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HomeMy WebLinkAbout12/4/2018 Item 7, Codron (2) CREDIT AND REIMBURSEMENT AGREEMENT FOR AVILA RANCH This Agreement is made on _______________, 2018, by and between the City of San Luis Obispo, a municipal corporation and charter city (“City”) and Avila Ranch, LLC, a California limited liability company (“Avila Ranch"”). Recitals A. WHEREAS, on September 19, 2017, the San Luis Obispo City Council certified the Final Environmental Impact Report; approved the Avila Ranch Development Plan, Airport Area Specific Plan Amendment 1318-2015, General Plan Amendment 1319- 2015, Vesting Tentative Tract Map 3089, Ordinance 1638 (2017 Series) approving a rezone of the Avila Ranch property and Ordinance 1639 (2017 Series) approving Development Agreement 2017-1, and formation of a Community Facilities District (collectively “Project”); and B. WHEREAS, Section 6.02.1 of Development Agreement 2017-1 requires Avila Ranch to construct or pay for its fair share allocation of public facilities and infrastructure needed to serve the Project; and C. WHEREAS, Table B-2 of Exhibit C to the Development Agreement 2017-1, and Appendix A of the adopted Citywide Transportation Impact Fee (“TIF”) program, attached hereto as Exhibit 1 to this Agreement identifies the transportation improvements to be constructed by Avila Ranch and the portion of the construction cost subject to reimbursement from Transportation Impact Fees, Los Osos Valley Road Fees, and/or private reimbursement agreements, and the Citywide TIF and LOVR TIF identify other improvements that are reimbursable by virtue of their inclusion in the TIF programs; and D. WHEREAS, Exhibit 2 to this Agreement identifies certain transportation improvements eligible for reimbursement; and E. WHEREAS, the City and Avila Ranch entered into the April 3, 2018 letter agreement (“Letter Agreement”) attached as Exhibit 3 to this Agreement confirming that Avila Ranch shall receive reimbursement for construction of the Infrastructure Improvements identified in Exhibit 2 to this Agreement and setting forth the applicable timing for the fee credits; and F. WHEREAS, in order to induce the Avila Ranch to incur the Developer Costs (a schedule specifying the Developer Costs, is attached hereto and incorporated herein by reference as Exhibit 4) the City of San Luis Obispo agrees to issue to the Developer Eligible Fee credits, as defined below. A schedule specifying the Eligible Fees for the construction of the Avila Ranch Project will be prepared by the City and Avila Ranch. G. WHEREAS, The City has found in connection with its review and consideration of this Agreement that no subsequent or supplemental Environmental Impact Report is necessary or required under CEQA because the terms and conditions of this Agreement are consistent with and within the scope of and contemplated by the FEIR adopted for the Project. Based on the foregoing, for good and valuable consideration, the parties agree as follows: AGREEMENT 1. Terms. The foregoing recitals are deemed by both parties to be a material part of this Agreement and are incorporated herein and binding on the parties by this reference. 2. Capitalized terms used in this Agreement will have the following meanings: (a) “Agreement” means this agreement as executed by the Avila Ranch and the City of San Luis Obispo. (b) “Applicable Interest” means the annual interest rate based on Engineering News-Record’s Construction Cost Index (CCI) applied to amount of Developer Costs subject to reimbursement. Applicable Interest shall be applied to Developer Costs whether or not TIF or LOVR Fees are adjusted for inflation and shall be applied from the time Avila Ranch notifies the City and the City agrees that the improvement is substantially complete, pursuant to Section 8 of this Agreement. (c) “Approved Plans” means the plans for each Infrastructure Improvement set forth in Section 2.(j) below as approved by the City, County or Caltrans, including any modifications thereof including modifications directed during construction. (d) “Avila Ranch” or “Developer” means Avila Ranch, LLC. (e) “City” means the City of San Luis Obispo, a municipal corporation and charter city. (f) “Conditions of Approval” means the Conditions of Approval for the September 19, 2017 Project Approvals, including the Condition of the Vesting Tentative Tract Map approved by Resolutions 10832 (2017 Series). (g) “Development Agreement” means Development Agreement 2017-1 between the City and Avila Ranch approved by the City of San Luis Obispo City Council on October 3, 2017 by Ordinance 1639 (2017 Series). (h) “Developer Costs” means those costs specified in Exhibit 4 related to the estimated cost of designing, permitting and constructing each of the Infrastructure Improvements. Developer Costs shall include the cost of all right-of-way acquisitions secured by Avila Ranch, if any, including the legal, accounting, project management, and costs of such rights of way acquisition. Developer Costs shall include all Developer hard and soft costs, including, without limitation, the following minimum amounts for insurance (1.75% of hard costs); supervision (2.25% of hard costs); construction management (1.75% of hard costs); bonding and project management (3.5% of hard costs). Such percentage allocations for the foregoing soft costs and indirect costs shall not require detailed itemized justifications unless Avila Ranch’s claims for such expenses are in excess or the percentages claimed herein. Soft costs shall include Developer’s legal, accounting, and engineering costs. (i) “Eligible Fees” means the Citywide Transportation Impact Fees collected from Tract 3089 that are eligible to reimburse Avila Ranch for the actual costs of constructing Infrastructure Improvements. Eligible Fees shall also include a fraction of the fees collected from other properties in the Airport Area Specific Plan and adjacent properties for the Citywide Infrastructure Improvements, if any. In addition, Eligible Fees include any Ad Hoc or Mitigation Fees levied and collected by the City for the specific improvements in Exhibit 2, if any. For the purposes of crediting or reimbursing for the southbound Highway 101 ramp meters at the LOVR on- ramp (Development Agreement Project T21 and Condition of Approval 126) “Eligible Fees” means the LOVR Transportation Impact Fees collected from Tract 3089 and other projects within the LOVR sub-area and the proportionate share of Citywide Transportation Impact Fees allocated to the LOVR interchange collected from projects citywide (“LOVR Eligible Fees”). In addition to the LOVR TIF fee credits and Citywide TIF fees allocated to the LOVR improvements, Eligible Fee shall also include any Ad Hoc fees or Mitigation Fees levied and collected for the LOVR/101 Interchange improvements. (j) “Infrastructure Improvements” means those improvements identified in Section 6.02.1 and Exhibit C to the Development Agreement as further detailed in Exhibit 2 to this Agreement. Infrastructure Improvements are referred to individually as “Infrastructure Improvement.” (k) “LOVR Fees” means the Los Osos Valley Road transportation impact fee. (l) “TIF Fees” means the Citywide” transportation impact fees as defined under Section 66000 (b) of the California Government Code that were adopted by the City of San Luis Obispo on April 3, 2018. (m) “VTTM” means Vesting Tentative Tract Map 3089 approved by Resolution 10832 (2017 Series) on September 19, 2017. 3. City Obligations. In consideration of Avila Ranch’s agreement to design and construct the Infrastructure Improvements, the City agrees to the following: (a) To reasonably cooperate and work with Avila Ranch to review contractor bids in a timely manner to confirm that work proposed conforms to Approved Plans. (b) To provide to Avila Ranch, no later than 30 days prior to the date that Avila Ranch advises City that the work is to be commenced, with a written description (“City Description”) of the nature and extent of bills, invoices, contracts, and other documents necessary to evidence payment in order to be eligible for reimbursement pursuant to Section 5 of this Agreement (“Required Documentation of Expenditures”). In the event the City fails to provide a City Description of Required Documentation of Expenditures within the time provided in this paragraph 3(b), Avila Ranch shall submit its own reasonable description of the Required Documentation of Expenditures (“Avila Ranch’s Required Documentation of Expenditures”), which description shall be presumed to be the City’s Required Documentation of Expenses unless the City requests changes within ten (10) business days of receipt of Avila Ranch’s Required Documentation of Expenditures. (c) Upon Avila Ranch’s completion of each Infrastructure Improvement as specified in the Approved Plans for each Infrastructure Improvement, and upon notification to the City, the City shall inspect the Infrastructure Improvement to determine compliance with Approved Plans and engineering standards. If the Infrastructure Improvement is determined by the City to be constructed in accordance with the Approved Plans for the Infrastructure Improvement, the City shall approve each Infrastructure Improvement and accept it in accordance with Section 9 of this Agreement. (d) To timely credit against Eligible Fees due from Avila Ranch for reimbursement to Avila Ranch for its Developer Costs pursuant to Section 5 of this Agreement. The City shall provide credit for the cost of the Infrastructure Improvement, together with Applicable Interest, in accordance with this Agreement. (e) To convey any funds collected from San Luis Ranch (“SLR Funds,” approximately $140,000) for the construction of the Northbound Right Turn Lane at Higuera and South Street (VTTM Condition 112) to Avila Ranch immediately upon Avila Ranch’s substantial completion of the improvement. The City agrees to hold all funds collected from San Luis Ranch for the purpose of the Higuera and South Street intersection improvement at the time of map recordation until Avila Ranch substantially completes the improvement. Upon such completion, and after City inspection pursuant to paragraph (c) above, the City agrees to immediately convey such funds to Avila Ranch. (f) To reimburse or provide credit of LOVR Eligible Fees to Avila Ranch for all the costs to design and construct the Southbound 101 On-Ramp meter at Los Osos Valley Road in excess of Avila Ranch’s fair share, which was determined to be three percent (3%) of project costs. The City shall defer collection of any LOVR Fees from Avila Ranch until Avila Ranch completes construction of the On-Ramp meter. The City shall credit and reimburse Avila Ranch from the LOVR Fee and the LOVR portion of the Citywide TIF. The City and Avila Ranch agree that all LOVR Eligible Fees (LOVR Fee and the LOVR portion of the Citywide TIF) not otherwise committed to Costco by virtue of the 2006 reimbursement agreement executed between Costco and the City will be used to reimburse Avila Ranch for its costs for the design and construction of the Southbound 101 On-Ramp at Los Osos Valley Road in excess of 3% of the total costs of design and construction. If, after all credits are applied and payments are made from currently available LOVR Eligible Fees, reimbursement is still owed to Avila Ranch, payments shall be made to Avila Ranch from LOVR Eligible Fees paid by other developers quarterly as permit fees are paid. 4. Developer Obligations. In consideration of City’s entering into the Agreement, Avila Ranch agrees to the following: (a) In order to assure that the costs of construction of the Infrastructure Improvements are reasonable, prior to commencing construction of the Infrastructure Improvements, Avila Ranch shall obtain at least three (3) non-collusive bids for construction of the Infrastructure Improvements and provide copies to City. Avila Ranch is not required to accept any particular bid. However, if Avila Ranch accepts a bid which is (1) more than ten (10) percent higher than the lowest bidder or (2) above the Engineer’s Estimate for the Improvement, Avila Ranch must reasonably justify its selection to the City, which justification must be accepted or rejected by the City within ten (10) business days of submission. If the City rejects the justification, it must set forth in writing its reasoning for the rejection and meet and confer with Avila Ranch to discuss the rejection. City may not unreasonably reject Avila Ranch’s bid selection. (b) To provide the Required Documentation of Expenditures required in Section 3(b). Avila Ranch shall organize the Documentation according to Infrastructure Improvement and shall reasonably correlate Documentation to the work required for each Infrastructure Improvement. (c) To respond to City’s reasonable requests for additional information to resolve discrepancies provided such additional information falls within the scope of the City’s Required Documentation of Expenditures. (d) To construct each Infrastructure Improvement according to the Approved Plans. (e) To construct each Infrastructure Improvement in the phases identified in the Development Agreement and Conditions of Approval. 5. Proof of Developer Costs; Limits. Avila Ranch is entitled to fee credits and reimbursements of Developer Costs and Applicable Interest for the Infrastructure Improvements from Eligible Fees. The City shall issue fee credits for the Infrastructure Improvement up to a total amount of $4.66 million1 adjusted for inflation in accordance with Section 2(b) above for all Infrastructure Improvements , within ten (10) days of Avila Ranch submitting to the City proof of obtaining a bond in a form acceptable to the City for completion of the improvement. Upon completion of the improvement, Avila Ranch shall submit the Required Documentation of Expenditures requested by the City pursuant to Section 3(b) of this Agreement to City for verification. If final actual Developer Costs increase pursuant to accepted bid amounts, approved change orders, or other modifications directed by the City Engineer or City staff, creditable Developer Costs shall be increased. (a) Avila Ranch may elect to receive fee credits for reimbursement of Developer Costs and Applicable Interest or, Avila Ranch may elect, at its sole discretion, to receive cash reimbursement for Developer Costs and Applicable Interest, payable to Avila Ranch, from the City, from Eligible Fees paid by builders within Tract 3089 at the time of building permit. If, after all Eligible Fee Credits are applied, there is still a balance owed to Avila Ranch for Developer Costs, Avila Ranch may elect to receive fee credits for reimbursement of Developer Costs and Applicable Interest or, Avila Ranch may elect, at its sole discretion, to receive cash reimbursement for Developer Costs and Applicable Interest, payable to Avila Ranch, from the City, from Eligible Fees. If Avila Ranch sells or conveys the lots within Tract 3089 to others entities, Avila Ranch may transfer its fee credits to other purchasers within Tract 3089. City shall collect the fees and pay to Avila Ranch quarterly such collection. Avila Ranch shall have the option, but not the obligation to assign fee credits payable under this Agreement to third parties. In the case of such assignment, Avila Ranch will provide notice to the City within thirty (30) days of any assignment and will release the City of any obligation to pay or credit Avila Ranch with respect to those credits transferred. (b) One hundred percent (100%) of the Eligible Fees paid by Avila Ranch and/or builders constructing within the VTTM shall be applied for reimbursement to Avila Ranch until Avila Ranch is fully reimbursed for its Developer Costs for each transportation Infrastructure Improvement, 1 Draft note: City to confirm amount prior to signature. plus Applicable Interest. One hundred percent (100%) of the LOVR Eligible Fees paid by Avila Ranch or builders constructing within the VTTM shall be applied to reimburse Avila Ranch for the Developer Costs of constructing the T21 Southbound Ramp Metering at US101/LOVR Interchange, plus Applicable Interest, subject to paragraph (a) above. (c) Upon completion of each Infrastructure Improvement, Avila Ranch shall submit Required Documentation of Expenditures in the form identified pursuant to Section 3(b) of this Agreement to the City for City Engineer verification. Required Documentation of Expenditures may be submitted in advance of City acceptance of the Infrastructure Improvement. Within sixty (60) days after submittal of Required Documentation of Expenditures by Avila Ranch, City Engineer shall verify the Developer Costs, or shall submit a request in writing to Avila Ranch for additional information identified pursuant to Sections 3(b) and 4(c) of this Agreement deemed necessary by the City Engineer to verify Developer Costs, subject to the limitations in those Sections. Such additional information shall be submitted by the Avila Ranch to the City Engineer within thirty (30) days from receipt of the written request by the City Engineer. (d) Once the Required Documentation of Expenditures is deemed complete by the City Engineer, the City shall confirm the amount of the reimbursement and fee credits for each Infrastructure Improvement within forty-five (45) days. 6. Fee Payments and Credits. Upon completion of each Infrastructure Improvement, City shall reconcile and issue final confirmation of the amount of Eligible Fee credits and Developer Costs. If at the completion of Infrastructure Improvement, the Eligible Fees are less than the accumulated Developer Costs for the Infrastructure Improvement, the City shall issue supplemental fee credits or reimbursements but only from Eligible Fees, if any are available. 7. Scope of Agreement. This Agreement shall not be construed to limit the right of the City to modify the Infrastructure Improvements, provided such changes are within the scope of the Development Agreement, Conditions of Approval, and the Letter Agreement. It is understood that any changes to the Infrastructure Improvement, including changes directed in the field, may result in corresponding adjustments to the Developer Costs and the amount of Eligible Fee credits as set forth in the Agreement. (a) Any increase or decrease in cost from the Developer Cost must be reflected in the Contractor bid or change orders submitted by Avila Ranch and approved by the City or vice versa. The only change orders excepted from City approval are (1) those directed by City staff, (2) those in which Avila Ranch shifts cost savings from one line item of an Infrastructure Improvement to another line item within the same Infrastructure Improvement (excluding use of project contingency), or (3) those for which Avila Ranch does not seek reimbursement from the City. (b) Avila Ranch and the City Engineer, together, may approve a change order if the total Developer Cost increase to any individual Infrastructure Improvement is Twenty-Five Thousand Dollars ($25,000) or less and the net total of the change orders theretofore approved does not exceed the contingency amount for the Infrastructure Improvement. Avila Ranch and the City Manager together may approve a change order if the cost increase is One Hundred Thousand Dollars ($100,000) or less and the net total of the change orders theretofore approved does not exceed the contingency amount. Any change order in excess of one hundred thousand dollars ($100,000) above the Development Costs, may require City Council approval as determined by the Director of Public Works. Any change orders for additional work that is directed by the City’s Public Works Inspector, or other City official, shall be conclusively deemed to have been reviewed and approved, and such work shall be outside of the amounts identified in this Section 7 (b). (c) The City’s approval of a change order shall not be unreasonably withheld, delayed or conditioned; provided it shall be reasonable for the City to deny any change order resulting from a cause other than unforeseen conditions, or for work that does not meet the Approved Plans, City Engineering Standards, or does not meet the workmanship that is customary for the region. The City shall accompany any rejection with a written statement of the basis therefor. To the extent the change order requires City approval, Avila Ranch may proceed with the work covered by the change order pending City approval of the change order, or even after City rejection of the change order, but Avila Ranch shall do so at its own risk to the extent that the City raises valid objections to the change order proposal. Any change order that is submitted to the City for approval shall be deemed accepted if not accepted or rejected by the City within ten (10) working days of such submittal, unless the City requests an extension of time due to the complexity of the change order. Any change order submitted that needs City Council approval shall be placed upon the next City Council agenda after the change order request has been deemed complete by the City Engineer. 8. Indemnification. Avila Ranch shall indemnify, defend and hold City, its officials, officers, employees and agents harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state or municipal law or ordinance, including, but not limited to, the Avila Ranch’s failure to pay prevailing wages, or other cause in connection with the acts or omissions of Avila Ranch, its employees, subcontractors, or agents, or on account of the performance or character of construction and installation of the Infrastructure Improvements. Such indemnification by Avila Ranch shall cease for any claims made with respect to each Infrastructure Improvement upon which occurred after acceptance of that Infrastructure Improvements by the City. It is understood that the duty of Avila Ranch to indemnify and hold City harmless includes the duty to defend City as set forth in section 2778 of the California Civil Code. Within fifteen (15) days of City’s notice that it has been made a party to an action arising out of Avila Ranch’s acts or omissions under this Agreement, Avila Ranch shall provide a defense to the City in that action, with counsel acceptable to City. In the event Avila Ranch fails to provide such a defense to City, Avila Ranch shall be liable to the City for its attorneys'’ fees and litigation costs incurred to defend itself beginning on the sixteenth (16th) day from the date of the City’s notice and request for a defense. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve Avila Ranch from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 9. Acceptance of the Infrastructure Improvements. Each Infrastructure Improvement to be constructed shall become the sole exclusive property of the City or Caltrans upon acceptance. Avila Ranch shall notify City in writing when each Infrastructure Improvement is complete. Each notice shall be submitted to the City by personal delivery and shall be deemed received by the City on the date of delivery. Such written notification shall include a request that the City accept each Infrastructure Improvement. As soon as practicable but no later than sixty (60) days of receipt of such notification of completion of an Infrastructure Improvement, the City shall determine whether the Infrastructure Improvement was constructed in accordance with the Approved Plans for that Infrastructure Improvement and engineering standards. Within sixty (60) days of when the City determines the Infrastructure Improvement was constructed in accordance with the Approved Plans and engineering standards, the City shall accept the Infrastructure Improvement at the next available City Council hearing. If the City determines that an Infrastructure Improvement was not constructed in accordance with the Approved Plans and engineering standards, then the City will provide written notice to Avila Ranch. Written notice shall include details of the identified deficiencies. The City shall meet and confer with Avila Ranch to discuss these deficiencies within ten (10) business days of Avila Ranch’s request to do so. 10. Force Majeure. The Term of this Agreement and the time within which Avila Ranch shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably by strikes, lock- outs, Acts of God, failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body, initiative or referenda, moratoria, litigation filed attacking execution or performance of this Agreement, severe economic downturn, enemy action, civil disturbances, fire, unavoidable casualties, or any other cause beyond the reasonable control of Avila Ranch. 11. Successors and Assigns. Each and every provision of this Agreement shall be binding and inure to the benefit of the successors in interest of the Parties hereto. 12. Term. This Agreement shall expire when reimbursements and credits for all improvements constructed by Avila Ranch identified in this Agreement are completed, and fully satisfied. 13. Integration. This is an integrated Agreement containing all of the consideration, understandings, promises and covenants exchanged between the parties, notwithstanding the Avila Ranch’s obligations as specified in the approved Conditions of Approvals, the VTTM, and the Development Agreement. 14. Construction and Interpretation. It is agreed and acknowledged by the parties that the provisions of this Agreement have been arrived at through negotiation, and that the parties have had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement. 15. Jurisdiction. Any action by any party to this Agreement shall be brought in the appropriate court of competent jurisdiction within the County of San Luis Obispo, State of California, notwithstanding any other provision of law which may provide that such action may be brought in some other location. 16. Choice of Law. This Agreement is made under and in all respects will be interpreted, enforced and governed by the laws of the State of California. 17. Amendment. This Agreement cannot be altered, amended or modified in any way without the express written consent of each party hereto or their authorized successor-in-interest. 18. Time is of Essence. Time is of the essence for this Agreement. 19. Notice. Notices under this Agreement shall be deemed given when delivered by First Class Mail, Postage Prepaid, as follows: City of San Luis Obispo: City Clerk 990 Palm Street San Luis Obispo, CA 93401 with a copy to: City Attorney 990 Palm Street San Luis Obispo, Ca 93401 Avila Ranch: Avila Ranch, LLC Andrew D. Mangano, Managing Member 3561 South Broad Street San Luis Obispo, CA 93401 Stephen J. Peck Peck Planning and Development,LLC 2455 Greenwood Avenue Morro Bay, CA 93442 with a copy to: Leslie Z. Walker Thomas Law Group 455 Capitol Mall, Suite 801 Sacramento, CA 95814 20. Counterparts. This Agreement may be executed in one of more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement. 21. Severability. If any one or more of the provisions contained in this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired. 22. Authority. The parties hereby represent that the persons executing this Agreement are expressly authorized to do so for and on behalf of the parties. 23. Captions. The captions of the Sections of this Agreement are for convenience and reference only, and are not intended and shall not be construed to define or limit the provision to which they relate. 24. Recitals and Exhibits. The Recitals first set forth herein and all Exhibits attached hereto are incorporated in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. CITY OF SAN LUIS OBISPO By: Mayor Heidi Harmon ATTEST: Teresa Purrington, City Clerk AVILA RANCH, LLC, a California limited liability company By: Name: Title: APPROVED AS TO FORM: J. Christine Dietrick, City Attorney EXHIBIT 1 Exhibit C to the Development Agreement EXHIBIT 2 Infrastructure Improvements Transportation Improvements  T10 Vachell Lane Widening for Class II Bike Lanes - Citywide TIF 33  T16 Tank Farm/Higuera SB Dual LT – VTTM Condition 114  T17 Tank Farm Creek Bike Path (Buckley to Avila Project Boundary) - VTTM Condition ____  T18 Tank Farm Creek Bikepath (Avila Project Boundary to Tank Farm) - VTTM Condition _____  T19 Tank Farm/Higuera WB Dual RT - VTTM Condition ____  T20 Buckley Extension Bike Path - VTTM Condition 100  T21 US101/LOVR Interchange – Install SB Ramp Metering - VTTM Condition 126  T22 Higuera/South Street NB RT Lane - VTTM Condition 112  T23 South Higuera Sidewalk – Vachell to LOVR - VTTM Condition 111  T24 South Higuera Sidewalk – City Limit to LOVR - VTTM Condition 111 EXHIBIT 3 April 3, 2018 Letter Agreement EXHIBIT 4 Developer Costs APPENDIX A: Transportation Impact Fee Improvement List and Cost Allocation Packet Pg 314 11 Table B-2 Avila Ranch Infrastructure Cost and Allocation Analysis Affacr119n Io Awfe 11 -in oernpper If"t, iONf TrPoert Implementatlonl Nerns Allocation to Avile Reimbursement If Yes Amount pem iAY [SBa ParticipaBon by AtacNwl to Rench IAbsent Credits Percent UµFMM Agreement Sublecl to Povale Avila Ranch van Rarlth or Reimbursements) Reimbursement Recoem entletl7 Built$ Project (No Reimbursement) T7 Transit Strips $75,000 Build 100.0% 575,000 100% $7x,000 No T2 Buckley Road Widening- Vachell to Avila PL S2294,500 Build Ph l&4 500% .$1147250 100% S2,294•s00 No Suficiency) burden Sidewalk Sidewalks W/O Earthwood (Existing 73 De 8125,000 Build Phase 1 1000% 5125,000 100% $125.000 No T4 Suburban Signal Modifications $125,000 Build Phase 1000% 5125,000 100% $125,000 No T5 Venture Residential Collector 52,612,000 Build Phase 1 2,3 1000% $2,612,000 100% 52,612,000 No T6 Buckley Frontage Bike Path $655,000 Build Phase 1, 4 1000% 5655,000 100% $655000 No T7 Horizon/Jesperson Collector Avila Ranch 52,163.000 Build Phase 4 750% $1 622 250 l00% 52,163,000 No US 101/S. Higuera Interchange - Prepare PS&E for SB Complete Phase I. TB Ramp Metering 550,000 2 100 0% 550.000 100% $50,000 No T9 County Offsile Improvements related to Buckley Road $430,000 Payment IO C,gt7lkk� NIA Intersections (at HWY 227 and Davenport reek) (T34) NIA 100% $430,000 No L U Bulid Project (Potential Private Reimbursement) C ra Vachell Lane Widening, LTL Q Venture, misc sidewalks !Y T70 and Class II Bike Lanes 3650,000 Budd Phase 1 500% 5325,000 100% $650,000 No rD T11 Eanhwood Collector Suburban to Venture $418,000 Build Phase 1 75.0% $313,500 100% $410,000 No Q T72 Buckley Road Extension -Vachell to South Hlguere 56.000-000 Build Phase 2 250% 81,500,000 100% 56,000.000 No T13 Suburban Widening E/O Eanhwaod $450,000 Build Phase 34.7% 5155.150 100% 8450,000 Yes $293,850 +' Horizon Collector South of Suburban to Avila Ranch T14 w/ROW Sna,000 Build Phase 4 750% 3577,508 100% $770,000 Yes $192,500 m T15 South HigueraNachell Lane 1150.000 Build Phase 2 500% 575,000 100% $150,000 Yes 575,000 C1 Build Project (Eligible for AASP Fee CradflxlRplm!$uraa O T76 Tank FarmlHiguers SS Dual LT 8470.000 Build Phase 1 134% 562,980 100% $470.000 No $0 U T17 Tank Farm Creek Bike Path 5860,000 Build Phase 1,23 75.0% 5645,000 100% $860,000 No N O L Tt8 Tank farm Creek Bikepalh - Chevron s/o TFR $934,000 Build phase 4 if ROW 1000% 5934,000 100% $934,x00 No T19 Tank Farm/Higuera WB Dual RT $670,000 Build Phase 4 134% 889,701) 100% $670,000 No $0 Build Project (Eligible for AASP Fee CradllarReimhuraa T20 Buckley Extension Bike Path $500,000 Build Phase 2 250% S125000 100% $500,000 No Build Project (Eligible for LOVR Credits) T21 US 1011LOVR Interchange - Install SB Ramp Melenng $25D,000 Build Phase 1 1000% S250.000 100% $250.000 No $0 Build Project (Eligible for City TIF Fee Grodll "Innibu T22 South Higuera/South Street NB RT Lane $370,000 Build Phase 1 308% $113,960 100% $370000 Yes 1 $0 T23 South Higuera Sidewalk - Vachell to LOVR $125,000 Build Phase 1 1000% S125000 100% $125,800 No T24 South Higuera Sidewalk - City Limit to LOVR 580,000 Build Phase 2 243% $19 440 100% 580,000 No sulill 521,226,500 $11723.810 521226,500 5561,350 N Pay Fee -LOVR a1 T25 LOVR Interchange (Impact Fees remaining aper LLcrcreditinggfrom from 53,172,464 Pay y mpacl Fees 100.0% $3.172464 100% 53.172,464 No C O Pay Fee - Citywide TIF T26 C4ymIM TIFlrnpacl Fees (Remaining to be paid • ra S r4drrced for potonlip TIF Credit shown above) 1,501 920 Pay Impact Fees 81,501 920 100°0 5 1,501,920 No Pay RASP Fee (or Mitigation Fee as Identified) 5� \ T27 Horizon Lana S/O Tank Farm to Suburban $594.000 Pay Impact Fees 250% 51411.500 0% so No !n N N T28 PradWHiguera NB Dual LT $7516000 Pay Impact Fees 8 5% S63,750 us S0 No LJ - , T29 PradolHiguera Cumulaliva Improvements (Dual LT. RT- 2 rrn l $2,000,000 Pay Impact Fees u o% $0 0% SO No M T30 MSP Impact Fees (Remaining to be paid- reduced for $0 Pa Impact Fees Q polenkal MSP Credit drown above) y P $1) 100% 50 No E 11-#y Mltlgatlan Fee - Pro Bala T31 LOVR/Higuera lnlersection Improvements 32,rM0,000 Pay MIT Fees 254% 5845160 254% $645,160 No d T32 900 Jm Tea1aft Pith 51,250,000 Pay MIT Fees 58% 572,500 50% 572,500 No U C M T33 BucklayNachell intersection $65%000 Pay MIT Fees 165% 5107250 165% $107.250 No Pay 14Uggallan Priv = Prc tiara xAA9P ItAmnldedWO r1) > T34 Bucklayfi-WY 227 Intersection 52,700,000 Pay MIT Fees 27% 572,900 100% $270,000 No Q T35 Tank Farm/Higuere NB RT extension 1 $650,000 Pay MIT Fees 134% $113,900 134% $113,900 No Total All Transportation: S37,234,884 517,022,154 $27,109,894 5561,350 Papa- Land and aaprgvamenip Illi a creel 56,645,500 100,096 limll.wo ti 1 56,645,500 NO Water and Sewer $427,500 7000% $427,500 100% $427,500 No O V Public Safety - Interim Fire Station 51,346,250 100 0% SI,346.250 100% Si 346,250 No Inlracl Improvement, - Nol Specified Above 526,096,000 100 0% 520,096,000 100% 520,096,000 No t OII>wl0 amaMa- µyup 4�A:f.OW• 100-074 lSSL000 look $r+S7A00 H Subtotal: 579N7.?50 $29,867250 329,867.250 World Total: $eT,1o2,134 547,489,404 mini" laal,s6o Table B.2 Avila Ranch Infrastructure Cost and Allocation Analysis Pokm - Land and lrrdrrw mml, lilt tlmnsl SH'141Sy6* Fn Credll and Reimbursement 5e Water and Sewer 5427 500 5427 500 ■0r..mwlf 111Hv. $1 346,250 $1.346,250 30 Inlracllmprovemenls-_ZSpecified Above Telfl Weisel 520,896,000 0.5'14 p 0-ettuq If No and If o a If Nnd If nem c.r ewrri.r. Ammmt Sublecl to Fee Grdit ttrq",ki 10 yl Developer Equity Developer Equity vre.nnnrlwvl s 100%, is 10%. Value to city value 10 county 19 MSP MSP r Oj U!,wA Build Project (No Reimbursement) T1 Transit Slops 575,000 $75000 T2 Buckley Road Widening - Vachell to Avila PL $2 294 500 $2,294 500 31,147,250 Suburban Sidewalk Sidewalks W/O Eadhwood (Ewaling T3 Deficiency) $125000 $125000 T4 Suburban Signal Modifications 5125000 $125.000 TS Venture Residential Collector 52612,000 $2,612.000 TO Buckley Frontage Bike Path 5655000 5655,000 T7 HorizenMesperson Collector Avila Ranch $2163.O0n S2,I163.01k0 $540.750 US 101/S. Higuera Interchange - Prepare PS&E for SB TO Ramp Metering 550,000 S50.000 County Ofrsi(e Improvements related to Buckley Road T9 Intemeclions(at HWV 227 and Davenport Greek) J34) $430000 5430.000 $43 0,000 Build Project (Potential Private Reimbursement) T10 Vachell Lan* WWI". LTL @ Venture, mtsc sidewalks and Class 11&h* I,� 3650,000 5650,000 $214,500 5710,500 T11 Eadhwood Collector Suburban to Venture 3110,000 $410,000 5104 500 T12 Buckley Road Exlen uon - Vachell to South Higuera SO.000,000 $6,000.000 $1.125,000 53,375,000 T13 Suburban Widening EJO Eadhwood 5450,000 3156,150 Horizon Collector South of Suburban to Avila Ranch T14 w/RO W 5770,000 5577.500 T15 South HiguerafVachell Lane 5150.000 $75,000 Build Project (Eligible for AASP Fee Cr*dllNRelmbtlr.* T16 Tank Farm/Higuera SB Dual LT @470,000 $470,000 5o T17 Tank Farm Creek Bike Path S860A00 $615,000 545,000 30 T76 Tank farm Creek Bikepath -Chevron a/c TFR S934,Oo0 $934..000 So T19 Tank Farm/Higuera WB Dual RT $670-000 $670,000 30 Build Project (Eligible for AASP Fee Credli.fRaimblrleb T20 Buckley Extension Bike Path S500Af10 TBD $500000 593750 $291,250 Build Project (Eligible for LOVR Credits) T21 US 101/LOVR Interchange- Install SB Ramp Metering 3250,000 5759,0100 3o 40 Build Project (Eligible for City TIF Fee CredMW"firbu T22 South Higuera/South Street NO RT Lane 5370,000 $ 370.000 $0 T23 South Higuera Sidewalk - Vachell to LOVR $125000 3 125,000 SO T24 South Higuera Sidewalk - City Limit to LOVR 380000 $ 60,000 5o Subtotal: S21226500 S 575,000 $2869,000 $45,000 12ea00111 516,906150 $2078,500 $5.344,000 Pay Fee -LOVR LOVR Interchange (Impact Fees remaining after T25 cradling from above) $3172464 53,172464 So Pay Fee - Cllywtde TIF T26 CIlywide 1iF l-pac1 Fees (Remaining to be paid - s M1lllumal (pr 1101mNUl TIF Credit shown above) 1,so1,s2o $1,501,920 Pay AASP Fee (or Mitigation Fee as Identified) T27 Hula -Lane SIO Tank Farm Io Suburban 5594 000 so $e T28 PradolHlguere NB Dual LT S750. Jou 50 SO T29 Pradolldiguera Cumulative Improve men to (Dual LT, RT-;t1Arvl $2,000,000 30 50 RASP Impact rnp tAl nea irrE 10 WMa ,l le.0lar T30 $0 p4[wWefAASP[;. rr�. .J SO Pay Mitigation Fee - Pro Rata T31 LOVR/Higuera Intersection Improvements $2.5 0,000 Sri 160 T32 Bob Jones Trail Bike Path $1,250,000 $72500 572,500 T33 Buckley/Vachell intersection 3650.000 TBD S107.250 $542,760 Pay Mitigation Fee - Pro Rata or AASP If Amended into . T34 Buckley)HWY 22T Inter sec lion $z,7Oo,aoO TBD $270,000 5270,000 T35 Tank Farm/Higuera NB RT extension 5060.000 TBD $113,900 SO *114"W siami" 14 16 01 SP i6 l 11 $)rpA00 Total All Transporfallon: $37,234,804 $575,000 $2,869,000 545,000 5250,000 $22,789,344 E2,fi93,750 $5,614,000 Pokm - Land and lrrdrrw mml, lilt tlmnsl SH'141Sy6* WA45.660 5e Water and Sewer 5427 500 5427 500 Public Safely - Interim Fire Station $1 346,250 $1.346,250 30 Inlracllmprovemenls-_ZSpecified Above $20-095000 520,896,000 f31}ule to 1mm.M.-Ab $563eltoSMMD Subtotal: womr.ml $29,667,250 Grand Total: $67,102,134 $575,000 52,689,000 545,004 S250.000 552, ftJ $2,6939750 $tilvi,000 April 3, 2018 Mr. Derek Johnson City Manager City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Re: Letter of Agreement City of San Luis Obispo and Avila Ranch Dear Mr. Johnson, Thank you for the meetings on March 23, March 27, and April 2, 2018 to discuss Avila Ranch's concerns with the proposed Transportation Impact Fee ("TIF") portion of the Capital Facilities Fee Program ("CFFP") and its application to Avila Ranch. We appreciate the progress that has been made on the proposed fees and fee adjustments since their original introduction in October of 2017. Notwithstanding Avila Ranch's concerns about the TIF, Avila Ranch agreed not to oppose the TIF/ CFFP if the City and Avila Ranch entered into a binding agreement ("Agreement") to implement the terms of the Development Agreement By and Between the City of San Luis Obispo and Avila Ranch, LLC Relating to the Avila Ranch Development Plan approved by City Ordinance 1639 on October 3, 2017 ("DA"). In exchange for valuable consideration, the City agrees to perform the following acts: Los Osos Valley Road Subarea Fee ("LOVR Subarea Fee") No later than August 1, 2018, the City agrees to complete and present to City Council for consideration a nexus study compliant with AB 1600 (Gov. Code, § 66000 et seq.) to update the LOVR Subarea Fee ("LOVR Nexus Study") taking into consideration the current land use designations for the Avila Ranch development. The City shall complete the LOVR Nexus Study by either a.) hiring Economic & Planning Systems ("EPS") to perform the LOVR Nexus Study, or b.) performing an internal LOVR Nexus Study and submitting it to EPS for peer review. The LOVR Nexus Study shall be performed according to the methodology identified in Exhibit A to this Agreement. Exhibit A is incorporated into this Agreement as if fully set forth herein. Avila Ranch agrees to pay for the cost of EPS' work on the LOVR Nexus study and City agrees to consult with Avila Ranch on the study. Mr. Derek Johnson April 3, 2018 Page 2 2. Projects eligible for TIF Credits a. South Higuera/South Street Northbound Right Turn Lane (T22/P13) The City will provide Avila Ranch with fee credits up to $268,250 of the $370,000 South Higuera/South Street Northbound Right Turn Lane improvement in the TIF, allowing Avila Ranch to receive fee credits from the TIF, consistent with Section 5 below, for the improvement. The City confirms that the entirety of the Northbound Right turn lane at South Higuera and South Street construction project required by the DA (DA project T22) is included in TIF project P13, and associated entitlement conditions of approval and mitigations required by the Avila Ranch Environmental Impact Report ("EIR") are included in TIF project P13. b. Tank Farm/Higuera Southbound Dual Left Turn (T16/P7) The City confirms that the entirety of the Tank Farm/Higuera Southbound Dual Left Turn construction required by the DA (DA project T16) is included in TIF Project P7 and associated entitlement conditions of approval and mitigations required by the EIR are included in TIF project P7. Therefore, the City confirms that the entirety of the construction project will be reimbursed/credited to Avila Ranch from TIF funds in accordance with section 5 below. C. Tank Farm Creek (Onsite) Bike Path (TI7/P34) The City confirms that the entirety of the Tank Farm Creek Bike Path construction required by the DA is included within TIF Project P34 and associated entitlement conditions of approval and mitigations required by the EIR are included in TIF project P34. Therefore, the City confirms that the entirety of the construction project will be reimbursed/credited from TIF funds in accordance with section 5 below. d. Tank Farm Creek Bike Path — Chevron South of Tank Farm Road (T18/P34) The City confirms that the entirety of the Tank Farm Creek Bike Path — Chevron South of Tank Farm Road construction required by the DA is included within TIF Project P34 and associated entitlement conditions of approval and mitigations required by the EIR are included within TIF Project P34. Therefore, the City confirms the entirety of the construction project will be reimbursed/credited from TIF funds in accordance with section 5 below. The special conditions in the DA that require City acquisition of rights of way and adequate TIF credit capacity remain in full force and effect. In accordance with DA § 5.05.3(a), City and Avila Ranch acknowledge and agree that the project cost amounts specified in this agreement, as well as in the DA, are estimates only and that total reimbursable costs shall be based on Avila Ranch's actual costs as set forth in § 5.05.3 of the DA, whether or not they are higher or lower than the estimates in the TIF. Mr. Derek Johnson April 3, 2018 Page 3 Tank Farm/Higuera Westbound Dual Right Turn Lanes (T19/P7) The City confirms that the entirety of the Tank Farm/Higuera Westbound Dual Right Turn construction project required of Avila Ranch by the DA is included within TIF Project P7 and associated entitlement conditions of approval and mitigations required by the EIR are included in TIF project P7. Therefore, the City confirms that the entirety of the construction project will be reimbursed/credited from TIF funds in accordance with section 5 below. f. Buckley Extension Bike Path (T20/P35) The City confirms that the entirety of the Buckley Extension Bike Path construction project required by the DA is included within TIF Project P35 and associated entitlement conditions of approval and mitigations required by the EIR are included in TIF project P35. Therefore, the City confirms that up to $480,000 of the construction project will be reimbursed/credited from TIF funds in accordance with section 5 below. g. South Higuera Sidewalk — Vachell to LOVR and City Limit to LOVR (T23&24/P 13) The City confirms that the entirety of the South Higuera Sidewalk construction project required by the DA is included within TIF Project P13 and associated entitlement conditions of approval and mitigations required by the EIR are included in TIF project P 13. Therefore, the City confirms that the entirety of the construction project will be reimbursed/credited from TIF funds in accordance with section 5 below. h. Los Osos Valley Road ("LOVR") Ramp Meters The City and Avila Ranch confirm that the Avila Ranch project conditions of approval imposed via Resolution 10832 require Avila Ranch to design and construct a ramp meter for the Southbound 101 On -Ramp at LOVR and the DA provides that the amount to be advanced by Avila Ranch for this construction is $250,000. The City and Avila Ranch agree that pursuant to the DA, Avila Ranch's work on the Southbound 101 On -Ramp at LOVR shall be reimbursed from the LOVR Subarea Fee and the portion of the Citywide TIF associated with the LOVR improvements. The City and Avila Ranch acknowledge that Caltrans may request that the City construct more than the single ramp meter required by the Avila Ranch project conditions of approval. The City and Avila Ranch agree as follows: The City and Avila Ranch agree to work together in good faith, using all reasonable efforts, to do the following: a.) modify condition 126 of Resolution 10832 to permit the ramp meter to be constructed prior to occupancy of the 150th unit; and b.) limit the scope of the improvements required by Caltrans. Mr. Derek Johnson April 3, 2018 Page 4 ii. The City agrees to do the following: a.) apply all LOVR Subarea Fees due from Avila Ranch to the reimbursement/credit of the LOVR/101 ramp meter improvements constructed by Avila Ranch; and b.) agrees to defer the collection of these fees from Avila Ranch until Avila Ranch completes the construction of the Southbound 101 On -Ramp at LOVR. Funds used to reimburse Avila Ranch shall be fees paid by Avila Ranch, together with the LOVR Subarea Fees paid by other developers and the LOVR portion of the Citywide TIF paid by other developers, in addition to Avila Ranch's share of the fees. iii. If the construction Southbound 101 On -Ramp at LOVR exceeds $250,000, the City agrees to contribute any funds in the LOVR Subarea Fee fund not otherwise committed to Costco by virtue of the 2006 Reimbursement Agreement executed between the City and Costco, to the improvements rather than requiring Avila Ranch to wait for additional LOVR Subarea Fees and LOVR portion of the Citywide TIF fees to accumulate for reimbursement ("City Contribution"). Any amounts in excess of the sum of the $250,000 from Avila Ranch and the City Contribution shall be repaid to Avila Ranch from LOVR Subarea Fees, and from the LOVR portion of the Citywide TIF. 3. Tank Farm/Higuera Northbound Right Turn Extension (T35) The City confirms that the San Luis Ranch EIR (Mitigation Measure 7 in Table 4.12-1, and Mitigation Measure T -1(g)), conditions of approval, and the draft development agreement between San Luis Ranch and the City require San Luis Ranch to construct the Northbound right turn at Higuera and Tank Farm Road as a Phase 1 improvement. City and Avila Ranch agree that it is to the benefit of City, San Luis Ranch and Avila Ranch to construct this improvement at the same time that the Southbound left turn lanes are installed by Avila Ranch. Avila Ranch and San Luis Ranch have commenced negotiation for Avila Ranch to design and install the northbound right turn at Higuera and Tank Farm Road in exchange for the following: a) San Luis Ranch reimbursing Avila Ranch for the design work upon completion of the design work; b.) San Luis Ranch paying Avila Ranch for 25 percent the construction work prior to Avila Ranch commencing construction; and c) San Luis Ranch paying Avila Ranch for its remaining share of the improvements at an agreed upon schedule prior to completion of the improvement. City agrees to negotiate in good faith with Avila Ranch and San Luis Ranch and to be a signatory to an agreement between the three parties. 4. Private Reimbursement The City confirms that the DA requires the City to reimburse, or provide for the reimbursement by other landowners or developers, for property dedication and infrastructure installation beyond Avila Ranch's fair share, except that the City is not required to fund reimbursement from its own resources, from funds it does not yet possess, or from funds which , Derek Johnson A1`3, 301;$ Page 5 may not :,helaw-fully-user] :for tl3at pn�c3se: �A, -§§ 1.94.2 :(j) aid 3 .�3 � Via), (b�:). Avila'Rirct will prepare the draft private reimbursement agreement by April 30, 2018 and .City shall review the agreement within 30 days. of submittal. Said reimbursement agreement shall be consistent with DA sections 5.04.2(g} aD45_05.3 (a,)-- (e)c nesse` t9aent a emet& shall lye adbpte&'. by the City Council prior to or concurrent with City Council's approval of the first final map for the project. The reimbursement agrceznent sh'akk be`pTepaXecl per Goverrunent Code Section 66485 et seq. and San Luis Obispo Municipal Code section 16.20.1 l0 of the of the Government Code to require -the private reimbursements: as a coodiliona of any buildingpermit or development. permit for the affected properties. 5. Tim�;'A;p� cafiQn and Ammnts•ofVee,Ore&n The City confirms that for projects eligible for Citywide TIF reimbursement/credits or -LO-VR Subarea-Fee-reimbursement/credits, Avila Ranch will -receive .credits in mediately following the completion (or bonding for same) of each required improvement and the reimbursements7credits will not be allocated to specific project phases. The reimbursement agreement for any improvements with Citywide TIF or LOUR Subarea Fee credits shall provide that kvila Rmeh'&hall receive reimbursement for the full proj ected cost of the improvement from the I Citywide TIF/ L0 -WR Subam& Feeg an 'shall"ben f -f flmmv any cost savings by redhcidag the share paid by Avila Ranch rather than the share reimbursed by,the Citywide TIF or LOUR Subarea. Fee -One: hundred percent .(10,01%) of Avila Ranch's- Citywide. and/or LOWSubarea .Subarea. TIF fees shalt be appliedrfor reimlbursemenfunUillI ere is f'ul.Ireimftysement for the costs. 6. Avila Ranch and City agree that if the TIF as currently proposed is modified in a manner materially affecting this agreement, the parties will meet and negotiate in good faith to modify -,6e Agreement. Nothingiint is -Agrzomanl iffi9 miodJ 'y.Aval'ai Ranch or the City's ability to enforce the terms of the DA pursuant to the terms of the DA, The =City of:San Luis Obispo and Avila Ranch agree -to the terms set'forth above and in Pxhibi.t-A. Andy h1aagazfo- Managing Mem Cite ofSan+Lai& 05ispoc k; 3 cm. City Manager Mr. Derek Johnson April 3, 2018 Page 6 EXHIBIT A City LOVR Subarea Fee Nexus Study Methodology LOVR Subarea Fee shall be calculated based on the remaining unpaid balance owed by the City to pay for the following components of the LOVR/101 interchange improvements, collectively referred to as ("LOVR/101 Improvements"): a. The LOVR interchange improvements made in 2014, including the originally budgeted work and additional work required to complete the project. b. The Calle Joaquin improvements completed by Costco and now subject to a reimbursement agreement. c. A ramp meter for the Southbound 101 On -Ramp at Los Osos Valley Road. d. Interest on the 2014 LOVR bond to 2035 (same horizon year as buildout and fee program) The LOVR Subarea Fee shall be calculated based only on the amount paid by the City and exclude contributions from the State of California, federal sources, SLOCOG, or any other grant sources. 2. The LOVR Subarea Fee shall by reduced by the following factors: a. Past revenue received for these improvements from the LOVR Subarea TIF; b. Past revenue collected from the Citywide TIF; c. Revenue proposed to be collected from the LOVR portion of the Citywide TIF; d. Revenue proposed to be collected from the LOVR sub area fee; and e. The fair share of the retail and hotel fees that have been "waived" or "discounted" by the City over that would have otherwise been allocated for LOVR improvements. 3. The allocations to different land uses in the LOVR subarea shall be based on the trip generation factors within the traffic study prepared for the Avila Ranch project adjusted for Vehicle Miles Traveled as shown in Table 10 of the Fee Study for the Citywide TIF. Improvement Units Quantity Unit Price Total TEMPORARY TRAFFIC CONTROL LF 970.00 $ 30.00 29,100.00$ GRADING CY 1,395.00 $ 10.00 13,950.00$ CURB AND GUTTERS SF 5,650.00 $ 5.00 28,250.00$ SIDEWALKS EA 2.00 $ 1,500.00 3,000.00$ HANDICAP RAMPS SF 1,320.00 $ 7.00 9,240.00$ CROSS GUTTER/SPANDREL EA 2.00 $ 5,000.00 10,000.00$ STREET LIGHT SF 5,750.00 $ 1.00 5,750.00$ 4" HOT MIX ASPHALT SF 37,110.00 $ 3.75 139,162.50$ 17" CLASS II BASE SF 37,110.00 $ 2.50 92,775.00$ TRAFFIC CONTROL LS 1.00 $ 1,500.00 1,500.00$ STRIPING EA 1.00 $ 10,000.00 10,000.00$ SIGNAGE LS 1.00 5,000.00$ 5,000.00$ ROADSIDE SIGNAGE LS 1.00 5,000.00$ 5,000.00$ TRAFFIC STRIPES, PAVEMENT MARKINGS AND MARKERS LS 1.00 15,000.00$ 15,000.00$ MOBILIZATION (10%)10%29,642.75$ Subtotal-Hard Cost 397,370.25$ Contingency 10%39,737.03$ 437,107.28$ Engineering Design 12.50%54,638.41$ Engineering-Construction 5%21,855.36$ Right of Way Cash-Langley SF 502 10.50$ 5,265.75$ Cash-Muenster SF 4,095 10.50$ 42,992.25$ In-Kind 15,000.00$ Appraisal Fees 7,500.00$ Legal and Accounting 2,500.00$ City Plan Check Fees 12,218.76$ City Inspection Fees 10,691.11$ Special Planning Plan Check Fees 1.50%819.58$ Insurance 1.75%956.17$ Supervision 2.25%1,229.36$ Construction Management 1.75%956.17$ Bonds/Project Management 3.50%1,912.34$ Total 615,642.55$ Vachell Lane Widening Citywide TIF Project No. P33 Avila Ranch DA Project No. T10 (Phases 1) Improvements Units Quanity Unit Cost Total TEMPORARY TRAFFIC CONTROL LS 1.00 50,000.00$ 50,000.00$ REMOVE TREE EA 9.00 1,500.00$ 13,500.00$ ROADWAY EXCAVATION CY 1,158.00 50.00$ 57,900.00$ COLD PLANE AND OVERLAY ASPHALT CONCRETE PAVEMENT SQYD 1,082.00 20.00$ 21,640.00$ CLASS 2 AGGREGATE BASE, 21" THICK CY 900.00 125.00$ 112,500.00$ HOT MIX ASPHALT (TYPE A), 5.5" THICK TON 480.00 200.00$ 96,000.00$ MINOR CONCRETE (CURB AND GUTTER)LF 885.00 25.00$ 22,125.00$ MINOR CONCRETE (CURB)LF 110.00 15.00$ 1,650.00$ MINOR CONCRETE (SIDEWALK)SQFT 815.00 15.00$ 12,225.00$ ISLAND PAVING (COBBLESTONE)SQFT 160.00 20.00$ 3,200.00$ TEMPORARY WATER POLLUTION CONTROL MEASURES (SWPPP)LS 1.00 2,500.00$ 2,500.00$ RELOCATE MISC ITEMS: STREET LIGHT, FIRE HYDRANT, GAS VALVE LID (ALLOWANCE) LS 1.00 20,000.00$ 20,000.00$ ROADSIDE SIGNAGE LS 1.00 5,000.00$ 5,000.00$ TRAFFIC STRIPES, PAVEMENT MARKINGS AND MARKERS LS 1.00 15,000.00$ 15,000.00$ SIGNAL AND ELECTRICAL LS 1.00 300,000.00$ 300,000.00$ MOBILIZATION (10%)10%73,324.00$ Subtotal-Hard Cost 806,564.00$ Contingency 10%80,656.40$ 887,220.40$ Engineering Design 90,000.00$ Engineering-Construction 12,500.00$ Right of Way -$ Cash In-Kind 10,000.00$ Appraisal Fees 2,500.00$ Legal and Accounting 2,500.00$ City Plan Check Fees 19,366.00$ City Inspection Fees 40,916.00$ Special Planning Plan Check Fees 1.50%13,308.31$ Insurance 1.75%15,526.36$ Supervision 2.25%19,962.46$ Construction Management 1.75%15,526.36$ Bonds/Project Management 3.50%31,052.71$ Total 1,160,378.59$ (See Letter Agreement Section 3 for reimbursement for NB RT portion) Tank Farm/Higuera SB LT & NB RT Citywide TIF Project No. P7 Avila Ranch DA Project No. T16 San Luis Ranch FEIR MM T-1(g) Improvements Units Quanity Unit Cost Total Quanity Unit Cost Total Quanity Unit Cost Total Quanity Unit Cost Total Quanity Unit Cost Total Hot Mix Asphalt In Place (4") - Bike Path SF 24,480 3.00$ 73,440.00$ 12,840 3.00$ 38,520.00$ 5,760 $3.00 17,280.00$ 8,040 $3.00 24,120.00$ 51,120 $3.00 153,360.00$ Class II Aggregate Base (12") - Bike Path SF 24,480 1.75$ 42,840.00$ 12,840 1.75$ 22,470.00$ 5,760 $1.75 10,080.00$ 8,040 $1.75 14,070.00$ 51,120 $1.75 89,460.00$ Tenstar 1000 Geo Mat - Bike Path SF 26,520 0.35$ 9,282.00$ 13,910 0.35$ 4,868.50$ 6,240 $0.35 2,184.00$ 8,710 $0.35 3,048.50$ 55,380 $0.35 19,383.00$ Slurry 24,480 0.10$ 2,448.00$ 12,840 0.10$ 1,284.00$ 5,760 $0.10 576.00$ 8,040 $0.10 804.00$ 51,120 $0.10 5,112.00$ Grading/Earthwork CY 1,500 10.00$ 15,000.00$ 475.56 10.00$ 4,755.56$ 213 10.00$ 2,133.33$ 297.78 10.00$ 2,977.78$ 2,487 10.00$ 24,866.67$ Decomposed Granite Bike Path Shoulders SF 6,120 3.50$ 21,420.00$ 3,210 3.50$ 11,235.00$ 1,440 3.50$ 5,040.00$ 2,010 3.50$ 7,035.00$ 12,780 3.50$ 44,730.00$ Concrete Mow Curb for Bike Path LF 4,080 15.00$ 61,200.00$ 2,140 15.00$ 32,100.00$ 960 15.00$ 14,400.00$ 1,340 15.00$ 20,100.00$ 8,520 15.00$ 127,800.00$ Lighting/Bollards Each 8.00 3,500.00$ 28,000.00$ 4.00 3,500.00$ 14,000.00$ 2 3,500.00$ 7,000.00$ 3 3,500.00$ 10,500.00$ 17 3,500.00$ 59,500.00$ TRAFFIC STRIPES, PAVEMENT MARKINGS AND MARKERS LS 4,080 2.50$ 10,200.00$ 2,140.00 2.50$ 5,350.00$ 960 2.50$ 2,400.00$ 1,340 2.50$ 3,350.00$ 8,520 2.50$ 21,300.00$ SWPP AND EROSION CONTROL SQFT 0.25$ 6,630.00$ 0.25$ 3,477.50$ 0.25$ 1,560.00$ 0.25$ 2,177.50$ 13,845.00$ MOBILIZATION (10%)10.0%26,383.00$ 10.0%13,458.31$ 10.0%6,109.33$ 10.0%8,600.53$ 10.0%54,551.17$ Subtotal-Hard Cost 296,843.00$ 151,518.86$ 68,762.67$ 96,783.31$ 613,907.83$ Contingency 10%29,684.30$ 10%15,151.89$ 10%6,876.27$ 10%9,678.33$ 10%61,390.78$ 326,527.30$ 166,670.75$ 75,638.93$ 106,461.64$ 675,298.62$ Engineering Design 8.75%28,571.14$ 8.75%14,583.69$ 8.75%6,618.41$ 8.75%9,315.39$ 8.75%59,088.63$ Engineering-Construction 2.75%8,979.50$ 2.75%4,583.45$ 2.75%2,080.07$ 2.75%2,927.69$ 2.75%18,570.71$ Right of Way -$ -$ -$ -$ -$ Cash SQFT -$ In-Kind/Other -$ Appraisal Fees -$ Legal and Accounting 2,500.00$ 2,500.00$ 2,500.00$ 2,500.00$ 10,000.00$ City Plan Check Fees 1.50%5,461.17$ 1.50%2,787.57$ 1.50%1,265.06$ 1.50%1,780.57$ 1.50%11,294.37$ City Plan Inspection 3.75%13,652.92$ 3.75%6,968.92$ 3.75%3,162.65$ 3.75%4,451.43$ 3.75%28,235.92$ Special Planning Plan Check Fees 1.50%4,897.91$ 1.50%4,897.91$ 1.50%4,897.91$ 1.50%4,897.91$ 1.50%19,591.64$ Insurance 1.75%5,714.23$ 1.75%5,714.23$ 1.75%5,714.23$ 1.75%5,714.23$ 1.75%22,856.91$ Supervision 2.25%7,346.86$ 2.25%7,346.86$ 2.25%7,346.86$ 2.25%7,346.86$ 2.25%29,387.46$ Construction Management 1.75%5,714.23$ 1.75%5,714.23$ 1.75%5,714.23$ 1.75%5,714.23$ 1.75%22,856.91$ Bonds/Project Management 3.50%11,428.46$ 3.50%11,428.46$ 3.50%11,428.46$ 3.50%11,428.46$ 3.50%45,713.82$ Total 420,794$ 233,196$ 126,367$ 162,538$ 942,895$ Citywide TIF Project No. P34 Avila Ranch DA Project No. T17 (Phases 1-4) Tank Farm Creek Bike Path Phase 1 Phase 2 Phase 3 Phase 4 Total Improvements Units Quanity Unit Cost Total TEMPORARY TRAFFIC CONTROL LS 1.00 10,000.00$ 10,000.00$ REMOVE TREE EA 1,500.00$ -$ ROADWAY EXCAVATION CY 1,000.00 50.00$ 50,000.00$ COLD PLANE AND OVERLAY ASPHALT CONCRETE PAVEMENT SQYD 500.00 20.00$ 10,000.00$ CLASS 2 AGGREGATE BASE, 21" THICK CY 125.00 125.00$ 15,625.00$ HOT MIX ASPHALT (TYPE A), 5.5" THICK TON 35.00 200.00$ 7,000.00$ MINOR CONCRETE (CURB AND GUTTER)LF 225.00 25.00$ 5,625.00$ MINOR CONCRETE (MEDIAN CURB)LF 500.00 20.00$ 10,000.00$ MINOR CONCRETE (SIDEWALK)SQFT 1,800.00 15.00$ 27,000.00$ ISLAND PAVING (COBBLESTONE)SQFT 20.00$ -$ TEMPORARY WATER POLLUTION CONTROL MEASURES (SWPPP)LS 1.00 2,500.00$ 2,500.00$ RELOCATE MISC ITEMS: STREET LIGHT, FIRE HYDRANT, GAS VALVE LID (ALLOWANCE) LS 1.00 1,000.00$ 1,000.00$ ROADSIDE SIGNAGE LS 1.00 2,500.00$ 2,500.00$ TRAFFIC STRIPES, PAVEMENT MARKINGS AND MARKERS LS 1.00 5,000.00$ 5,000.00$ SIGNAL AND ELECTRICAL LS 300,000.00$ -$ MOBILIZATION (10%)10%14,625.00$ Subtotal-Hard Cost 160,875.00$ Contingency 10%16,087.50$ 176,962.50$ Engineering Design 30,000.00$ Engineering-Construction 5,000.00$ Right of Way -$ Cash In-Kind Appraisal Fees 2,500.00$ Legal and Accounting 2,500.00$ City Plan Check Fees 10,000.00$ City Inspection Fees 20,000.00$ Special Planning Plan Check Fees 1.50%2,413.13$ Insurance 1.75%2,815.31$ Supervision 2.25%3,619.69$ Construction Management 1.75%2,815.31$ Bonds/Project Management 3.50%5,630.63$ Total 264,256.56$ Tank Farm/Higuera WB RT Citywide TIF Project No. P7 Avila Ranch DA Project No. T19 (Phase 4) ROADWAY EXCAVATION (9.5% of Total)CY 7,680.00 10.00$ 76,800.00$ MINOR CONCRETE (CURB RAMP)EA 4.00 2,000.00$ 8,000.00$ MINOR CONCRETE (CROSS GUTTER)SQFT 820.00 20.00$ 16,400.00$ CONCRETE BIKE PATH (SIDEWALK)LF 15,101.00 10.00$ 151,010.00$ CLASS 2 AGGREGATE BASE, 21" THICK SQFT 15,101.00 2.50$ 37,752.50$ BIKE PATH SHOULDERS (2' EACH SIDE)SQFT 7,550.50 3.50$ 26,426.75$ TRAFFIC STRIPES, PAVEMENT MARKINGS AND MARKERS LS 1.00 25,000.00$ 25,000.00$ SWPP and EROSION CONTROL SQFT 0.25$ 5,662.88$ MOBILIZATION (10%)10%34,138.93$ Subtotal-Hard Cost 381,191.05$ Contingency 10%38,119.11$ 419,310.16$ Engineering Design 12.50%52,413.77$ Engineering-Construction 5%20,965.51$ Right of Way -$ Cash--Caltrans, per Appraisal SQFT 18,381.50 4.25$ 78,121.38$ Cash--Hyashi, per Appraisal X 1.25 SQFT 4,270.00 15.31$ 65,384.38$ In-Kind/Other 25,000.00$ Appraisal Fees 7,500.00$ Legal and Accounting 2,500.00$ County Plan Check Fees 5,000.00$ County Plan Inspection 2,500.00$ Special Planning Plan Check Fees 1.50%6,289.65$ Insurance 1.75%7,337.93$ Supervision 2.25%9,434.48$ Construction Management 1.75%7,337.93$ Bonds/Project Management 3.50%14,675.86$ Total 723,771.02$ Buckley Extension Bike Path Citywide TIF Project No. P35 Avila Ranch DA Project No. T20 (Phase 2) Improvement Units Quantity Unit Price Total ROADWAY EXCAVATION CY 900.00 $ 50.00 45,000.00$ 9" HOT MIX ASPHALT TON 456.00 $ 200.00 91,200.00$ 16" CLASS II BASE TON 405.00 $ 150.00 60,750.00$ METAL BEAM GUARD RAIL EA 1.00 $ 5,000.00 5,000.00$ RETAINING WALL SF 4,516.00 $ 70.00 316,120.00$ RAMP METER SYSTEM LS 1.00 140,000.00$ 140,000.00$ TRAFFIC STRIPES, PAVEMENT MARKINGS AND MARKERS LS 1.00 5,000.00$ 5,000.00$ TRAFFIC CONTROL LS 1.00 50,000.00$ 50,000.00$ SWPP AND EROSION CONTROL 36,000.00$ MOBILIZATION (10%)44,000.00$ Subtotal-Hard Cost 793,070.00$ Contingency 30.0%237,921.00$ 1,030,991.00$ Engineering Design 25.0%257,747.75$ Engineering-Construction 10.0%103,099.10$ Right of Way Cash SF -$ In-Kind Appraisal Fees Legal and Accounting 2,500.00$ City Plan Check Fees City Inspection Fees Special Planning Plan Check Fees 1.50%11,896.05$ Insurance 1.75%13,878.73$ Supervision 2.25%17,844.08$ Construction Management 1.75%13,878.73$ Bonds/Project Management 3.50%27,757.45$ Total 1,479,592.88$ LOVR Ramp Meter LOVR TIF Project No. Avila Ranch DA Project No. T21 (Phase 1) Citywide TIF Project No. LOVR Add-On: 1, 1F Improvements Units Quanity Unit Cost Total TEMPORARY TRAFFIC CONTROL LS 1 $ 25,000.00 25,000.00$ CONSTRUCTION SURVEY LS 1 $ 5,000.00 5,000.00$ ROADWAY EXCAVATION CY 229 $ 50.00 11,450.00$ CLASS 2 AGGREGATE BASE, 12" THICK CY 115 $ 150.00 17,250.00$ HOT MIX ASPHALT (TYPE A), 6" THICK TON 116 $ 200.00 23,200.00$ MINOR CONCRETE (CURB AND GUTTER)LF 150 $ 40.00 6,000.00$ MINOR CONCRETE (SIDEWALK)SQFT 754 $ 15.00 11,310.00$ MINOR CONCRETE (DRIVEWAY APPROACH)SQFT 315 $ 30.00 9,450.00$ RELCOATE WATER SERVICE AND METER BOX LS 1 $ 5,000.00 5,000.00$ TEMPORARY WATER POLLUTION CONTROL MEASURES (SWPPP)LS 1 $ 2,500.00 2,500.00$ RELOCATE/RECONSRUCT MISC ONSITE GAS STATION ITEMS(ALLOWANCE)LS 1 $ 25,000.00 25,000.00$ ROADSIDE SIGNAGE LS 1 $ 5,000.00 5,000.00$ TRAFFIC STRIPES, PAVEMENT MARKINGS AND MARKERS LS 1 $ 5,000.00 5,000.00$ MOBILIZATION 10%15,116.00$ Subtotal-Hard Cost 166,276.00$ Contingency 10%16,627.60$ 182,903.60$ Engineering Design 30,000.00$ Engineering-Construction 12,500.00$ Right of Way -$ Cash In-Kind 15,000.00$ Appraisal Fees Legal and Accounting 2,500.00$ City Plan Check Fees 12,218.76$ City Inspection Fees 10,691.11$ Special Planning Plan Check Fees 1.50%2,494.14$ Insurance 1.75%2,909.83$ Supervision 2.25%3,741.21$ Construction Management 1.75%2,909.83$ Bonds/Project Management 3.50%5,819.66$ Total 283,688.14$ South/Higuera NB RT Citywide TIF Project No. PI3 per 4/3/18 Letter Agreement Avila Ranch DA Project No. T22 (Phase 1) Improvements Units Quantity Unit Cost Total ROADWAY EXCAVATION CY 79 60.00$ 4,740$ CLEARING AND GRUBBING (INLCUDES TREE STUMP REMOVAL)LS 1 3,000.00$ 3,000$ REMOVE BLOCK WALL LS 1 1,000.00$ 1,000$ REMOVE DRIVEWAY PAVEMENT & CULVERT LS 1 1,000.00$ 1,000$ CLASS 2 AGGREGATE BASE CY 11 150.00$ 1,650$ HOT MIX ASPHALT (TYPE A)TON 37 200.00$ 7,400$ MINOR CONCRETE (CURB AND GUTTER)LF 258 40.00$ 10,320$ MINOR CONCRETE (SIDEWALK)SQFT 1,103 15.00$ 16,545$ MINOR CONCRETE (DRIVEWAY APPROACH)SQFT 460 30.00$ 13,800$ MISC HOT MIX ASPHALT (DRIVEWAY PAVE-BACK)LS 1 1,000.00$ 1,000$ 6' TALL WROUGHT IRON FENCE LF 415 50.00$ 20,750$ RELOCATE WATER SERVICE AND METER BOX (NO METER)EA 1 5,000.00$ 5,000$ MISC RELOCATIONS (SIGN, MAIL BOX,ETC)LS 1 1,000.00$ 1,000$ SWPP AND EROSION CONTROIL SQFT 0.25$ 1,000$ MOBILIZATION 10.0%8,721$ Subtotal-Hard Cost 96,926$ Contingency 10.0%9,693$ 106,618$ Engineering Design 25,000$ Engineering-Construction 15,000$ Right of Way SQFT 3,407 31.00$ 105,617$ Cash In-Kind Appraisal Fees 5,000$ Legal and Accounting 5,000$ City Plan Check Fees 15,000$ City Inspection Fees 10,000$ Special Planning Plan Check Fees 1.50%1,599$ Insurance 1.75%1,866$ Supervision 2.25%2,399$ Construction Management 1.75%1,866$ Bonds/Project Management 3.50%3,732$ Total 298,696$ SOUTH HIGUERA SIDEWALK (Vachell to LOVR) Citywide TIF Project No. PI3 per 4/3/18 Letter Agreement Avila Ranch DA Project No. T23 (Phase 1) Improvements Units Quantity Unit Cost Total ROADWAY EXCAVATION CY 40 60.00$ 2,400.00$ CLEARING AND GRUBBING (INLCUDES TREE STUMP REMOVAL)LS 1 3,000.00$ 3,000.00$ REMOVE BLOCK WALL LS 1 1,000.00$ 1,000.00$ REMOVE DRIVEWAY PAVEMENT & CULVERT LS 1 1,000.00$ 1,000.00$ CLASS 2 AGGREGATE BASE CY 20 150.00$ 3,000.00$ HOT MIX ASPHALT (TYPE A)TON 5 200.00$ 1,000.00$ MINOR CONCRETE (CURB AND GUTTER)LF 650 40.00$ 26,000.00$ MINOR CONCRETE (SIDEWALK)SQFT 4,550 15.00$ 68,250.00$ MISC HOT MIX ASPHALT (DRIVEWAY PAVE-BACK)LS 1 1,000.00$ 1,000.00$ MISC RELOCATIONS (SIGN, MAIL BOX,ETC)LS 1 5,000.00$ 5,000.00$ SWPP AND EROSION CONTROIL SQFT 0.25$ 1,000.00$ MOBILIZATION 10%11,165.00$ Subtotal-Hard Cost 123,815.00$ Contingency 10%12,381.50$ 136,196.50$ Engineering Design 10,000.00$ Engineering-Construction 5,000.00$ Right of Way Cash SQFT 5,000 15.00$ 75,000.00$ In-Kind Appraisal Fees 5,000.00$ Legal and Accounting 5,000.00$ City Plan Check Fees 15,000.00$ City Inspection Fees 10,000.00$ Special Planning Plan Check Fees 1.50%1,857.23$ Insurance 1.75%2,166.76$ Supervision 2.25%2,785.84$ Construction Management 1.75%2,166.76$ Bonds/Project Management 3.50%4,333.53$ Total 274,506.61$ SOUTH HIGUERA SIDEWALK (LOVR to City Limits (Wieperts)) Citywide TIF Project No. PI3 per 4/3/18 Letter Agreement Avila Ranch DA Project No.T24 (Phase 2)