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HomeMy WebLinkAboutRighetti Ranch - Vesting Tentative Map 3036 - Park Land Dedication Reimbursement AgreementPARK LAND DEDICATION REIMBURSEMENT AGREEMENT (Righetti Ranch -Vesting Tentative Map 3063) This Park Land Reimbursement Agreement ("Agreement") is entered into this 3 kN_day of July, 2019 (the "Effective Date"), by and between the CITY of San Luis Obispo, a municipal corporation and charter city ("CITY") and Righetti Ranch L.P., a Delaware limited partnership ("DEVELOPER"). The CITY and DEVELOPER are sometimes hereinafter referred to individually as a "party" and collectively as "parties." RECITALS WHEREAS, DEVELOPER is currently developing a residential project in the CITY of San Luis Obispo, California, pursuant to approved Vesting Tentative Tract Map 3063 and the Final approved and recorded 3063 Phase 1 Tract Map for property known as the "Righetti Ranch". The development of Righetti Ranch referred to hereinafter as the "Project"; WHEREAS, the Project is subject to conditions of approval of the Vesting Tentative Map, the Orcutt Area Specific Plan ("OASP"), the OASP's Public Facilities Financing Plan ("OASP PFFP") and the OASP's Final Environmental Impact Report ("FEIR"); WHEREAS, the conditions of approval of the OASP and the Project require DEVELOPER to dedicate sufficient land to the CITY for the eventual development of public parks, which satisfies the parkland requirements for the Project and for the entire OASP area (the "Dedicated Land"); WHEREAS, under the OASP PFFP, 11.46 acres of the Dedicated Land identified in Exhibit "A" attached hereto (the "Parkland") were dedicated to the CITY on April 9, 2018, at 8:00 AM as part of the recordation of the Map. Exhibit "B" attached hereto identifies the Parkland dedicated and eligible for reimbursement, and Exhibit "C" identifies the benefitting properties other than the Project (hereinafter, the "Benefitted Properties"). WHEREAS, the value of the Parkland was determined in 2009 with the approval of the OASP PFFP and CITY and DEVELOPER have agreed to a reimbursement value of three -hundred thousand dollars per acre ($300,000/acre) for the Parkland per the PFFP. WHEREAS, DEVELOPER and the City have agreed that DEVELOPER shall be reimbursed an amount of three million four hundred and thirty-eight thousand dollars ($3,43 8,000) 1 ($300,000 * 11.46=$3,438,000) from the owners of the Benefitted Properties at the recordation of their final subdivision map or at building permit, depending on when the fee is collected ("Reimbursement Amount"). AGREEMENT NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Recitals. The above recitals are true and correct. The recitals set forth above, and all defined terms set forth in such recitals and in the preamble preceding the recitals, are hereby incorporated into this Agreement as though set forth in full. 2. Term. This Agreement shall expire upon July 25, 2034 (the "Term"); provided, however, if by the end of the Term of this Agreement, DEVELOPER has not received all of the Reimbursement Amount, as may be adjusted and as validated pursuant to the terms of this Agreement, City will in good faith consider entering into a new agreement for the purpose of completing reimbursement of funds collected for parkland acquisition purposes. 3. Reimbursement. Subject to the terms and conditions hereof, CITY shall promptly collect funds from all Benefitted Properties at the recordation of their subdivision map or building permit for those developments that do not include a subdivision. The amount collected from each Benefitting Property is defined in the 2018 update to the OASP PFFP, Appendix A, table 9. Exhibit "D" copy attached hereto (the "Reimbursement Payments"). If any owner or developer of one or more of the Benefitted Properties pays all or a portion of the Reimbursement Payments under protest, CITY shall not be required to make reimbursements under this Agreement until the limitation period for instituting court action to seek a refund of such funds paid under protest has passed, and no court action has been instituted ("Action"). If an Action is instituted seeking refund of funds paid under protest or to prevent CITY from collecting such funds, or otherwise challenging any right or obligation of the CITY or DEVELOPER under the terms of this Agreement, CITY shall notify DEVELOPER, in writing, of the Action. Thereafter, DEVELOPER shall defend, indemnify, and hold harmless the City or its agents, officers, or employees from any claim, action, or proceeding against the City or its agents, officers, or employees, to attack, set aside, void, or annul, in whole or in part, the City's approval of this Agreement. In the event that the City fails to promptly notify the DEVELOPER of any such claim, action, or proceeding, or that the City fails to 2 cooperate fully in the DEVELOPER's defense of said claim, this condition shall thereafter be of no further force or effect. CITY agrees that it shall support all of DEVELOPER's efforts in the Action. CITY shall not reimburse such funds to DEVELOPER until the Action has been finalized and the authority of CITY to collect such funds and reimburse DEVELOPER has been sustained. Nothing herein is intended to or shall obligate the CITY to pay to DEVELOPER any amount in excess of fees actually collected from the Benefitted Properties or fees collected related to any development of properties other than the Benefitted Properties. 4. Timing of Reimbursement/Payment/Interest. The CITY shall reimburse DEVELOPER for all Reimbursement Payments collected by the CITY quarterly beginning on July 1, 2019. All reimbursements shall be by check or warrant made payable to: Righetti Ranch LP, a Delaware limited partnership and mailed to: C/O Ambient Communities 179 Calle Magdalena, Suite 201, Encinitas, CA 92024. 5. Collection of Parkland Fees in Excess of the Reimbursement Amount. If the CITY collects Parkland Fees pursuant to the OASP PFFP in excess of the Reimbursement Amount, as may be adjusted and as validated pursuant to the terms of this Agreement, then the CITY shall apply the excess Parkland Fees collected to fund park improvements as specified under the Quimby Act. 6. Entire Agreement/Amendment. This Agreement represents the entire integrated agreement between the CITY and DEVELOPER regarding reimbursement for the Excess Public Improvements, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and DEVELOPER. 7. Governing Law and Venue. The interpretation and implementation of this Agreement shall be governed by the law of California, except for those provisions preempted by federal law. However, the laws of the State of California shall not be applied to the extent that they would require or allow the court to use the laws of another state or jurisdiction. The parties agree that all actions or proceeding arising in connection with the Agreement shall be tried and litigated only in the County of San Luis Obispo or the United States District Court for the Central District of California. 8. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. Q 9. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 10. Notices. All notices, demands, invoices, or written communications to the parties required or permitted hereunder shall be in writing and delivered personally or by U.S. mail, postage prepaid, to the following addresses or such other address as the parties may designate in accordance with this section: CITY Director Public Works 919 Palm Street San Luis Obispo, CA 93401 With a copy to: CITY Attorney 990 Palm Street San Luis Obispo, CA 93401 DEVELOPER Righetti Ranch, L.P. 979 Osos Street, Suite E San Luis Obispo, CA 93401 Attn: Travis Fuentez Phone: (805) 573-0401 Ambient Communities 179 Calle Magdalena, Suite 201 Encinitas, CA 92024 Attn: Rob Anselmo Phone: (619) 890-2349 11. Interpretation/Ambiguity. This Agreement negotiated by the Parties, with the advice and assistance of their respective counsel, and shall not be construed in favor of or against either Party, regardless of who may have drafted it or any of its terms. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. 12. Assignment. DEVELOPER shall not assign, transfer or convey any of its rights, duties or obligations under this Agreement without the prior written approval of CITY. CITY shall not unreasonably withhold approval of any assignment. Any other assignment shall be null and void. 13. Authority to Execute. Both CITY and DEVELOPER do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the first date written above. CITY OF SAN LUIS OBISPO, a municipal corporation and charter city ATTEST: He Teresa Purrington, CITY Cl —APPROVED AS4'0NRM:A'0 3,ir{istine Dietrick, CITY Attorney DEVELOPER Righetti Ranch, LP A Delaware Limited partnership By: NRE Manager, LLC, a Delaware limited liability company Its: General Partner By: Ambient Righetti Manager, LLC, A California limited I' y Its: Sole member By: ;7 Travis Fuentez, President By: � to Anselm , Vice -President APPROVED AS TO FORM FOR DEVELOPER 5 EXHIBIT A PARKLAND MAP 16K 9*1 11 EXHIBIT B PARKLAND MAP SHEET MAP 5K 51 7 EXHIBIT C BENEFITED PROPERTIES 8 EXHIBIT D REIMBURSEMENT PAYMENTS k