HomeMy WebLinkAboutR-11305 approving a Reimbursement Agreement with Covelop, Inc for the 600 Tank Farm Mixed-Use Development Project (PR-0005-2021, ARCH-0406-2021; SBDV-0407-2021; GENP-0814-2019; SPEC-0407-2020)R 11305
RESOLUTION NO. 11305 (2022 SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS
OBISPO, CALIFORNIA, APPROVING A REIMBURSEMENT
AGREEMENT WITH COVELOP, INC. FOR SPECIFIC
INFRASTRUCTURE COSTS THAT ARE BEYOND THE 600 TANK FARM
MIXED-USE DEVELOPMENT PROJECT’S FAIR SHARE
REQUIREMENTS, AS REPRESENTED IN THE CITY COUNCIL AGENDA
REPORT AND ATTACHMENTS DATED FEBRUARY 1, 2022 (600 TANK
FARM ROAD, PR-0005-2021, ARCH-0406-2021; SBDV-0407-2021;
GENP-0814-2019; SPEC-0407-2020; EID-0608-2020)
WHEREAS, the City Council of the City of San Luis Obispo conducted a web
based teleconference hearing on February 1, 2022, adopting the Final Environmental
Impact Report and granting design approval of the 600 Tank Farm Mixed-Use project,
pursuant to a proceeding instituted under ARCH-0406-2021, SBDV-0407-2021, GENP-
0814-2019, SPEC-0407-2020, and EID-0608-2020, Covelop Inc., applicant; and
WHEREAS, Covelop, Inc., has applied for the approval of an “Infrastructure
Reimbursement Agreement” (Exhibit A) concerning the development of the mix -use
project; and
WHEREAS, Covelop, Inc., has secured City approval to construct said mixed-use
development subject to conditions of approval that require the orderly and timely
completion of public infrastructure improvements to support the approved project; and
WHEREAS, the City has an established a Citywide Transportation Impact Fee
Program that allows new development projects to pay a fair share fee towards
transportation infrastructure needs throughout the City; and
WHEREAS, there are certain public improvements associated with the 600 Tank
Farm Mixed-Use project that include public improvements that must be installed and are
greater in size and capacity than required to serve only the project (“Excess Public
Improvements”), qualifying said Excess Public Improvements for reimbursement as set
forth in San Luis Obispo Municipal Code Section 16.20.110; and
WHEREAS, Covelop, Inc., has presented estimates of the costs to design, permit
and construct said Excess Public Improvements, and fair share proportionality of the
properties that may benefit from the installation of the Excess Public Improvements; and
WHEREAS, the approval of a Reimbursement Agreement will assist in the orderly
and timely completion of public infrastructure; and
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WHEREAS, the City Council of the City of San Luis Obispo has duly considered
all evidence, including the testimony of the applicant, interested parties, and evaluation
and recommendations by staff, presented at the hearing; and
WHEREAS, notices of said public hearings were made at the time and in the
manner required by law.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Luis
Obispo as follows:
SECTION 1. The “Reimbursement Agreement,” attached to this Resolution as
Exhibit A, is hereby approved, and the Mayor is authorized to approve minor revisions
and execute this Agreement on behalf of the City.
SECTION 2. The Finance Director is authorized to administer and implement the
Reimbursement Agreement as provided therein.
SECTION 3. The Mayor and City staff are authorized to take any actions necessary
to carry out the intent of this Resolution.
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SECTION 4. The 600 Tank Farm Mixed-Use Development Plan and associated
Final Environmental Impact Report (FEIR) were approved and certified by the City
Council on February 1, 2022. Installation of the public improvements were identified as
required mitigation measures to address significant transportation impacts resulting from
the development proposal. The Reimbursement Agreement relates only to the financial
mechanism by which the developer’s costs in excess of fair share will be reimbursed and
does not implicate any physical change to the project or the environment . Therefore, no
further environmental review is required for this action.
On motion by Vice Mayor Christianson, seconded by Council Member Marx and
on the following roll call vote:
AYES: Council Member Marx, Pease, Shoresman, Vice Mayor
Christianson, and Mayor Stewart
NOES: None
ABSENT: None
The foregoing resolution was passed and adopted this 1st day of February 2022.
___________________________
Mayor Erica A. Stewart
ATTEST:
_________________________
Teresa Purrington
City Clerk
APPROVED AS TO FORM:
_________________________
J. Christine Dietrick
City Attorney
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
City of San Luis Obispo, California, on ______________________.
___________________________
Teresa Purrington
City Clerk
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Credit and Reimbursement Agreement
600 Tank Farm Road
(01-14-2022)
REIMBURSEMENT AGREEMENT
FOR 600 TANK FARM ROAD
This Agreement (the “Agreement”) is made on _____________________________, by and
between the City of San Luis Obispo, a charter city and a municipal corporation (the “City”) and
Covelop, Inc., a California corporation, or its successor(s)-in-interest, (the “Developer”), and
collectively referred to as the “Parties.”
RECITALS
WHEREAS Developer is the owner of certain real property consisting of approximately
11.7 acres of land located at 600 Tank Farm Road in the City, which is more particularly described
in attached Exhibit 1 incorporated herein by this reference (the “Property”); and
WHEREAS the City Council of the City has approved a residential mixed-use project,
including 280 residential units, as well as commercial, recreational park land, and open space uses
on the Property, which is within the Airport Area Specific Plan (the “AASP”), through a series of
actions and approved entitlements (collectively referred to as the “Project”) as follows:
(1) The Final Environmental Impact Report and associated Mitigation Monitoring and
Reporting Plan (including all mitigation measures therein) for the Project certified and adopted by
Resolution No. 11304 (2022 Series), on February 1, 2022;
(2) An amendment to the General Plan (Resolution No. 11304), adopted on February
1, 2022, including amendments to the Land Use/Circulation Element (“LUCE Update”) adopted
by Resolution No. 10586 (2014 Series) on December 14, 2014;
(3) The AASP as amended by Ordinance No. 1708 (2022 Series), on March 1, 2022;
(4) The City’s Zoning Ordinance as amended by Ordinance No. 1708 (2022 Series),
on March 1, 2022;
(5) The Vesting Tentative Map SBDV-0407-2021 approved on February 1, 2022; and
WHEREAS, Appendix A of the adopted Citywide Transportation Impact Fee (the “TIF”)
Program, attached hereto as Exhibit 2 to this Agreement, identifies the portion of transportation
improvements to be constructed by Developer, Citywide Transportation Impact Fees (TIF),
General Funds, and/or private reimbursement agreements, and the Citywide TIF identifies other
improvements that are reimbursable by virtue of their inclusion in the TIF programs; and
WHEREAS, Exhibit 3 to this Agreement identifies certain Transportation Improvements
Eligible for Reimbursement (the “Infrastructure Improvements”); and
WHEREAS, in order for Developer to incur the Developer Costs, the City agrees to
appropriate any General Fund amounts and TIF amounts as part of the City’s Financial Plan. A
schedule showing an Estimate of Developer Costs is provided in Exhibit 4; and
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Credit and Reimbursement Agreement
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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.
THEREFORE, 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. Capitalized Terms used in this Agreement have the following
meanings:
(a) “Agreement” is this agreement as executed by the Developer and the City
of San Luis Obispo.
(b) “Approved Plans” are the plans for each Transportation Infrastructure
Improvement set forth in Section 2(i) as approved by the City or County, including any
modifications thereof including modifications directed during construction.
(c) “Benefiting Properties” includes those properties shown in Exhibit 5, and
including 250 Tank Farm Road, 660 Tank Farm Road, 3985 Broad Street, and 650 Tank Farm
Road.
(d) “City” is the City of San Luis Obispo, a municipal corporation and charter
city.
(e) “Conditions of Approval” are the Conditions of Approval for the February
1, 2022 Project Approvals approved by Resolution, including the conditions of approval for
Vesting Tentative Tract Map SBDV-0407-2021.
(f) “County” is the County of San Luis Obispo.
(g) “Developer” is Covelop, Inc., a California corporation, or its successor(s)-
in-interest.
(h) “Developer Costs” are the actual costs of designing, permitting, and
constructing each of the Infrastructure Improvements listed on Exhibit 4. Developer Costs shall
include eligible Developer hard and soft costs. Soft costs shall include all direct costs related to
the project, including design, inspection, City plan check and inspection fees, supervision, and
survey. Developer Costs shall also include the cost of all right-of-way acquisitions secured by
Developer, if any.
(i) “Eligible Fees” are the following fees and sources used to reimburse
Developer for Developer Costs:
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Credit and Reimbursement Agreement
600 Tank Farm Road
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(i) Citywide Transportation Impact Fees (the “Citywide TIF”) as
adopted by the respective City Council ordinance(s). Exhibit 4 identifies Citywide TIF funds from
projects that directly benefit from the Transportation Infrastructure Improvements (“Benefitting
Properties”). Fees from the Benefitting Properties are to be reserved for the exclusive purpose of
providing reimbursement for the Transportation Infrastructure Improvements. Citywide TIF Fees
collected from other development projects may also be prioritized for payment of Eligible Fees at
the City’s discretion.
(ii) Any Ad Hoc or Project Specific Mitigation Fees levied and collected
by the City for the Infrastructure Improvements in Exhibit 3 to this Agreement, if any.
(iii) General Fund amounts as identified in Attachment B to Exhibit 4
appropriated specifically for reimbursement for eligible Infrastructure Improvements and
approved by the City Council. The City agrees to appropriate such funds in a timely way to ensure
funding of necessary reimbursements.
(iv) Citywide TIF fees from the Project.
(v) Other Citywide TIF fees as deemed necessary by the City.
(j) “Environmental Impact Report” (“EIR”) is an environmental report
prepared to inform decision -makers and the public about the potential environmental impacts
of the proposed Project and to reduce and mitigate those environmental impacts to the greatest
extent feasible.
(k) “Final Environmental Impact Report” (“FEIR”) is the approved
environmental report.
(l) “Infrastructure Improvements” is those improvements identified in Exhibit
3 to this Agreement. Infrastructure Improvements are referred to individually as “Infrastructure
Improvement.”
(m) “TIF Fees” is the Citywide transportation impact fees as defined under
California Government Code Section 66000(b) as adopted by the City of San Luis Obispo on
April 3, 20l8, as amended July 16, 2019.
(n) “VTTM” is Vesting Tentative Tract Map SBDV-0407-2021 approved on
February 1, 2022.
(o) “Substantial Completion” is the time at which the engineer of record
determines that work is substantially complete in accordance with the City engineering standards
and specifications, with the concurrence of the City Engineer, which concurrence shall be
provided within thirty (30) working days and shall not unreasonably be withheld. In addition,
documentation of corresponding expenditures as provided in Section 3(c) has been submitted to
the City. Substantial Completion shall be required only for the purposes of release of
reimbursement for the final ten percent (10%) of Developer Costs pursuant to Section 5 of this
Agreement.
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Credit and Reimbursement Agreement
600 Tank Farm Road
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3. City’s Obligations. In consideration of Developer’s agreement to design and
construct the Infrastructure Improvements, the City agrees to the following:
(a) To budget and appropriate the necessary Eligible Fees to provide
reimbursements, including, but not limited to timely appropriation of General Fund amounts, and
reservation of any Citywide TIF fees paid by Benefitting Properties. To this end, the City has
appropriated $715,000 in the 2021-2023 Financial Plan that will cover design and the Tank Farm
Bike Path Plans, Specifications and Estimates (PS&E), and the City Manager presently intends to
recommend that the City, subject to the City Council’s plenary discretion in the exercise of its
budgeting authority, appropriate at least an additional One Million Five Hundred Forty-Four
Thousand Six Hundred ($1,544,600) during or prior to adoption of the 2022 Supplement to the
Financial Plan to cover the costs of needed rights of way.
(b) To reasonably cooperate with and respond to requests from Developer to
review contractor bids in a timely manner to confirm that the work proposed conforms to Approved
Plans.
(c) To provide to Developer, no later than sixty (60) days prior to the date that
Developer advises City that the work is to be commenced, a written description (the “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 below Section 6 (the
“Required Documentation of Expenditures”) or to request additional information to document
costs. If Developer complies with a request by the City for additional documentation of costs, City
may request additional information only insofar as it relates to the additional documentation
provided.
(d) Upon Developer’s completion of each Infrastructure Improvement as
specified in the Approved Plans, 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 and Specifications for the Infrastructure Improvement, the
City shall approve each Infrastructure Improvement and accept it in accordance with below Section
8 of this Agreement. Regarding the roundabout, the City will assist the Developer in coordinating
with the County on the design and construction.
(e) The City shall provide reimbursement for the cost of the Infrastructure
Improvement, in accordance with this Agreement.
(f) To reimburse Developer for all the costs to design the bike path along Tank
Farm Road, as described in Exhibit 3.
(g) To reserve 100% of the Citywide TIF fees from the Project and from the
Benefitting Properties to fund the TIF portion of the reimbursements until the reimbursement is
complete.
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Credit and Reimbursement Agreement
600 Tank Farm Road
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4. Developer’s Obligations. In consideration of the City’s entering into the
Agreement, Developer 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, Developer shall obtain at least three (3) non-collusive bids for construction of the
Infrastructure Improvements for all general or subcontracted work and provide copies to City. City
shall review and comment on the completeness of the bids. Developer may select any bid that is
within ten percent (10%) of the low bid, as long as those bids within ten percent (10%) of the low
bid are also within the Engineer’s Estimate for the Improvement; provided, however, that
Developer is not required to accept any particular bid, including the low bid. If Developer accepts
a bid which is (i) more than ten percent (10%) higher than the lowest bidder, or (ii) above the
Engineer’s Estimate for the Improvement, Developer must reasonably justify its selection to the
City Public Works Director, which justification must be accepted or rejected by the City within
fifteen (15) 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 Developer to discuss the rejection.
City may not unreasonably reject Developer’s bid selection. If Developer wishes to proceed with
a bid that is more than ten percent (10%) above the low bid, Developer shall not be eligible for
any reimbursements which exceed one hundred ten percent (110%) of the low bid.
(b) To provide the Required Documentation of Expenditures required in
Section 3(c) of this Agreement. Developer 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 & Specifications and the City’s Standard Specification and Engineering Standards.
(e) To construct each Infrastructure Improvement in the phases identified in the
Conditions of Approval.
(f) To complete the preliminary planning and engineering tasks and related
deliverables associated with the future bike path along Tank Farm Road, as described in Exhibit
3.
5. Reimbursement. Developer is entitled to reimbursement of one hundred percent
(100%) of eligible Developer Costs pursuant to the terms of this Agreement. Reimbursement for
eligible Developer Costs shall come from the combination sources described in Exhibit 4.
Reimbursement from eligible fee programs shall not exceed the amount collected by those fee
programs.
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(a) For the portion of the improvements funded by on site TIF credits then up
to ninety percent (90%) of the Developer Costs eligible for reimbursement via impact fee credits
shall be approved within thirty (30) days of Developer submitting to the City proof of obtaining a
bond in a form acceptable to the City for completion of the improvement or shall apply when
building permits are issued or fees are otherwise due.
(b) For the portion of the improvements funded by TIF reimbursement from
benefitting developments or General Fund reimbursement then up to ninety percent (90%) of the
Developer Costs eligible for reimbursement via impact fees collected from other benefiting
developments or from General Fund appropriations, as described in Exhibit 4, shall be reimbursed
within thirty (30) days of City approval of Developer’s Documentation of Expenditures for actual
costs incurred, but only to the extent the City has actually collected eligible TIF fees and
appropriated eligible General Fund contributions.
(c) The remaining ten percent (10%) of eligible Developer Costs shall be
reimbursed within thirty (30) days of the City’s acceptance of substantial completion of each
Improvement, again only to the extent the City has actually collected eligible TIF fees and
appropriated eligible General Fund contributions. Upon completion of each improvement,
Developer shall submit the Required Documentation of Expenditures requested by the City
pursuant to above Section 3(c) to City for verification, and the City shall reconcile and issue final
confirmation of the amount of eligible fee credits/reimbursements and General Fund
reimbursements. If final actual Developer Costs increase or decrease pursuant to accepted bid
amounts, approved change orders, or other modifications directed by the City Public Works
Director, the creditable and reimbursable Developer Costs shall increase or decrease
proportionately, and City staff shall seek corresponding adjustments to the respective fee programs
and/or General Fund apportionments. If funds from the corresponding adjustments are not
available and budgeted, then reimbursement shall be made consistent with Chapter 16.20 et seq of
the City of San Luis Obispo Municipal Code.
(d) As part of the City’s normal process for submitting budget requests, City
staff shall request the City Council appropriate the amounts identified in Exhibit 4 and Section
3(a) above.
(e) The Developer may submit request for progress payments for incremental
completion of each Infrastructure Improvement, but no more frequently than once a calendar
quarter. Developer shall submit Required Documentation of Expenditures in the form identified
pursuant to Section 3(c) of this Agreement to the City Public Works Director for verification. The
City shall verify the validity and acceptability of the payment request, or shall submit a request in
writing to the Developer for additional information deemed necessary by the City to verify
Developer Costs within thirty (30) days after submittal. Such additional information shall be
submitted by the Developer to the City within thirty (30) days from receipt of the written request
by the City. If Developer complies with a request by the City for additional documentation of
costs, City may request more additional information only insofar as it relates to the additional
documentation provided. After the Required Documentation of Expenditures is deemed complete
by the City, the City shall provide payment of eligible reimbursements within thirty (30) days.
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Credit and Reimbursement Agreement
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6. 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 Conditions of Approval. 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 reimbursements 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 Developer and approved by the City or vice
versa. The only change orders excepted from City approval are (i) those in which Developer 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 (ii) those for which
Developer does not seek reimbursement from the City.
(b) Developer and the City Engineer, together, may approve any individual
change order, above and behind any contingency amounts, for any individual Infrastructure
Improvement if the total Developer Cost increase is Forty-Five Thousand Dollars ($45,000) or less
and the net total of the change orders theretofore approved does not exceed the contingency amount
for the Infrastructure Improvement. Developer and the City Manager together may approve any
individual change order for any individual Infrastructure Improvement if the cost increase is One
Hundred Seventy-Five Thousand Dollars ($175,000) or less and the net total of the change orders
theretofore approved does not exceed the contingency amount. Such change orders shall not
require City Council approval. Any individual change order for any individual Infrastructure
Improvement in excess of One Hundred Seventy-Five Thousand Dollars ($175,000) above the
Development Costs, may require City Council approval as determined by the City Manager. Any
change orders for additional work that is directed by the City Manager shall be conclusively
deemed to have been reviewed and approved, and such work including an allowance for
supervision, indirect expenses, overhead shall be outside of the amounts identified in this Section
6(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
therefore. To the extent the change order requires City approval, Developer 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 Developer 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 twenty (20)
working days of such submittal. Any change order submitted that requires City Council approval
shall schedule the hearing date for Council consideration within thirty (30) days after the change
order request has been deemed complete by the City Engineer.
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7. Indemnification. Developer 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 Developer’s failure to pay prevailing wages (which may apply)
when required, or other cause in connection with the acts or omissions of Developer, its employees,
subcontractors, or agents, or on account of the performance or character of construction and
installation of the Infrastructure Improvements, except where such liability, claims, suits, actions,
damages, and causes of action result from the negligence or willful misconduct of the City. Such
indemnification by Developer 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 Developer to indemnify and hold City harmless includes the
duty to defend City as set forth in California Civil Code Section 2778. Within fifteen (15) days of
City’s notice that it has been made a party to an action arising out of Developer’s acts or omissions
under this Agreement, Developer shall provide a defense to the City in that action, with legal
counsel acceptable to City. In the event Developer fails to provide such a defense to City,
Developer 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 Developer 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.
8. Acceptance of the Infrastructure Improvements. Each Infrastructure Improvement
to be constructed shall become the sole exclusive property of the City, or County, upon acceptance.
Developer 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
conditions, plans and engineering standards the City shall schedule the reasonably soonest Council
Hearing Date for consideration of accepting the Infrastructure Improvements. 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 Developer.
Written notice shall include details of the identified deficiencies. The City shall meet and confer
with Developer to discuss these deficiencies within ten (10) business days of Developer’s request
to do so.
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Credit and Reimbursement Agreement
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11. Force Majeure. The Term of this Agreement and the time within which Developer
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 beyond
the reasonable control of Developer 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, enemy action, civil disturbances, fire, or unavoidable casualties.
12. 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.
13. Term. This Agreement shall expire upon the earlier of fifteen (15) years from the
date of execution of this Agreement, or when reimbursements for all improvements constructed
by Developer identified in this Agreement are completed.
14. Integration. This is an integrated agreement containing all of the consideration,
understandings, promises, and covenants exchanged between the Parties for purposes of
identifying reimbursement and credits, other than those identified in the Private Reimbursement
Agreement, and other administrative processes within the scope of Infrastructure Improvements
as identified in Exhibit 2 of this Agreement, notwithstanding the Developer’s obligations as
specified in the approved Conditions of Approvals, and the VTIM.
15. 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.
16. 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.
17. 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.
18. 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.
19. Time is of Essence. Time is of the essence for this Agreement.
20. Notices. All notices required pursuant to this Agreement shall be in writing and
may be given by personal delivery or by registered or certified mail, return receipt requested, to
the Party to receive such notice at the addresses set forth below:
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TO THE CITY:
City of San Luis Obispo
Community Development Department
919 Palm Street
San Luis Obispo, CA 93401-3249
Attn: Community Development Director
WITH COPY TO:
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
Attn: City Attorney
TO THE DEVELOPER:
Covelop, Inc.
1135 Santa Rosa Street, #210
San Luis Obispo, California 93401
Any notice shall be deemed delivered on the first business day that delivery is attempted or upon
receipt, whichever is sooner. As used herein, “business day” means any day other than a Saturday,
Sunday, or any state or federal holiday on which financial institutions in San Luis Obispo County
are authorized or required to close for observance thereof. Any Party may change the address to
which notices are to be sent by notifying the other Parties of the new address, in the manner set
forth above.
21. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute a single agreement.
22. 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.
23. Authority. The Parties hereby represent that the persons executing this Agreement
are expressly authorized to do so for and on behalf of the Parties.
24. 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.
25. Recitals and Exhibits. The Recitals first set forth herein and all Exhibits attached
hereto are incorporated in this Agreement.
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- 11 -
Credit and Reimbursement Agreement
600 Tank Farm Road
(01-14-2022)
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the
day and year first above written.
DEVELOPER:
Covelop, Inc.
By: ________________________
Damien Mavis
Its: Managing Member
CITY:
City of San Luis Obispo, a California charter city and municipal corporation
By: ________________________
Michael Codron, Community Development Director
APPROVED AS TO FORM AND LEGAL EFFECT:
By: ________________________
J. Christine Dietrick, City Attorney
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Exhibit 1
Property
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Exhibit 2
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Appendix A of the adopted Citywide Transportation Impact Fee (the “TIF”) Program
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Exhibit 3
Transportation Improvements Eligible for Reimbursement
This Agreement covers four major Transportation Improvement elements that are to be
reimbursed: 1) Oversizing of an onsite 6’ sidewalk along Acacia Creek to a Class I “Acacia Creek”
bike path connecting Tank Farm Road to the Damon-Garcia Sports Park; 2) the 14-foot center turn
lane portion of Santa Fe Road, as described in the alternative street section in the Airport Area
Specific Plan and as illustrated in Attachment A to this Exhibit 3; 3) planning and design for the
Tank Farm Road Class I bike path connecting Santa Fe Road to Windmill Road west to Santa Fe
Road; and 4) the TIF-funded portions of Tank Farm Road to be installed by the project as shown as
Area 4 in Attachment B to this Exhibit 3 (including the Tank Farm/Santa Fe Roundabout). The
Project may also install portions of Tank Farm Road and Santa Fe Road that are the responsibility
of other private developers and landowners, and the reimbursement for those improvements will be
covered under a separate Private Reimbursement Agreement.
Tank Farm Road and Santa Fe Improvements. The Construction Delineation Exhibit in
Attachment B shows a delineation of the following segments and portions of Santa Fe and Tank
Farm Road Transportation Improvement areas, as follows:
Area 1: The portion of the Tank Farm Road public rights of way frontage that are the
responsibility of Developer. This includes sidewalk, landscape parkway, bike
lane/shoulder, curb and gutter, and the adjacent travel lane. These improvements
include the extension of water and recycled water improvements, dry utilities, and a
proportionate share of the street storm drainage improvements. These improvements
are not eligible for reimbursement.
Area 2: The portion of the Santa Fe Road public rights of way frontage that are the
responsibility of Developer. This includes sidewalk, landscape parkway, bike
lane/shoulder, curb and gutter, and the adjacent travel lane. These improvements
include the extension of water and recycled water improvements, dry utilities, and a
proportionate share of the street storm drainage improvements. These improvements
are not eligible for reimbursement.
Area 3: The portion of Santa Fe Road that is to be paid for from with General Fund
contributions or TIF funds as described in TIF Project 16a as shown in Exhibit 2 of
this Agreement. This includes the center 14 feet of the roadway as shown in
Attachment A of this Exhibit 3. The allocated cost includes a proportionate share of
the planning, environmental, and preliminary engineering work performed as part of
the project’s entitlement, as well as a proportionate share of the street storm drainage
improvements, and the improvements to the 14-foot-wide center turn lane and
median.
Area 4: The portion of the Tank Farm Road that is the responsibility of the TIF fund (Project
14), General Fund, or other communitywide source, and includes the median,
additional through lanes, the roundabout, drainage improvements, additional rights
of way needed for the improvements. The improvements and allocated cost include
a proportionate share of the planning, environmental, and preliminary engineering
work, as well as a proportionate share of the street storm drainage improvements.
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Area 5: This area is the portion of the Santa Fe Road frontage that would be the responsibility
of the property owner west of Santa Fe Road. These improvements include additional
sidewalk, land- scape parkway, bike lane/shoulder, curb and gutter, and the adjacent
travel lane. These improvements include the extension of water and recycled water
improvements, dry utilities, and a proportionate share of the street storm drainage
improvements.
Tank Farm Bike Path. The planning and design for the Tank Farm Bike Path are to be
developed at a sufficient level of detail to provide for an accurate determination of construction
quantities, necessary rights of way to be acquired, grading, and to a level sufficient to conduct a
project-level environmental assessment. Such level of detail is described as a “65% level of detail”
and is equivalent to Caltrans specifications and requirements for a Plans, Specifications and
Estimates (“PS&E”) and as contained and described in Chapter 2, Section 2-1 through Section 2-2,
of Caltrans’ Plans Preparation Manual, and in accordance with the City’s Improvement Standards
and Standard Specifications.
The environmental documentation shall document relevant environmental analysis/concerns
provided in previous environmental reviews conducted to date (including the Project EIR and the
Chevron EIR), describe level of CEQA review anticipated to be required, and provide applicable
technical studies to support the City’s subsequent preparation of a formal CEQA document.
The design shall provide horizontal and vertical alignments, utility conflicts, drainage strategy,
grading needs, and the approach to creek/stream crossings. The rights of way analysis and scope of
work shall define the right-of-way needed to construct the path, provide ROW exhibits and legal
descriptions to help guide future negotiations between the City and property owner(s). This level of
design requires a physical survey of the property, environmental studies such as biology, soils,
wetlands, cultural resources, and other, and a detailed set of plans with accurate vertical and
horizontal design elements, structural calcs, and accurate survey data.
Notable deliverables include the following:
1. Three alternative alignments and approaches for consideration and review by the City. The
City shall participate in the selection of these three alternatives. These alternatives will be at
a “schematic” level of detail with general horizontal and vertical locations. After City
comments (which may include City Advisory body involvement to be managed by the City),
the three alternatives shall be refined and resubmitted to the City for selection of one
alternative. The relevant technical studies shall be submitted to the City at this stage to inform
City review, and for their comment and approval by the City.
2. A refined alignment shall be presented to the City which reflects the further development of
the selected alternative. The level of detail shall be sufficient to estimate construction
quantities, structural design elements, rights of way for the improvement, construction
elements, earthwork calculations and balance, and utility locations. An OPIC shall be
prepared. This plan set shall be submitted for City review and comment. City shall provide
plan check comments in a consistent, non-contradictory format for all relevant departments
and reviewers (Planning, Utilities, Engineering, Natural Resources, etc.).
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3. An environmental assessment and initial study shall be prepared based on the selected
alignment. The assessment shall include relevant technical studies, evaluation of each
environmental subject area contained in the most current version of Appendix G of the CEQA
Guidelines, analysis of the compliance with the City’s VMT regulations for transportation
construction projects, and compliance with city development policies and regulations that
have been adopted for the purpose of environmental impact regulation and mitigation.
4. A final set of plans shall be prepared with the form and content in Section 1.1 of Division
1010 of the Engineering Standards. A final OPIC shall be prepared. No plan check or final
permit is anticipated.
Acacia Creek Bike Path. The Acacia Creek Bike Path Transportation Improvement is a 12-
foot concrete path (Option 2 of Improvement Standard 7040) from the approximately mid-line of
the project adjacent to Acacia Creek north approximately 750 lineal feet to the north property line,
and extending 200 feet north of the north property line on the Damon-Garcia Sports Park to a tie-in
point with the Damon-Garcia Sports Park Bike Path. This Class I bike path is considered and
“oversizing” of the 6-foot sidewalk that would have normally been installed by the developer. The
project’s “fair share” of the Class I bike path costs is the cost of the onsite 6-foot bike path, currently
estimated at $197,500 of the $573,500 total cost.
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Attachment A to Exhibit 3
Santa Fe Road Airport Area Specific Plan
Road Improvement Areas and Responsibilities
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Attachment B to Exhibit 3
Construction Delineation Exhibit
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Exhibit 4
Estimate of Developer Costs and Reimbursement Revenues
Attachment A of this Exhibit 4 shows the estimate of Developer Costs for the
Transportation Improvements. Attachment B of this Exhibit 4 shows how these improvements
are intended to be funded from a combination funding from the General Fund, TIF Credits from
the project, TIF fees from Benefitting Properties, Developer Contributions, and other sources.
Actual costs may vary, and the cost estimate in Attachment A is provided for illustration of the
scope and potential costs of the Transportation Improvements and not provided by way limitation
of the specific cost elements, total costs, or quantities. Attachment B is provided for illustration
of the potential magnitude and timing of General Fund obligations, and revenues from projects
benefitting from the Transportation Improvements.
DocuSign Envelope ID: A216B580-FC66-4518-9D6B-EB8CDE2D4A67
Attachment A to Exhibit 4
Developer Cost Estimate
Total City Share,
Reimburseable
Total
Total Area
Street Area 10,464 9,805 10,882 90,105 3,306
Pcnt Street Area
Description
Units Quantity Estimated Cost Quantity Estimated Cost Quantity Cost w/Prevailing
Wage Quantity Cost w/Prevailing
Wage Quantity Estimated Cost Quantity Estimated Cost Quantity Estimated Cost
Demolition and Earthwork LS 60,122.00$ 22,460.00$ 1 47,024.86$ 1 427,080.00$ 1 9,238.00$ 565,924.86$ 474,104.86$
Erosion Controls LS 5,000.00$ 5,000.00$ 1 8,650.00$ 1 15,000.00$ 1 5,000.00$ 7,500.00$ 38,650.00$ 31,150.00$
Water -$ -$
Fittings/Valves LS 1 4,500.00$ 1 4,500.00$ 9,000.00$ -$
Water Lines LF 600 24,000.00$ 375 15,000.00$ 39,000.00$ -$
Recycled Water Lines LF 600 24,000.00$ 375 15,000.00$ 39,000.00$ -$
Fire Hydrants Each 2 11,000.00$ 2 11,000.00$ 22,000.00$ -$
Sewer Lines -$ -$
Sewer Lines LF 375 25,500.00$ 25,500.00$ -$
Service Main Each 1 5,000.00$ 5,000.00$ -$
Manholes Each 1 5,500.00$ 5,500.00$ -$
Storm Drainage Allocation (See detail below)32,363$ 30,325.46$ 33,656.32$ 278,680.66$ 10,224.94$ 385,250.00$ 312,336.99$
Street Improvements -$ -$
Curb and Gutter LF 600 13,200.00$ 500 11,000.00$ 100 3,800.00$ 1,650 62,700.00$ 90,700.00$ 66,500.00$
Curbs (Mow)LF 600 9,600.00$ 680 10,880.00$ 1,671 41,775.00$ 62,255.00$ 41,775.00$
ADA Access Ramps Each 1 1,750.00$ 1 2,500.00$ 2 17,732.50$ 21,982.50$ 20,232.50$
Street Lights Each 2 11,000.00$ 2 11,000.00$ 3 28,500.00$ 50,500.00$ 28,500.00$
Joint Trench LF 360 6,300.00$ 8,500 148,750.00$ 6,300.00$ 148,750.00$
Sidewalks SF 2,160 25,920.00$ 4,960 59,520.00$ 85,440.00$ -$
Street Striping LS 1 2,500.00$ 1 2,500.00$ 1 4,325.00$ 1 4,325.00$ 1 5,000.00$ 18,650.00$ 8,650.00$
Asphalt Paving Tons 300 39,000.00$ 275 35,750.00$ 241 36,150.00$ 1,845 276,750.00$ 85 11,050.00$ 398,700.00$ 312,900.00$
Class II Road Base Tons 1,150 46,000.00$ 1,000 40,000.00$ 942 65,940.00$ 7,190 503,300.00$ 332 13,280.00$ 668,520.00$ 569,240.00$
Landscaping -$ -$
Trees Each 10 2,750.00$ 10 2,750.00$ 5,500.00$ -$
Planting and Irrigation SF 2,840 14,200.00$ 2,400 12,000.00$ 10,900 95,375.00$ 3,400 25,500.00$ 121,575.00$ 120,875.00$
Subtotal 326,904.62$ 330,985.46$ 202,046.18$ 1,751,218.16$ 53,792.94$ 181,750.00$ -$ 2,664,947.36$ 2,135,014.35$
-$ -$
Traffic Control LS 100,000.00$ -$ 100,000.00$ 100,000.00$
Right of Way Acquisition SF 2,990 37,375.00$ 41,960 525,500.00$ 1,010 12,625.00$ 575,500.00$ 562,875.00$
Cost Increase to Construction (2023)10.00%32,690.46$ 33,098.55$ 20,204.62$ 175,121.82$ 5,379.29$ 18,175.00$ 266,494.74$ 213,501.43$
Environmental Technical Studies 40,000.00$ -$ 40,000.00$
Design, Inspection and Construction Admin -$ -$
Engineering Design 12.50%40,863.08$ 41,373.18$ 25,255.77$ 218,902.27$ 6,724.12$ 22,718.75$ 100,000.00$ 333,118.42$ 366,876.79$
Construction Engineering/Survey 2.50%8,172.62$ 8,274.64$ 5,051.15$ 43,780.45$ 1,344.82$ 4,543.75$ 25,000.00$ 66,623.68$ 78,375.36$
Insurance 1.50%4,903.57$ 4,964.78$ 3,030.69$ 26,268.27$ 806.89$ 2,726.25$ 1,875.00$ 39,974.21$ 33,900.22$
City Plan Check (Per Fee Schedule)12,667.55$ 12,825.69$ 4,546.04$ 39,402.41$ 2,084.48$ 4,089.38$ -$ 71,526.16$ 48,037.82$
City Construction Inspection (Per Fee Schedule)26,675.42$ 27,008.41$ 13,133.00$ 113,829.18$ 4,389.50$ 11,813.75$ -$ 185,035.52$ 138,775.93$
Bonding 1.50%4,903.57$ 4,964.78$ 3,030.69$ 26,268.27$ 806.89$ 2,726.25$ 1,875.00$ 39,974.21$ 33,900.22$
Administration/Developer Ovhd 10.00%32,690.46$ 33,098.55$ 20,204.62$ 175,121.82$ 5,379.29$ 18,175.00$ 12,500.00$ 266,494.74$ 226,001.43$
Supervision 5.00%16,345.23$ 16,549.27$ 10,102.31$ 87,560.91$ 2,689.65$ 9,087.50$ 6,250.00$ 133,247.37$ 113,000.72$
Contingencies 20.00%65,380.92$ 66,197.09$ 40,409.24$ 350,243.63$ 10,758.59$ 36,350.00$ 25,000.00$ 532,989.47$ 452,002.87$
Subtotal 245,292.88$ 248,354.94$ 182,343.14$ 1,881,999.03$ 52,988.53$ 130,405.63$ 212,500.00$ 2,610,978.52$ 2,407,247.79$
Total 572,197.50$ 579,340.39$ 384,389.32$ 3,633,217.20$ 106,781.47$ 312,155.63$ 212,500.00$ 5,275,925.88$ 4,542,262.14$
Storm Drainage Note:All costs are estimates. Reimbursement to be based on actual costs.
18" SD Lines 660 108.00$ 71,280.00$ Eligible Developer Costs include all direct and indirect costs, including 10% Admin/Overhead
Curb Inlet 4 6,750.00$ 27,000.00$
Earthwork 833 30.00$ 25,000.00$
Stormwater Treatment 3,500 43.25$ 151,375.00$
Flared End Sections 1 2,595.00$ 2,595.00$
Manholes 3 4,750.00$ 14,250.00$
Subtotal 291,500.00$
ROW 7,500 12.50$ 93,750.00$
Total 385,250.00$
Estimated Developer Costs
City Responsibility; Public Reimbursement Agreement
Acacia Creek Bike Path
Class I Bike Path Connection
Tank Farm Bike Path Planning
"PAED" Level Planning,
Engineering and Environmental
Study
97,605 3,306
8.4%7.9%8.7%72.3%2.7%
Area 5
Frontage Improvements
(Private Reimbursements)
Private Responsibility; No Reimbursement Agreement City Responsibility; Public Reimbursement Agreement Private Responsibility, Private
Reimbursement Agreement
Santa Fe (Covelop Frontage
Improvements)
Area 1
Tank Farm (Covelop Frontage
Improvements)
Area 3
Santa Fe (TIF Reimburseable)
Area 4
Tank Farm (TIF Reimburseable
Area 2
17,300 16,211 10,882
DocuSign Envelope ID: A216B580-FC66-4518-9D6B-EB8CDE2D4A67
Attachment B to Exhibit 4
Estimated Cost and Funding Sources
If sufficient Off-Site TIF fees from Benefiting Properties have not yet been collected at time of
reimbursement request, then Developer may either wait until those fees are collected for
reimbursement or apply Onsite TIF Credits for reimbursement.
Uses
Santa Fe Road
(Area 3)1
Tank Farm Road
(Area 4)2
Acacia Creek
Bike Path3
Tank Farm Bike
Path PSE4 Total
Design $ 30,306.93 $ 262,682.72 $ 36,024.83 $ 189,750.00 $ 518,764.49
Rights of Way $ 37,375.00 $ 525,500.00 $ - $ 562,875.00
Direct Expense $ 316,159.86 $ 2,837,596.79 $ 475,468.73 $ 3,691,275.04
Contingency $ 40,409.24 $ 350,243.63 $ 62,049.67 $ 37,950.00 $ 490,652.54
Total $ 424,251.02 $ 3,976,023.14 $ 573,543.23 $ 227,700.00 $ 5,201,517.39
Sources
General Fund $ 254,550.61 $ 1,560,656.94 $ 376,005.65 $ 68,310.00 $ 2,259,523.21
Offsite Paid TIF5 $ 120,555.17 $ 1,715,876.15 $ 159,390.00 $ 1,995,821.32
$ 197,537.58 $ 197,537.58
Onsite TIF (Credits) $ 49,145.24 $ 699,490.05 $ 748,635.29
Total $ 424,251.02 $ 3,976,023.14 $ 573,543.23 $ 227,700.00 $ 5,201,517.39
4 30% of Costs from GF
1 60% of cost from GF; Balance from TIF
2 30% of Direct and Indirect Project Cost from GF; 100% of ROW from GF
3 100% of Non-Project Contributions from GF
5 Projected Fees from 660 Tank Farm and 3985 Broad Street Retail Pads Plusn 100% from 650 Tank Farm Road
Direct Project Contribution
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Exhibit 5
Benefitting Properties
3895 South Broad Street APN: 053-421-003
660 Tank Farm Road (AKA 666 Tank Farm Road) APN: 053-421-004
650 Tank Farm Road APN: 053-421-005
250 Tank Farm Road APNs: 053-251-057 through
053-251-084, inclusive.
DocuSign Envelope ID: A216B580-FC66-4518-9D6B-EB8CDE2D4A67
3985 South Broad Street, 666 Tank Farm Road, 650 Tank Farm Road
250 Tank Farm Road
DocuSign Envelope ID: A216B580-FC66-4518-9D6B-EB8CDE2D4A67