HomeMy WebLinkAbout04-01-2019 - Avila Ranch Credit & Reimbursement AgreementCREDIT AND REIMBURSEMENT AGREEMENT
FOR AVILA RANCH
This Agreement is made on April 1 st, 2019, 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, General Funds, 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 crediting or reimbursement ("Infrastructure
Improvements"; 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 crediting or 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, traffic impact fee credits and reimbursements shall not exceed the
purpose or amount being collected by the source fee programs, traffic impact fee
programs shall not be used to loan the General fund or private parties, traffic impact
fee programs shall not be used to loan other traffic impact fee programs, and General
Fund reimbursements require appropriation by the City Council; and
G. WHEREAS, in order for Avila Ranch to incur the Developer Costs the City of San
Luis Obispo agrees to issue to the Developer Eligible Fee credits and request
Page 1 of 15
appropriation of General Fund reimbursements as part of the City's 2019-21 Financial
Plan. A schedule specifying the Eligible Fees and General Fund reimbursements for
the construction of the Avila Ranch Project will be prepared by the City and Avila
Ranch.
H. 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) "Inflation" means cost increases over time as adjusted in the City's fee
programs based on Engineering News -Record's (ENR) Construction Cost Index (CCI). Per section
5.04.2 (e) of the development agreement the City annually adjusts its fee program estimates based
on ENR & CCI reports. These adjustments shall be applied to eligible TIF or LOVR Fees credits &
reimbursements.
(c) "Approved Plans" means the plans for each Infrastructure Improvement set
forth in Section 2.0) 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 the actual cost of designing, permitting and
constructing each of the Infrastructure Improvements listed on Exhibit 2 as adopted in Table B-2 of
Page 2of10
the Development Agreement. 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 eligible Developer hard and soft costs.
Soft costs shall include Developer's legal, accounting, and engineering costs.
(i) "Eligible Fees" means the following fees used to credit and reimburse Avila
Ranch for Developer Costs:
(i) Citywide Transportation Impact Fees ("Citywide TIF") and Los Osos
Valley Road Subarea Transportation Impact Fees ("LOVR Fees") as adopted by the respective City
Council ordinance(s) collected from the Avila Ranch project (Tract 3089).
(ii) Any Ad Hoc or Project Specific Mitigation Fees levied and collected
by the City for the Infrastructure Improvements in Exhibit 2, if any.
(iii) For the purposes of crediting and reimbursing Avila Ranch for the
construction of the southbound Highway 101 ramp meters at the LOVR on ramp, Eligible Fees also
includes LOVR Fees collected within the LOUR Subarea not otherwise allocated to Costco and the
proportionate share of the Citywide TIF fees collected within the Airport Area Specific Plan
allocated to the LOVR interchange, currently estimated to be nine (9) percent of the Citywide TIF,
this value may vary based on actual calculations.
(iv) For the purposes of crediting and reimbursing Avila Ranch for the
improvements at Tank Farm and Higuera, Eligible Fees shall also include the proportionate share of
the Citywide TIF collect outside the Avila Ranch Project allocated in the Citywide TIF to the Tank
Farm and Higuera Improvements, currently estimated to be three (3) percent of the Citywide TIF,
this value may vary based on actual calculations.
0) -"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.
(1) "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.
(n) "Substantial Completion" means 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 ten working days and shall not unreasonably be withheld. In addition, documentation of
corresponding expenditures as provided in section 3(b) has been submitted to the City. Substantial
Completion shall be required only for the purposes of release of credit or reimbursement for the
final ten percent of Developer Costs pursuant to paragraph 6 below.
Page 3 of 10
3. City Obligations. Inconsideration of Avila Ranch's agreement to design and construct
the Infrastructure Improvements, the City agrees to the following:
(a) To reasonably cooperate with, and respond to reasonable requests from 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 60 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 (15) 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, or
CalTrans for improvements within the State's jurisdiction, to be constructed in accordance with the
Approved Plans & Specifications for the Infrastructure Improvement, the City, or CalTrans for
improvements within the State's jurisdiction, shall approve each Infrastructure Improvement and
accept it in accordance with Section 10 of this Agreement.
(d) To credit against Eligible Fees due at the time of building permits from Avila
Ranch and to reimburse, in a timely manner, Council appropriated General Funds and Eligible Fees
collected to Avila Ranch for its one hundred percent (100%) of Developer Costs pursuant to Section
5 of this Agreement. The City shall provide credit or reimbursement for the cost of the Infrastructure
Improvement, in accordance with this Agreement to the extent the City has collected Eligible Fees or
other fees and the Council appropriated funds and which is a lawful use of funds per section 5.05.3
of the development 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 in accordance with the adopted
San Luis Ranch Development Agreement until either Avila Ranch substantially completes the
improvement or SLR Funds are collected, whichever is the later. Upon such completion, after City
inspection, pursuant to paragraph (c) above, or collection, and the City agrees to immediately convey
such funds to Avila Ranch.
(f) To reimburse or provide credits from the Citywide TIF and LOVR Subarea 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
Page 4 of 10
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/or reimburse Avila Ranch
from the LOVR Fee program, and the LOVR portion of the Citywide TIF, and the General Fund when
appropriated by Council in accordance with those adopted fee programs and council authorizations.
The City and Avila Ranch agree that all LOVR Fees 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% (Fair share) of the total costs of design and construction. If, after
all credits are applied and payments are made from currently available LOVR 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 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 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 & Specifications and the City of San Luis Obispo Standard Specification and Engineering
Standards.
(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 transportation impact fee
credits and/or reimbursement of one hundred (100) percent Developer Costs for Infrastructure
Improvements from Eligible Fee programs up to the amount collected by those fee programs. The
fees not collected by eligible fee programs shall be reimbursed from the City's General Fund or other
non -fee program sources with Council approval. City staff shall timely request the City consider
corresponding General Fund appropriations as part the 2019-2021 Financial Plan, and subsequent
Page 5 of 10
Financial Plans as needed to provide Avila Ranch with the necessary reimbursements. These proposed
general fund appropriations are as follows:
a) Buckley Road Class I Extension - $320,000
b) South Higuera Sidewalk - $112,750
c) Vachell Class II Bike Lanes - $260,000
6. Impact fee crediting and reimbursement up to ninety (90) percent of the Developer
Costs shall be provided either 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 or shall apply
when building permits are issued or fees are otherwise due and shall arise only from Developer funded
infrastructure . The remaining ten (10) percent of funds shall be provided within thirty (30) days of
substantial completion 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 or decrease
pursuant to accepted bid amounts, approved change orders, or other modifications directed by the
City Engineer or City staff, creditable and reimbursable Developer Costs shall increase or decrease
proportionately and the City will seek corresponding adjustments to the respective fee programs and
general fund apportionments
(a) 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,
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 all applicable terms in this agreement.
(b) 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 Public Works Director for verification. Required Documentation of
Expenditures may be submitted in advance of City acceptance of the Infrastructure Improvement. The
City 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 to verify Developer Costs, subject to the limitations in those Sections. Such additional
information shall be submitted by the Avila Ranch to the City within thirty (30) days from receipt of
the written request by the City.
(c) Once the Required Documentation of Expenditures is deemed complete by the
City Engineer, the City shall confirm the amount of the reimbursement or fee credits for each
Infrastructure Improvement within forty-five (45) days.
7. Fee Pa ents and Credits. Upon completion of each Infrastructure Improvement, City
shall reconcile and issue final confirmation of the amount of Eligible Fee credits, General Fund
Reimbursements, when appropriated by the City Council, and Developer Costs. If at the completion
of Infrastructure Improvement, actual costs differ from estimates adopted from the fee program Avila
Page 6 of 10
Ranch and the City agree to make reimbursements in accordance with the reconciliation and the City
will seek corresponding adjustments to the respective fee programs and general fund appropriations.
8. 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 and
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 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 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. Avila Ranch and the City
Manager together may approve a change order 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. Any change order 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'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 twenty (20) 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 schedule the reasonably soonest hearing date for
Council consideration after the change order request has been deemed complete by the City Engineer.
9. 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 when required, or other cause in
Page 7 of 10
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, 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 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.
10. Acceptance of the Infrastructure huproveineiits. Each Infrastructure Improvement to
be constructed shall become the sole exclusive property of the City, County 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
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 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.
11. Force Maieure. 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.
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.
Page 8 of 10
13. 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.
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 Avila Ranch's obligations as specified in the
approved Conditions of Approvals, the VTTM, and the Development Agreement.
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. 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:
Avila Ranch:
Page 9 of 10
City Attorney
990 Palm Street
San Luis Obispo, Ca 93401
Avila Ranch, LLC Andrew D. Mangano, Managing Member
3596 South Broad Street, Suite 104
San Luis Obispo, CA 93401
LLC
with a copy to:
Stephen J. Peck
Peck Planning and Development,
2455 Greenwood Avenue
Morro Bay, CA 93442
Leslie Z. Walker
Thomas Law Group
455 Capitol Mall, Suite 801
Sacramento, CA 95814
21. 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.
22. Severabilfty. 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.
CIZ
Ul-A
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the
day and year first above written.
AVII "ANCH, LLC, a California limited liability
Title:
ATTEST:
Page 10 of 10
G
Teresa Purrington, City C1 r
Page 11 of 10
EXHIBIT 1
Exhibit C to the Development Agreement
Table B-2
Avila Ranch Infrestrucluns Cost and Allocation Analysis
Faa ged11 and Refmburs-ol
Aa,r4mn,r S Mus
Exhibitl$
Rlm
7041 Prn)rc1
Amato Hugecl to Fee creat
10
Wvr17 rrr.si tg�i
i4
(Na1 C16{M rP CrIQt
If No and if
O9ylbgrHgdy
RNP eld if
Oeselup.r equity
COH E, N...
$1,346,250
51.346.250
.1V,w4arumlr$)
141DO%,
`1004,
$20,ege.o66
ols
Eel om4H- 9lS datu,
$542030
$367¢00
Vllw le C$7
Value to Canty
TIF AASP AASP ffduq LOVR
Build Project (No Reimbursement)
T1 Transit Slaps
$75,000
575,000
T2 Buckley Road Widening - Vachell to Avila PL
52,254,500
52,254,500
$1.147,250
Suburban StdamIk Sldewalks W/O Earthwood(Exi$Nrg
T3
Deficiency)
$125,000
$125,000
T4 Suburban Signal Modifications
$125,000
5125,000
TS Venture Residential Collector
52,612.000
$2,612,000
T6 Buckley Frontage ON. Path
5655,000
5655,000
T7 Hor¢on/Jespamon Collector Avila Ranch
$2,163,000
$2,167,000
554¢.750
US 10175. Higuera Interchange - Prepare PS6E for SB
TO
Ramp Maiming
'�
'�
T9 Coon y Ofrshe hryvwamenls relatod to Bucktay Naad
54Jo 000
3450 000
$450 000
Inleranors fes/MIF777 and Davenport Crook) ITN)
Build Project (Potential Private Relmbumemenl)
T70 Vachell Lane Wdening,LTL ® Venture, mac sidewalks
and Class II Bike Lanes
5650000
5550,000
$214,500
5110,500
Tit Earthwood Collector Suburban to Venture
5416,000
$419,000
$104,500
T12 Buckley Road Eden elan- Vach o 11 to So ulh Hlgu era
$6,000,0DO
59,000,000
$1,125,000
53,375,000
T13 Suburban Widening EJOEo Mvood
5450,000
5150,150
T14 Horizon South at Suburban to Avila Ranch
$770,000
5577,500
T15 South HigueraNachall Lane
$150.000
$75,000
Ru lld Project (E llgibla ter AASP Yen Cro dile Melmbueye
T18 Tank FarmMiguara SB Dual LT
$470,000
$470,000
so
T17 Tank Farm Creek Bike Path
$860,000
$815,000 545,000
s0
T18 Tank farm Creek Blkepalh -Chevron 370 TFR
593400
$934,000
s0
T19 Tank Farm4liguera WB Dual RT
3670,000
5670,000
$0
Build Project (Eligible for AASP Fee Cfodi141Retmhur.e
a
T20 Bucklay Edenslun Bike Path
5500,000
TBD
$500.000
593,750
$281,250
Build Project (Eligible for LOVR Credits)
T21 US 101/L0VR Interchange- Install SB Ramp Me(edng
$250.000
5250,1704
m
s0
Build Project (Eligible for City TIF Fee CrinfiliMelorlbur.
T22 South Higuera/Soulh Street NB RT Lane
$370,000
S 370,D00
30
T23 South Higuera Sidewalk-Vachell to LOVR
$125,099
5 125,000
so
T14 South Hlguera Sidewalk -City Liril to LOVR
$ao.wo $ a0,000
30
SubrPlet
521,220,500 S 575,000 $2,689,000 y15,000
$250,000
$16,906,150
$2,079,500
$5,344,000
Pay Fee -LOVR
T35 LOVR Interchange (Impac(Fees remaining after
crediting from above)
$3,172,461
$"5'172'484
750
Pay Fee - Citywide TI F
T25 C)%W. TIF tnplet Fees (Remalning lobe paid -
racking for polcoki TIF credB shown above)
3 1501 929
$I,CAt,42O
Pay AASP Fee (or Mitigation Fee as Identified)
T27 Hoe- lam WO Took Farm to SW -ban
$594,000
30
$0
T28 prado/Hlguera NO Dual LT
$750.000
s0
30
T29 Pradomlguera Cumdaltre Improvemeole (Orel LT, RT, 27Md
$2.0W,ODO
$0
$o
730 AASP Impact Fee. (Remalolog to be pall. reduced for
$0
polerdhl AASP Credl .hv n above)
3a
Pay Mitlgallon Fee - Pro Rare
T31 LOVR7HIguara Intersection Improvements
$2,W.000
7845,160
T32 Bob Janes Trail Bike Path
51.250,00¢
372,500
$72,500
T33 BuckleyNach ell Into section
$550,000
TBD
$107,250
5642,750
Pay Mltlgalion Fee -Pro Rala or AASP If Amended Into
T34 Buckley~ 2271nlersection
$2.700.008
TBD
$270,000
$270,Oo0
T35 Tank F.mvHlguera NBRTadandon
$950,000
TBD
S(13.900
so
i 04,]1
0
30
e1
as
Teter All Traneporlallw
$$7,214,014
$676,000 $2,119,000 545,00¢
5760,000
5]],718,]44
57,60],760
56,014,000
Parks- Land and lmptovemenls(1S acres)
$e,645,500
K5*k6W
10
Wale( and Sewer
$427,5005427,b00
Mile Sauey - InIld "Fka $lagya
$1,346,250
51.346.250
$0
InVecllmproveme -Not SpeclSed Above
$20.596,000
$20,ege.o66
ols
Eel om4H- 9lS datu,
$542030
$367¢00
lluhreak 179.R-1-01$29,687,250
Ofemd 1 1¢7.181,111 $676,000 11.180,000 311Aoo 171¢.000 1k? sse,lla 17A1],7t0 11,514,000
,.,._.Racket,Rg,447..,.,d,,: w
Exhibiti$
Table B-2
Avila Ranch Infras(mctum Cost and Allocation Analysis
,,,..Racket.Pg,446.,..z_ r_
Allocation
to AN la Ranch
Oevelaper Equlry
Implemen1611on1
N...
Alaulbnlo Avm
Up-Fronl
RShill re d
ArnInnna
Ir ria,Aaa J
kem
Panlclpallan by
Ailacatbnlo Raroh(=DICredls
percent
A-uM
R•9n1 Yed
i1N10N le'PrhiN
Avila Ranch
Ranch
Ala. Rch or Rehnbursemenls)
[ �
Rr;rpivsar AlM
Build Project (No Relmbumemenl)
T7 Transit Stops
$75,000
Build
1000%
$75,000
100%
375,co0
No
T2 Buckley Road Widening- Vachell to Avila PL
$2,294,50o
Build Ph 184
500%
$1,147,250
l00%
$2,294.500
No
T3 Suburban Sidewalk Sldevralks W/O Eerlhmood (Existing
5125.WO
Build Phaso 1
1000%
5125,000
100%
$125,000
No
Deficlency)
T4 Suburban Signal M11d1fka(brt9
5125,000
Build Phase
1000%
$125,000
100%
$125.000
No
TS Venture Rasldenual Collector
$2,612,000
Build Phase 1,2,3
1000%
$2,612,000
1001A
$2,612,000
No
T6 Buckley Frontage Bike Path
5655,000
Build Phase 1, 4
1000%
5655,00a
l00%
5655,000
No
T7 Horizon/Jesperson Collector Avila Ranch
$2,163,000
Build Phase
750%
31,622,250
100%
32,163.000
No
TO US10Meteniquuera Interchange- Prepare PSBE for SB
550000 Complete2Phase 1-
1000%
$50000
100%
550,000
No
Ramp
T9 County Olrstte Improvements related to Buckley Road
5430000 Payment to County
WA
IVA
100%
34301000
No
Intersections (at HWY 227 and Davenport Creek) (T34)
-I-
LJ
U
Build Project (Potential Private Relmbursemenl)
Vachell Lane Wd6ning, LTL (w4 Venture, nisc sidewalks
710
5650,000
Build Phase 1
500%
$325,000
100%
5650,0130
No
and Class II Rake Lines
Ttt Eadhwood Collector Suburban to Venture
$418,000
Build Phase 1
750%
5317.500
100%
$416,000
No
QT12
Buckley Road Extension- Vachell to South Hlguera
$6,000,000
Build Phase
250%
$1,500,000
100%
36,000,000
No
?
-O
T13 Suburban Widening FJO Earlhwood
5450.000
Build Phase
34.7%
$156,150
IN%
5450,000
Yes
S293,850
Tt/ Horizon Collector South of Suburban to Avila Ranch
577o,000
Build Phase
750%
$577,500
100%
$770,000
Yes
$192,500
w1ROW
m
T15 South Higuera/Vachell Lane
$150,000
Build Phase
50.0%
$75,000
100%
5150,000
Yes
$75,000
N
-O
(Build Project (Eligible for AASP Fee CreditsfRelmburse
O
4�
T16 Tank FarMHlguera SB Dual LT
$470,000
Build Phase 1
134%
562,980
100%
$470,000
No
b0
V)
U
T17 Tank Farm Creek Bike Path
S8eo000
Build Phase 1,2,3
75.0%
5645,000
400%
1860"Dae
No
Ol
O
T18 Tank farm Creek Bikepalh- Chevron lie TFR
5934,000
Build Rphhrasse 4 if
100.0%
$934,000
IOU%
$934.000
No
d
T19 Tank FarrNHlguere, WB Dual RT
5670,000
Build Phase
134%
$89,780
ID6%
3670,000
No
SO
Build Project (Eligible for AASP Fee Cred iLslReimbu rs
T20 Buckley Extension Bike Path
$Soo,000
Build Phase
250%
$125,000
l00%
$5og000
No
;Build Project (Eligible for LOVR Credits)
T21 US 101/LOVR Interchange -Install SB Ramp Metering
3250,000
Build Phase
1000%
5250.000
100%
5250,000
No
$0
IBulld Project (Eligible for City TIF Fee CredltslRelmbu
T22 South HlgueralSoulh Sheet NB RT Lane
$370,000
Build Phase 1
30,8%
$113,960
100%
3770,000
Yes 1
SO
T23 South Higuora Sidewalk - Vachall to LOVR
$125,000
Build Phase 1
1000%
$125,000
l00%
$125,000
No
T24 South Higuera Sidewalk - City Unit to LOVR
$80,000
Build Phase
243%
$10,44a
100%
stio,000
No
Subtotal:
$21,226,500
$11,723.810
321,226,500
$561,350
B)
-Pay Fee -LOVR
B1
T25 LOVR Interchange(Impact Fees remalning alter
$3172464
Paylmpact Fees
1000%
53,172,464
IN%
$3,172,464
No
LL
crediting framabovo)
O
O
(Pay Fee -Cltywide TIF
4-
T26 CAyAlds TIF"u Fees (Remaining to be paid-
$ 1,501,920
Pay Impact Fees
]1,•.1.926
100% $
1.51,920
No
M
redurc�l for polenOeI TIF Credit shovm shove)
Pay AASP Fee (or Millgallon Fee as IdentlFted)
\
T27 Harhon tans S1C Ten* Farm to Suburban
$594,000
Pay lmpacl Fees
250%
$148,500
0%
$4
Ito
V,
(U
IU
T28 PradoMi9uea NO Dual LT
3750,OW
Paylmpact Fees
65%
$63,760
0%
50
No
LLT29
PIad07HigueraCamdalive ImprovemeMe(Dual LT, RT, 2TIvu)
32,OO13,oa0
Pay lmpac(Fees
00%
$D
0%
SD
No
Y
N
AASP Impact Fees(Reerk Yq to be paid-roduced for
Tag
$13
Impact
Pay mpaccU
$o
100%
$o
No
CL
poleIAASPCred.l rho. ahvre)
_E
Pay Mitigation Fee -Pro Rata
f a
T31 LOVRMigueralnlemechonlmprovemenls
$2,54,000
Pay MITFees
25.4%
$645.10
254%
3645,160
No
n -
T32 Bob Janes Trail Bike Path
31,2 .000
Pay MIT Fees
5 B%
572,500
58%
572,500
No
U
C
T33 BuckleylVachell Intersection
3650,000
Pay MIT Fees
165%
$107,250
165%
5107,250
No
f0
Pay Mitigation Fee - Pro Rate or AASP If Amended Into
•'
T34 BuckleyMWY 2271nN section
$2,700,000
Pay MIT Fees
27%
572,900
100%
SZ713,0013
No
Q
T35 Tank Farm/Higuera NB RT extension
385.000
Pay MIT Fees
134%
$113,900
134%
$113,900
No
u
Ir.A6141443,1
Ie,3H
fA1],1t[
[9
Total All Tfaneponellon:
5]7,1]4,104
$17,611,161
07.1 11,04
f 661,]60
Pads - Land end Imp-ment.(18 auae)
58,645,500
100 Oil
30k6s3.1M
100%
$0,645,500
No
h
Water and Sewer
$427,500
100,0%
3427,5(10$427.500
$427.500
No
U
Pubtie Salt.• - Iatalp P41 SSaDna
$1,346,250
1000%
$1,316,250
100%
$1,346,250
No
Infract Improvements- Not Specified Above
520,690,000
1000%
$20.896.000
100%
520,896,000
No
t
q rrcMe -Not S K{Red A7rav0
$667
I" A76
w2pod
t00%
$5520013
No
p
Sublar.b
37pA67.aa
$28,81,250
$2ia17.236
Grand Total:
$67,10;134
1N,A/,441
566,.76,946
IHL]Ia
,,,..Racket.Pg,446.,..z_ r_
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)
• T18 Tank Farm Creek Bikepath (Avila Project Boundary to Tank Farm)
• T19 Tank Farm/Higuera WB Dual RT
• 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
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 ("CUP") 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:
1. 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 I
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.
Tank Farm Creek (Onsite) Bike Path (T17/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
e. Tank Farm/Higuera Westbound Dual Right Turn Lanes (T 19/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.
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:
i. 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
,t&. Derelc.:lahnson
A 1'3, 201:8
Page 5
M, ay nat`be ,1aw:ftally nRed :format pWpt�se. {O'A,' 3.41:2: g) aid 3;05: {a), ():).:Avila'Ranch
will prepare the draft private reimbursement agreement by April 30, 2018 and .City shall review
theagreement within 30 days. of subatittaL Said reimbursement agreement shall be consistent
with DA sections 5.04.2(k)� and5k&l (a) — (0 'Me- ucidibursemeat agmecmeae shol-l"be sdbptedC.
by the City Council prior to or concurrent with City Council's approval of the first final map for
the project. Tbp reimbursement agc�eTpent h`ak)<l7e'pTeAaxeck peT Government Code Section
66485 et seq. and San Luis Obispo Municipal Code section 16.20.110 of the of the Government
Code to requim the private- reimbursements as a cone'x ai aaxy building p.@rrnii or deveFoptrtent.
permit for the affected properties.
5. Ting;A-Mica,on-and Arnaurats•ofVee.Credits
The City confirms that for projects eligible for Citywide TIF reimbursement/credits or
_LOUR Subareaftereirnbursement/credits,.A.vftRanch wifi:receive.credits immediately
following the completion (or bonding for same) of each required improvement and the
reimbursements-lenedits will-n,ot'be allucaited to specifie project phases. The reimbursement
agreement for any improvements with Citywide TIF or LOUR Subarea Fee credits shall provide
IhzvAvk Ramela'shall reeeive xeimbursement for the full projected cost of the improvement_ from
the Citywide TIF/ L O.VR Balsam Fees aabil'sha:ll ibeaef- t fhmt any east savings by mdlacing the
share paid by Avila Ranch rather than the share reimbursed by:the Citywide TIF or LOUR
Subarea.Fee..One:hundred percent- (H-10%) of Avila Ranch's Citywide- and/or LGVR Subarea.
TIF fees AAR be appYiec or reimbursementunuiv"th6re is full reim$ursement 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
medifyothe Agroment. I*F.othingtin` his Agr omont n ify- Avda Rmich or the City's ability
to enforce the terns of the DA pursuant to the terms of the DA.
°Ilse City ofSaxr Luis Obispo and Avila Ranch agree'to the terms set forth above and in
Exhibit A.
11 iia nch City, of San; Leis 06fspa
Andy Mangano., €X ck .k nsol3
Managing Membe CRY Manager
Mr. Derek Johnson
April 3, 2018
Page 6
EXHIBIT A
City LOVR Subarea Fee Nexus Study Methodology
1. 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.