15-0421_Amd 2 Reinstate & Reimburse_LV Pacific PointBecording Requested By:
First Americon Title Company
. Hometjullder Services
Subdhnsion Department
RECORDING REQUESTED BY:
32400 Paseo Adelanto
San Juan Capistrano, OA 92675
AND WHEN RECORDED, MAIL TO:
Maria M. Morris, CMC, City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Exempt from Recording Fees:
Gov Code 27383 & 6103
City of San Juan Capistrano
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder IIIIIIII|[|||||||||||||[||IIIIIIIIIIIIIIIIIIIIIIIIIIIIII|105'00
*$R000750691 4$*
201500023785911:51 am 05/07/15
143 401 A17 A12 F14 30
0.00 0.00 0.00 0.00 87.00 0.00 0.00 0.00
This Space for Recorder's Use Only
AMENDMENT #2 AND REINSTATEMENT TO THE IMPROVEMENT AND
REIMBURSEMENT AGREEMENT
THIS AMENDMENT #2 AND REINSTATEMENT TO THE IMPROVEMENT AND
REIMBURSEMENT AGREEMENT (ASSESSOR'S PARCELS #666-301-01, 666-301-
09, 675-361-01, 675-361-03, 675-361-04, 675-361-05, 675-081-03, 675-081-04, 675-
081-10, AND 675-081-14) ("Amendment") dated the ^\ of fipr't \
20 tgb is entered into by and between LV PACIFIC POINT LLC, a Delaware Limited
Liability Company, whose mailing address is 3121 Michelson Drive, Suite 200, Irvine,
CA 92612, the developer of property known as Pacifica San Juan Subdivision,
specifically referred to under Vested Tentative Tract 14196 and 15609 in the City of San
Juan Capistrano, of the County of Orange, in the State of California hereinafter referred
to as ("Developer") and the City of San Juan Capistrano, hereinafter referred to as
("City").
RECITALS
WHEREAS, On June 16. 1992, the City granted approvals for Tentative Tract 14196
(Resolution Nos. 92-6-16-4) which would be divided into multiple final
maps; and,
WHEREAS, Conditions of Approval required Developer to enter into an Agreement
with the City to provide for the construction of certain off-site traffic
improvements; and.
Recording Requested By:
First American Title Company
Homebuilder Services
Subdivision Department
RECORDING REQUESTED BY:
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
AND WHEN RECORDED, MAIL TO:
Maria M. Morris, CMC, City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Exempt from Recording Fees:
Gov Code 27383 & 6103
City of San Juan Capistrano
This Space for Recorder's Use Only
AMENDMENT #2 AND REINSTATEMENT TO THE IMPROVEMENT AND
REIMBURSEMENT AGREEMENT
THIS AMENDMENT #2 AND REINSTATEMENT TO THE IMPROVEMENT AND
REIMBURSEMENT AGREEMENT (ASSESSOR'S PARCELS #666-301-01, 666-301-
09, 675-361-01, 675-361-03, 675-361-04, 675-361-05, 675-081-03, 675-081-04, 675-
081-10, AND 675-081-14) ("Amendment") dated the ^\y of PVpr't \
20Jf2_ is entered into by and between LV PACIFIC POINT LLC, a Delaware Limited
Liability Company, whose mailing address is 3121 Michelson Drive, Suite 200, Irvine,
CA 92612, the developer of property known as Pacifica San Juan Subdivision,
specifically referred to under Vested Tentative Tract 14196 and 15609 in the City of San
Juan Capistrano, of the County of Orange, in the State of California hereinafter referred
to as ("Developer") and the City of San Juan Capistrano, hereinafter referred to as
("City").
RECITALS
WHEREAS, On June 16, 1992, the City granted approvals for Tentative Tract 14196
(Resolution Nos. 92-6-16-4) which would be divided into multiple final
maps; and,
WHEREAS, Conditions of Approval required Developer to enter into an Agreement
with the City to provide for the construction of certain off-site traffic
improvements; and.
WHEREAS, Said Agreement, entitled "IMPROVEMENT AND REIMBURSEMENT
AGREMENT (ASSESSOR'S PARCELS #666-301-01, 666-301-09, 675-
361-01, 675-361-03, 675-361-04, 675-361-05, 675-081-03, 675-081-04,
675-081-10, AND 675-081-14) ("Original Agreement") which is also
described as Vested Tentative Tracts 14196 and 15609, was entered into
by SJD PARTNERS, LTD., a California limited partnership ("Former
Developer") and approved by the City Council on July 20, 1999 and
recorded in the Official Records of Orange County, California ("Official
Records") on August 9, 1999, as Instrument No. 19990581258; and,
WHEREAS, City requires that those certain improvements, as outlined hereafter, be
constructed concurrently with Developer's development; and,
WHEREAS, Said Original Agreement, was amended and approved by the City Council
on November 15, 2005 and recorded in the Official Records on November
28, 2005, as Instrument No. 2005000945594; and,
WHEREAS, Developer is the successor-in-interest to Former Developer and the Owner
of that certain parcel of land situated in the City of San Juan Capistrano,
Orange County, generally described as Vested Tentative Tract Maps
14196 and 15609; and,
WHEREAS, Developer has assumed all of Former Developer's rights and
responsibilities pursuant to the Original Agreement; and,
WHEREAS, City and Developer propose to restate and amend the Original Agreement
as set forth herein. All terms not otherwise defined or amended herein
shall have the meaning ascribed in the Original Agreement; and,
WHEREAS, Developer has requested, and City has agreed, to replace the existing
Performance and Material and Labor Bonds ("Bonds") with new Bonds for
100% of the cost of the remaining off-site improvements as defined within
this Amendment; and,
WHEREAS, the Amendment shall continue to require Developer to design and
construct the remaining off-site improvements concurrently with his
development, as conditioned, and would provide the developer the
needed additional time to process the permit approvals for the remaining
off-site improvements as listed within Attachment "A" of the Original
Agreement, through Caltrans and the City.
NOW, THEREFORE, in consideration of the premises hereinafter set forth, CITY and
Developer mutually agree as follows:
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 2
AGREEMENT
Section 1. Scope of Improvements/Pro-rata Share Obligations. The
Developer shall design and construct and be initially responsible for all the costs of the
remaining off-site improvements listed within Table 1 herein and as indicated in
Attachment A, Section 1, and as depicted in Exhibit "A" to their ultimate standard
configurations in accordance with the City standard specifications and to the satisfaction
the City Engineer. All easements, right-of-way acquisitions, dedications and permits
needed from any agency to accommodate said improvements listed, if applicable, shall
be obtained by the Developer, with City's assistance, at no initial cost to the City. The
Developer shall provide performance bonds/securities as well as labor and materials
bonds/securities for 100 percent of each estimated remaining improvement costs as
depicted within Exhibit "A" as prepared by a Registered Civil Engineer and approved by
the City Engineer, on standard City forms as approved by the City Attorney. Any
deferral in the timing of this condition, due to unforeseen delays caused by outside
regulatory agencies, shall be subject to review and approval by the City Engineer. The
Developers pro-rata share obligations for said improvements shall be as set forth within
Table 1 which was based on the Developer's project's proportionate traffic generation at
each improvement location per the traffic study prepared for the project's Environmental
Impact Report.
TABLE 1 - DEVELOPER OFF-SITE IMPROVEMENT OBLIGATIONS ^
Improvement
Completion
Date (4) Estimated
Cost (1,2)
%
Developer's
Share
Developer's
Cost: Value of
improvement
1. Camino Las Ramblas (5). Via
California: Install a traffic
signal and construct a
separate southbound right-turn
lane
Prior to 1st
Residential
Cof 0 232,125 94 218,198
2. Valle Road North - Valle Road
from San Juan Creek Road to
La Novia Avenue: Widen to a
two-lane divided roadway
Prior to 151st
Residential
Building
Permit 1,153,973 38 438,509
3. Valle Road South-Valle
Road from La Novia Avenue to
Forster Ranch Road: Widen to
commuter roadway
Prior to 1st
Residential
C of 0
1,911,572 72 1,376,332
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 3
Improvement
Completion
Date (4) Estimated
Cost (1,2)
%
Developer's
Share
Developer's
Cost: Value of
Improvement
(5)
4. La Novia Avenue @ Valle
Roadl\-5 Northbound Ramps:
Realign La Novia Avenue and
the 1-5 northbound ramps and
construct a one lane circular
round-a-bout
Prior to 151st
Residential
Building
Permit
1,682,000 37 622,340
5. Camino Capistrano @ San
Juan Creek Road: Add
additional northbound right-
turn lane
Prior to 151st
Residential
Building
Permit
197,038 40 78,815
6. Camino Capistrano (3).
Southbound 1-5 Ramps:
Improve intersection and
modify signals
Prior to 151st
Residential
Building
Permit
92,723 42 38,944
7. Valle Road & San Juan Creek
Road:
Construct a northbound left-
turn lane.
Prior to 151st
Residential
Building
Permit 12,200 8.4 1,025
_ess Right-of-Way Acquisition
costs associated with completed
off-site improvements (500,000)
Total
4,781,631 2,774,163
Notes 1 - Cost Estimates for improvements 1,2,3, 5, and 6 were based on 2002 costs
within the CCFP Suncal Development document dated September 30, 2002.
2 - Cost Estimate for improvement 4 is based on a conceptual plan cost estimate
for the proposed round-a-bout dated April 22, 2014.
3 - Exhibit "A" depicts the remaining costs of the Off-Site circulation
improvements with associated percent completion.
4 - See Attachment A for full completion compliance criteria.
5 - The total reimbursement amount to the Developer for the listed
improvements within Table 1 is $2,507,468.
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 4
f ?
Pursuant to the Conditions of Approval Resolution No. 03-09-16-06, item #4.4, the
Developer, upon written request at any time following the execution of this Amendment,
can apply the pro-rata share costs associated with the improvements listed in Table 1
as a credit against the Capistrano Circulation Fee Program ("CCFP") Fees due from the
Developer at the time of the building permit issuance. The total Developer's cost as
depicted within Table 1 of $2,774,163 shall be applied as a credit against the City's
current adopted fees due under the CCFP effective as of July 1, 2012, with no further
adjustments to the total cost in Table 1 allowed unless approved by the City. As of the
date of this Amendment, the total CCFP fees paid to the City from the Developer is
$251,158. Therefore, based on the total residential units vested within VTTM 14196
and VTTM 15609 of 416 and the total cost of the improvements listed in Table 1 applied
as CCFP fee credits, there could be a potential CCFP fee credit balance owed the
Developer. If this credit balance is realized, the Developer may request in writing to
apply this towards other CCFP fees due for other residential or non-residential
development within the Vested Tentative Tract Maps 14196 and 15609 or request in
writing a refund of the CCFP fee credit balance from the City. The City will refund said
CCFP fee balance 30 days upon receipt of the written request from the Developer.
Section 2. Fair-Share Circulation Improvement Participation. The Developer
shall pay its "fair share" of the improvement costs as identified within Table 2 herein and
as indicated in Attachment B, Section II, in accordance with the schedule therein, and
costs as depicted within Exhibit "B". The fair-share financial contribution amount for
each such improvement is based on the project's proportionate traffic generation at
each improvement location per the traffic study prepared for the project Environmental
Impact Report. This financial participation shall be in addition to paying the CCFP fees.
The costs shall include all right-of-way acquisition, design, and construction costs
associated with the fair share circulation improvements. The associated costs and
status of "Fair Share" payment for the circulation improvements is depicted within
Exhibit "B."
TABLE 2 - DEVELOPER "FAIR SHARE" CIRCULATION IMPROVEMENT
PARTICIPATION ^
Improvement
Completion
Date Estimated
Cost (1)
%
Developer's
Share
Developer's
"Fair Share"
Cost
1. Existina La Novia, Valle Road
to 2500 feet east: existina La
Novia improvements
Prior to 1st
Residential
Building
Permit $2,427,000 15 $364,050
2. La Novia Avenue from Valle
Road 2500 easterly: Widen to
secondary standards
Prior to 151st
Residential
Building
Permit $1,500,000 15 $225,000
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 5
Improvement
Completion
Date Estimated
Cost (1)
%
Developer's
Share Developer's
"Fair Share"
Cost
3. Intersection of San Juan
Creek Road and Valle Road:
signals and intersection
improvements
Prior to 151st
Residential
Building
Permit
$280,000 38 $106,400
4. Orteqa Hiqhwav & 1-5
Southbound Ramos: additional
southbound right-turn lane and
re-stripe existing center lane to
left/thru lane
Prior to 1st
Residential
Building
Permit
1,054,507 7.3 $76,979
5. Orteqa Hiqhwav & 1-5
Northbound Ramos:
westbound free right turn lane
Prior to 1st
Residential
Building
Permit
325,500 0.8 $2,604
Total 5,587,007 775,033
Notes 1 - Cost Estimates for improvements were based on 2002 costs within the CCFP
Suncal Development document dated September 30, 2002 and Original
Agreement.
2 - Exhibit "B" depicts the remaining costs of the Off-Site circulation
improvements with associated percent completion.
Section 3. Design Plans. Developer designed plans shall be submitted to the
City Engineer for his review and approval prior to construction.
Section 3A. Performance and Labor and Material Bonds Security. Developer
shall, at all times, beginning with the execution of this Amendment, guarantee
Developer's performance of this Amendment by providing City with the following
security instruments (the "Security Instruments"), as required by the State Subdivision
Map Act, on forms approved by City for the purposes and in the amounts as follows:
(i) A Faithful Performance Bond to ensure faithful performance of this
Amendment in regard to said remaining off-site improvements in the
amount of 100% of the estimated cost of the improvements as depicted on
Exhibit "A"; and.
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 6
(ii) A Labor and Materials Bond to secure payment to any contractor,
subcontractor, persons renting equipment or furnishing labor or materials
for the remaining off-site improvements required to be constructed or
installed pursuant to this Amendment in the additional amount of 100% of
the estimated cost of the improvements as depicted on Exhibit "A"; and,
(iii) In order to guarantee and warranty the remaining off-site improvements
and in addition to the security instruments referenced in this Article 3(A),
Developer shall provide to City the following Security Instruments:
Prior to the City's final acceptance of the remaining off-site improvements
and recordation of a Notice of Completion, Developer shall provide to City
a Warranty Bond for the remaining off-site Improvements warranting the
accepted Improvements for a period of one (1) year following said
acceptance against any defective work or labor done or defective material
furnished. The amount of such Warranty Bond for the remaining off-site
Improvements shall be equal to twenty-five percent (25%) of the estimated
costs set forth in Exhibit "A", or a suitable amount determined by the City
Engineer.
All Security Instruments required by this Amendment shall be kept on file with the City
Clerk. The terms of the Security Instruments required by this Amendment are hereby
incorporated in this Amendment by reference.
City shall release the Faithful Performance Bond upon Developer's written request
following acceptance by City of the remaining off-site Improvements and Developer's
delivery to City of the Warranty Bond for remaining off-site Improvements.
City shall release the Labor and Materials Bond upon Developer's written request and
following acceptance by City of the remaining off-site Improvements and after expiration
of the time within which lien claims are required to be made pursuant to Article 3
(commencing with Section 3114) of Chapter 2 of Title 15 of Part 4 of the Third Division
of the California Civil Code. If lien claims have been timely filed. City shall hold the
Labor and Materials Bond until (a) such claims have been resolved, (b) Developer has
provided a statutory bond, or otherwise as required by applicable law.
City Engineer shall release the Warranty Bond for the remaining off-site Improvements
upon Developer's written request following the expiration of the warranty period,
provided no claims are outstanding at that time regarding defective work.
Form of Securitv Instruments. All Security Instruments shall meet the following
minimum requirements and otherwise shall be in a form acceptable to the City Attorney:
(i) Any insurance company acting as surety shall have a minimum rating of
A-IX, as rated by the current edition of Best's Key Rating Guide published
by A.M. Best's Company, Oldwick, New Jersey, 08858; any bank acting as
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 7
surety shall have a minimum rating of AA, as rated by Moody's or
Standard & Poor's; and,
(ii) Payments under the Security Instruments shall be required to be made
(and, with respect to bonds, litigation shall be required to be instituted and
maintained) in the County of Orange, State of California; and,
(iii) Each of the Security Instruments shall have a minimum term of one (1)
year after the Notice of Completion is filed by the City for the Developer's
completion of the remaining off-site Improvements; and,
(iv) The Security Instruments shall reference Developer's obligations under
this Amendment, shall be irrevocable, and shall include as an additional
obligation secured the responsibility to compensate City for all of the City's
attorneys' fees and litigation expenses reasonably incurred enforcing its
rights under the Security Instruments.
Section 4. Reimbursement to Developer. Pursuant to the development approvals
given to Developer, Developer will be reimbursed a portion of the total cost of the off-
site circulation improvements. Developer shall be reimbursed for the costs of the total
off-site circulation improvements as depicted within Table 1 of this Amendment over a
period of fifteen (15) years from the completion of the last off-site circulation
improvement in Section 1 as provided within this Amendment. Timing of reimbursement
payments will be according to actual proration contributions based on traffic generation
from other developers in the area who develop their property within the time period
specified in Section 5 of this Amendment.
Section 5. Term of Agreement. This Amendment shall run for a period of fifteen
(15) years from the completion of the last improvement in Section! An extension of five
(5) years may be granted by the City upon written request of the Developer.
Section 6. Time Frame for Repavment to Developer. The City shall cause such
other Developers to make their pro-rata contribution upon the earlier of issuance of a
building permit or approval of a Final Map.
Section 7. Liabilitv/lndemnification/lnsurance. Neither the City nor any of its
officers or agents shall be liable to Developer or its contractors for any error or omission
arising out of or in connection with any work to be performed under this Amendment.
Additionally, the City shall not be liable to the Developer or to any other person, firm, or
corporation whatsoever, for any injury or damage that may result to any person or
property by or from any cause whatsoever in, on, or about the subdivision of said land
covered by this Amendment, or any part thereof.
Developer agrees to maintain liability insurance in the following amounts:
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 8
I. Prior to the commencement of any work pursuant to this Amendment,
Developer (if performing work itself) or Developer's contractors shall
furnish to the City satisfactory evidence of an insurance policy written
upon a form and by a company (which meets with the approval of the City)
insuring the City, its officers, elected and appointed officers, agents, and
employees as additional insureds against loss or liability which may arise
during the work or which may result from any of the work herein required
to be done, including all costs of defending any claim arising as result
thereof. Minimum general liability insurance shall be not less than
$2,000,000 per occurrence and not less than $4,000,000 aggregate. Said
policy shall be in favor of Developer or its contractors, as primary
insureds, and of the City, its officers, elected and appointed officers,
agents, and employees, as additional insureds, and shall be maintained in
full force and effect during the life of this Agreement, including extensions.
Said policy shall state by its terms and by an endorsement that it shall not
be canceled until the City shall have had at least ninety (90) days' notice in
writing of such cancellation.
The Developer hereby releases and agrees to defend (with legal counsel
selected by Developer and reasonably acceptable to the City), indemnify
and hold the City harmless from and against any and all injuries to and
deaths of persons and injuries to property, and all claims, demands, costs,
loss, damage and liability, howsoever the same may be caused and
whenever the same may appear, resulting directly or indirectly from the
performance or nonperformance of any or all work to be done in and upon
the subject property and the premises adjacent thereto pursuant to this
Amendment, and also from any and all injuries to and deaths of persons
and injuries to property or other interests and all claims, demands, costs,
loss, damage, and liability, howsoever the same may be caused and
whenever the same may appear, either directly or indirectly made or
suffered by the Developer, the Developers' agents, employees, and
subcontractors, while engaged in the performance of said work.
II. Worker's Compensation. If Developer employs employees or
subcontractors to perform services under this Agreement, Developer shall
obtain and maintain, during the life of this Agreement, Worker's
Compensation Employer's Liability Insurance in the statutory amount as
required by State law.
These above stated policies shall not terminate nor shall they be canceled nor the
coverage reduced until after 90 days' written notice is given to the City.
Developer shall provide an endorsement to City establishing that City has been legally
added as an additional insured to the liability policy required under this Agreement.
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 9
Section 8. Force Majeure. None of the parties hereto shall be deemed to be
in default if performance of the obligations required by this Amendment is delayed or
becomes impossible because of any act of God, earthquake, fire, strike, sickness,
accident, civil commotion, epidemic, act of government, its agencies or officers, or any
legitimate cause beyond the control of the parties.
Section 9. Notices. All notices, requests, demands, consents and other
communications under this Agreement shall be in writing, including telex and facsimile
transmission and shall be deemed to have been duly given on the date of service if
served personally by telex or facsimile transmission or 48 hours after mailing if mailed
by first class mail, registered, or certified, postage prepaid, return receipt requested, and
properly addressed as follows:
TO: LV PACIFIC POINT LLC
Attention: Eric Hoffman
3121 Michelson Drive, Suite 200
Irvine, CA 92612
TO: CITY OF SAN JUAN CAPISTRANO
Attention: City Clerk
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Section 10. Agreement Runs with the Land. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
representatives, assigns and successors in interest.
Section 11. Entire Agreement. This Amendment contains the entire
agreement between the parties hereto and supersedes any prior or concurrent written
or oral agreement between said parties concerning the subject matter contained herein.
There are no representations, agreements, arrangements or undertakings, oral or
written, between or among the parties hereto relating to the subject matter contained in
this Amendment which have not been fully expressed herein.
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 10
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Developer herein named on the Q-\y of ^^pr i \ 20 1^, the name and
corporate seal of each corporate party being hereto affixed and these presents duly
signed by its undersigned representative(s) pursuant to authority of its governing body.
DATE DEVELOPER
By: LV PACIFIC POINT LLC
a Delaware limited liability company
DATE
(Attach Notary Acknowledgement)
Attachments:
Exhibit "A" and Exhibit "B"
Attachment "A" and Attachment "B"
By:
Its: Jonas Stiklorius
Authorized Signatory
CITY OF SAN JUAN CAPISTRANO
By: jQxnJ^
Attest \
civiUr
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 11
PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document, to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
City of San Juan Capistrano )
(Gov't Code 40814 & Civil Code 1181)
On May 5, 2015, before me, Maria Morris, City Clerk, personally appeared
Derek Reeve, Mayor and Hans Van Ligten, City Attorney, who proved to me on the basis of
satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies),
and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
(SEAL) I.-' -
State of California
County of Orange
)
) ss.
OPTIONAL
Capacity Claimed by Signers Description of Attached Document
Title or Type of Document
Mayor
City Attorney Amendment #2 and Reinstatement to the Improvement
and Reimbursement Agreement
Title LV Pacific Point LLC
Signer is Representing
City of San Juan Capistrano
SUBDIVIDER
ACKNOWLEDGMENT
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the/ day of f^P£.( I in the year 2015 before me, the undersigned,
a Notary Public In and for said State, personally appeareck7g'/7^<: l^tSoC/Ct^^. personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.
(Notarial Seal) Q
Notary Public
USA A. PHELAN
Notan,' Public. State of New York
Oualififja in New York County
Reg No 01PH6292618
Commission Expires November 4, 2017
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Page I 12
ATTACHMENT A
SECTION 1 - SCOPE OF IMPROVEMENTS/PRO-RATA SHARE OBLIGATIONS
IMPROVEMENTS TO BE DESIGNED AND CONTRUCTED BY DEVELOPER
(CONDITION OF APPROVAL CITY RESOLUTIONS 92-6-16-4 AND 03-09-16-06)
1. Camino Las Ramblas @ Via California: Intersection improvements to design and
construct a separate southbound right-turn lane and install a traffic signal, with
associated grading and landscaping. To be constructed by the Developer prior to
issuance of the U' residential Certificate of Occupancy.
2. Valle Road North - Valle Road from San Juan Creek Road to La Novia Avenue: Widen
to a two-lane divided roadway, with associated grading and landscaping. To be
constructed by the Developer prior to the completion and City acceptance of the
proposed Avenida California/Vista Marina connection between Via California and Valle
Road or prior to the issuance of the ,151*' building permit within Vesting Tentative Tract
Maps 14196 and 15609, whichever occurs first.
3. Valle Road South - Valle Road from La Novia Avenue to Forster Ranch Road: Widen to
a commuter standard road, with associated grading, retaining walls, and landscaping. To
be constructed by the Developer prior to the issuance of the 1*' Certificate of Occupancy
in the North R&D site or prior to completion and City acceptance of the proposed
connection of Vista Marina to Valle Road, whichever occurs first.
4. La Novia Avenue (5). Valle Road/1-5 Northbound Ramps: Intersection improvements to
realign La Novia Avenue and the 1-5 northbound ramps and construct a one lane circular
round-a-bout with associated grading, retaining wails, and landscaping. To be
constructed by the Developer prior to the completion and City acceptance of the
proposed Avenida California/Vista Marina connection between Via California and Valle
Road or prior to the issuance of the 151*' Residential Building Permit within Vested
Tentative Tract Maps 14196 or 15609, whichever occurs first.
5. Camino Capistrano @ San Juan Creek Road: Add additional northbound right-turn lane
subject to Caltrans and in coordination with the City's Capital Improvement Program
Project ("CIP" 07117). To be constructed concurrently and in coordination with the City's
CIP Project.
6. Camino Capistrano (5) Southbound 1-5 Ramps: Improve intersection and modify signals.
To be constructed and completed by Developer prior to the completion and City
acceptance of the proposed Avenida California/Vista Marina connection between Via
California and Valle Road.
7. Valle Road & San Juan Creek Road: Construct a northbound left-turn lane. To be
constructed by the Developer prior to the issuance of the 1*' Certificate of Occupancy in
the North R&D site or prior to completion and City acceptance of the proposed
connection of Vista Marina to Valle Road, whichever occurs first.
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Exhibit A
OFF-SITE CIRCULATION IMPROVEMENT
CERTIFICATION OF PARTIAL COMPLETION OF OFF-SITE IMPROVEMENTS
Amendment #2 and Reinstatement of Improvement and Reimbursement Agreement
I hereby certify that the following off-site circulation improvements for Pacifica San Juan Development as
required by the Conditions of Approval, Improvement and Reimbursement Agreement dated July 20, 1999,
the Amendment to the Improvement and Reimbursement Agreement dated November 15, 2005, and this
Amendment have been completed to wit:
Schedule of Improvements Total
Estimated Cost
Percent Complete
Remaining
Amount or Bond
Amount *
Table 1 Off-site Circulation Improvements
1. Camino Las Ramblas @ Via California: Install a
traffic signal and construct a separate southbound
right-turn lane $ 232,125 100% $
2. Valle Road North - Valle Road from San Juan
Creek Road to La Novia Avenue: Widen to a two-
lane divided roadway $ 1,153,973 40% $ 692,000
3. Valle Road South - Valle Road from La Novia
Avenue to Forster Ranch Road: Widen to a
commuter roadway $ 1,911,572 100% $
4. La Novia Avenue @ Valle Road/1-5 Northbound
Ramps: Realign La Novia Avenue and the 1-5
northbound ramps and construct a one lane
circular round-a-bout $ 1,682,000 0% $ 1,682,000
5. Camino Capistrano @ San Juan Creek Road:
Add additional northbound right-turn lane $ 197,038 0% $ 197,000
6. Camino Capistrano @ Southbound 1-5 Ramps:
Improve intersection and modify signals
$ 92,723 100% $
7. Valle Road & San Juan Creek Road: Construct
a northbound left-turn lane
$ 12,200 100% $
Less Right-of-Way Acquisition costs associated
with completed off-site improvements
$ (500,000) 100% $
Total $ 4,781,631 68% $ 2,571,000
* Bond Amounts rounded to the nearest $1,000.
Amendment #2 and Reinstatement to the
Improvement and Reimbursement Agreement
Pacifica San Juan 1 of 3
Exhibit A
1. Signal @ Las Ramblas & Via California
The Performance Bond is for the amount of Zero Dollars
{$ $0). (100% of Column 4)
The Laborers and Materialmens Bond is for the amount of Zero Dollars
{$ $0_). (100% of Column 4)
2. Valle Road North - Valle Road from San Juan Creek Road to La Novia Avenue
The Performance Bond is for the amount of Six Hundred Ninety-two Thousand
Dollars _($ 692,000 ). (100 % of Column 4)
The Laborers and Materialmens Bond is for the amount of Six Hundred Ninety-two Thousand
Dollars ($ 692,000 ). (100 % of Column 4)
3. Valle Road South - Valle Road from La Novia Avenue to Forster Ranch Road
The Performance Bond is for the amount of Zero Dollars
_($ $0). (100% of Column 4)
The Laborers and Materialmens Bond is for the amount of Zero Dollars
{$ $0_). (100 % of Column 4)
4. La Novia Avenue @ Valle Road/1-5 Northbound Ramps (Round-a-Bout)
The Performance Bond is for the amount of One Million Six Hundred Eight Two Thousand
Dollars _($ 1,682,000 ). (100 % of Column 4)
The Laborers and Materialmens Bond is for the amount of One Million Six Hundred Eighty Two
Thousand Dollars ($ 1,682,000 ). (100 % of Column 4)
5. Camino Capistrano @ San Juan Creek Road, Add Northbound Right Turn Lane
The Performance Bond is for the amount of One Hundred Ninety Seven Thousand Dollars
_($ 197,000 ). (100 % of Column 4)
The Laborers and Materialmens Bond is for the amount of One Hundred Ninety Seven Thousand
Dollars ($ 197,000 ). (100 % of Column 4)
6. Camino Capistrano @ Southbound 1-5 Ramps
The Performance Bond is for the amount of Zero Dollars
{$ $0_). (100 % of Column 4)
Amendment #2 and Reinstatement to the
Improvement and Reimbursement Agreement
Pacifica San Juan 2 of 3
The Laborers and Materialmens Bond is for the amount of Zero Dollars
($ $0_). (100 % of Column 4)
7. Valle Road & san Juan Creek Road
The Performance Bond Is for the amount of Zero Dollars
($ $0_). (100 % of Column 4)
The Laborers and Materialmens Bond is for the amount of Zero Dollars
{$ $0_). (100 % of Column 4)
SUBMITTED BY ENGINEER OF RECORD
I estimate the total cost of completing the remainder of the Off-site VTTM 14196 and VTTM 15609,
improvements agreed to be performed by the Owner and Developer to be
Two Million Five Hundred Seventy-one Thousand Dollars
Amendment #2 and Reinstatement to the
Improvement and Reimbursement Agreement
Pacifica San Juan 3 of 3
Exhibit A
ATTACHMENT B
SECTION 2 - FAIR-SHARE CIRCULATION IMPROVEMENT PARTICIPATION
IMPROVEMENTS REQUIRING DEVELOPER TO PAY A "FAIR SHARE" OF COST BASED
ON DEVELOPERS PROPORTIONATE TRAFFIC GENERATION TO EACH PROJECT
(CONDITION OF APPROVAL CITY RESOLUTIONS 92-6-16-4 AND 03-09-16-06)
1. Existina La Novia. Valle Road to 2500 feet east: Existing La Novia improvements "Fair Share" to
be paid by the Developer prior to issuance of the 1*' residential Building Permit.
2. La Novia Avenue from Valle Road 2500 easterly: Widen to secondary standards. "Fair Share" to
be paid by the Developer prior to the issuance of the 151*' building permit within Vesting
Tentative Tract Maps 14196 and 15609.
3. Intersection of San Juan Creek Road and Valle Road: Signals and intersection improvements.
"Fair Share" to be paid by the Developer prior to the issuance of the 151st building permit
within Vesting Tentative Tract Maps 14196 and 15609.
4. Orteqa Hiqhwav & 1-5 Southbound Ramps: Additional southbound right-turn lane and re-stripe
existing center lane to left/thru lane. "Fair Share" to be paid by the Developer prior to the
issuance of the 1*' building permit within Vesting Tentative Tract Maps 14196 and 15609.
5. Ortega Highway & 1-5 Northbound Ramps: Westbound free right turn lane. "Fair Share" to be
paid by the Developer prior to the issuance of the 1st building permit within Vesting Tentative
Tract Maps 14196 and 15609.
Amendment #2 and Reinstatement To The
Improvement and Reimbursement Agreement
Exhibits
FAIR SHARE CIRCULATION IMPROVEMENTS
CERTIFICATION OF PARTIAL COMPLETION OF FAIR SHARE PAYMENTS
Amendment #2 and Reinstatement To Improvement and Reimbursement Agreement
I hereby certify that the following "Fair Share" payments for Pacifica San Juan Development as
required by the Conditions of Approval, Improvement and Reimbursement Agreement dated July 20,
1999, the Amendment to Improvement and Reimbursement Agreement dated November 15, 2005,
and this Amendment have been completed to wit:
Schedule of Improvements Total Estimated
"Fair Share"
payment
Percent
Complete
Remaining
"Fair Share"
Amount
Table 2 Owner's "Fair Share" Circulation
Improvements
100% $
1. Existing La Novia, Valle Road to 2500 feet
east: existing La Novia improvements $ 364,050 100% $
2. La Novia Avenue from Valle Road 2500
easterly: Widen to secondary standards $ 225,000 100% $
3. Intersection of San Juan Creek Road and
Valle Road: signals and intersection
improvements $ 106,400 0% $ 106,400
4. Ortega Highway & 1-5 Southbound Ramps:
additional southbound right-turn lane and re-
stripe existing center lane to left/thru lane $ 76,979 100% $
5.0rtega Highway & 1-5 Northbound Ramps:
westbound free right tum lane $ 2,604 100% $
Total $ 775,033 80% $ 106.400
SUBMITTED BY OWNER
DATED: L//-7//S^ LV Pacific Point LLC,
a Delaware limited liability company
By: PAMI LLC, Its Managing Member
ACCEPTED BY CITY
DATED: By:
Amendment #2 and Reinstatement to the
Improvement and Reimbursement Agreement
Pacifica San Juan
Jnnns Stikloriua
.. Authorized Sigiiaiory
Kooyman, P.E.
sistant Public Works Director
lof