consent calendar agenda item no.: 7c cc mtg.: …...infrastructure fees and spif public land fees...

CONSENT CALENDAR Agenda Item No.: 7c CC Mtg.: 05/08/2018

DATE: April 26, 2018

TO: Mayor and City Council Members

FROM: Community Development Department

SUBJECT: RESOLUTION NO. 10112 — A RESOLUTION APPROVING A FOLSOM PLAN AREA SPECIFIC PLAN INFRASTRUCTURE FEE CREDIT/REIMBURSEMENT AGREEMENT WITH FOLSOM PLAN AREA LANDOWNERS FOR PARKLAND DEDICATION

BACKGROUND/ISSUE

On January 28, 2014, the City Council adopted Resolution No. 9298 approving the Public Facilities Financing Plan (PFFP) for the Folsom Plan Area (FPA). The PFFP is an $877 million plan that describes the infrastructure and facility costs, presents a financing strategy and estimates the time horizon for the future development of the FPA.

On September 8, 2015, the City Council adopted Resolution No. 9642 approving the Nexus Study for the establishment of the Folsom Plan Area Specific Plan Infrastructure Fees (SPIF) and established the initial amount of certain impact fees for the development of public facilities required to serve the FPA at the same level of service that is provided to the rest of the City. The SPIF Infrastructure Fee will equitably spread the cost burden of improvements for roadway and transportation facilities, sewer facilities, potable water facilities, recycled water facilities, storm drainage facilities, habitat mitigation and other associated improvements in the FPA as provided in the PFFP.

On January 9,2018, the City Council adopted Resolution No. 10059 approving the Nexus Study 2017-2018 Fiscal Year Update to the FPA Specific Plan Infrastructure Fees (SPIF) and an update to the previous initial SPIF fees established in September of 2015. The updated Specific Plan Infrastructure Fees for the FPA became effective on March 12, 2018 in accordance with Resolution No. 10059.

On March 13, 2018. The City Council adopted Resolution No. 10091 approving the SPIF Credit/Reimbursement Agreements for both the SPIF Infrastructure Fees and the SPIF Public Lands Fees. However, at the time of Council approval the SPIF Parkland Dedication Credit/Reimbursement Agreement had not yet been completed.

Grading and construction for the first phase of the Backbone Infrastructure in the FPA commenced in the Spring of 2017. The first phase of the Backbone Infrastructure includes roadway improvements, sanitary sewer trunk mains, a lift station and a forced main, potable and recycled water mains, booster pump stations and a water reservoir. The grading and construction also included the first four (4) single family residential subdivisions in the FPA. These subdivisions, Mangini Ranch Villages 1, 2, 8 and 9, are expected to be completed and accepted by the City in April of this year. Together with the completion and acceptance of the

1 Staff Report Page No. 1 of 24

subdivision improvements by the City, the landowner will need to have the small lot final maps for these subdivisions approved by the City Council and subsequently recorded with the Sacramento County Recorder prior to the issuance of any production home building permits in these subdivisions.

A condition of approval for all future development in the FPA is the requirement that each and every landowner satisfy their SPIF obligation prior to approval of a small lot final map or prior to issuance of a building permit in those cases where small lot final maps are not required (i.e. multi-family, commercial, office projects, etc.). In order to satisfy their SPIF obligation it is necessary that all SPIF Credit/Reimbursement Agreements be executed between the City and the landowner. It is important to note that the City not the landowner is the administrator of the SPIF Program and will therefore oversee and approve all credits and reimbursements on each and every future development in the FPA.

POLICY/RULE

City policy requires all agreements affecting real property be approved by the City Council.

ANALYSIS

The SPIF Program is essentially a City implemented FPA specific infrastructure development impact fee program. The SPIF program is designed to equalize the allocation of costs for SPIF improvements and facilities among benefitting development properties in the FPA. For example, the grading and construction for the Backbone Infrastructure and other related improvements in the FPA that commenced last April will benefit most of the future developments and their landowners however 100% of the funding for these same improvements are currently being expended entirely by only two (2) separate landowners. The SPIF Program is the mechanism by which these and other future landowners that fund future improvements that benefit other landowners are able to recover their initial up-front funding provided to benefit the other landowners. As previously noted, the City is the administrator of the SPIF Program and will therefore provide oversight during the implementation of the program. The SPIF Program includes an administrative component that is intended to cover all City costs associated with managing and overseeing the SPIF Program. The duties of the Administer of the SPIF Program paid for through the SPIF Program Administration Fee will include assisting the City with updates to the SPIF, assisting the City with reviewing proposed fee credit/reimbursement agreements, tracking all SPIF payments and assigning all fee credit/reimbursements and tracking the progress of construction contracts for SPIF Infrastructure.

The SPIF program includes four (4) separate components; the SPIF Infrastructure Fee, the SPIF Parkland Dedication Fee; the SPIF Public Land Fee and the SPIF Administration Fee. The SPIF Infrastructure Fee contains the following categories of improvements and costs; roadways (on-site and off-site), sanitary sewer facilities, storm drainage facilities, potable water and recycled water facilities, dry utilities and habitat mitigation for the Backbone Infrastructure. A component of the SPIF Infrastructure Fee is a SPIF Infrastructure Fee Set-Aside Fee (Set-Aside Fee). The Set-Aside Fee is intended to help fund a portion of the Phase 1 Water and Phase 1 Sewer Backbone Infrastructure for the FPA. The SPIF Set-Aside Fee will be collected prior to the issuance of the first 2,500 residential building permits in the FPA.


The SPIF Parkland Dedication Fee and the SPIF Public Land Fee components are included to equalize the burden among benefitting FPA landowners for the dedication of both park land and public facility land, respectively. As noted previously, the SPIF Administration Fee component will be used to cover all of the City's cost of implementing, administering and updating the SPIF program.

Recently, City staff and the landowners in the FPA have been working closely to finalize the contents of the remaining SPIF Credit/Reimbursement Agreement for Parkland Dedication (See Attachment 2). The other two (2) SPIF Credit/Reimbursement Agreements for SPIF Infrastructure Fees and SPIF Public Land Fees have already been approved by the City Council with Resolution No, 10091 on March 13, 2018. The SPIF Parkland Dedication Credit/Reimbursement Agreement was not included in this previous City Council approval.

The SPIF Parkland Dedication Credit/Reimbursement Agreement (Agreement) includes language that requires the FPA landowners to grant the future park sites in fee title ownership to the City in order to receive any credits and/or reimbursements for parkland impact fees. However, the First Amended and Restated Tier 1 Development Agreement (ARDA) in regards to parkland fee credits and reimbursements requires all future park sites in the FPA to be graded to less than a 5% grade prior to dedication to and acceptance of the park site by the City. The future park sites in the FPA will require extensive grading and infrastructure improvements to allow for park site development to occur. For example, the Community Park East in the Mangini Ranch Phase 2 development will require over two hundred thousand cubic yards of fill material in order to achieve an acceptable grade for park development. The Agreement commits the FPA landowners (landowners) to complete the required park site grading after such time the park site has been dedicated to the City through an executed irrevocable offer of dedication (TOD). Once the park site grading has been completed by the landowner a formal grant deed transferring fee title ownership of the park site to the City will be required. In addition, the Agreement provides the FPA landowners with an approved Right-of-Entry from the City to complete the required grading.

All of the SPIF Credit/Reimbursement Agreements including the Parkland Dedication Agreement are required to be approved by the City. In addition, the credits/reimbursements are personal to the landowner who is expending the funds necessary to construct and complete the required improvements and therefore do not run with the land. Certain public bidding and prevailing wage requirements will apply to all of the Agreements and reimbursements may be converted to fee credits at the request of the landowner subject to approval by the City through the Agreements. Every development project in the FPA will be required to execute SPIF Credit/Reimbursement Agreements prior to approval of a small lot final map or building permit where no map is required. Since the format of the Agreements including the SPIF Parkland Dedication Credit/Reimbursement Agreement will be consistent throughout the development in the FPA and the Parkland Dedication Agreement has been reviewed for compliance with the SPIF Program by all appropriate City staff, City staff is requesting the City Council to authorize that all future SPIF Credit/Reimbursement Agreements in their approved formats for the FPA be approved by the City Manager.

ENVIRONMENTAL REVIEW

This action is exempt from environmental review pursuant to Section 15061 (b)(3) of the CEQA Guidelines.


ATTACHMENTS

1. Resolution No. 10112 — A Resolution Approving a Folsom Plan Area Specific Plan Infrastructure Fee Credit/Reimbursement Agreements with Folsom Plan Area Landowners for Parkland Dedication.

2. SPIF Parkland Dedication Credit/Reimbursement Agreement

RECOMMENDATION/CITY COUNCIL ACTION

Staff recommends that the City Council move to adopt:

Resolution No. 10112 A Resolution Approving a Folsom Plan Area Specific Plan Infrastructure Fee Credit/Reimbursement Agreement with Folsom Plan Area Landowners for Parkland Dedication.

Submitted,

Pam Johns Community Development Director

Staff Report Page No. 4 of 24 ' 4

ATTACHMENT I

RE SOLUTION

Staff Report Page No. 5 of 24

RESOLUTION NO. 10112

A RESOLUTION APPROVING FOLSOM PLAN AREA SPECIFIC PLAN INFRASTRUCTURE FEE CREDIT/REIMBURSEMENT AGREEMENTS WITH FOLSOM

PLAN AREA LANDOWNERS FOR PARKLAND DEDICATION

WHEREAS, the City Council adopted Resolution No. 9642 on September 8, 2015 approving the Nexus Study for the establishment of the Folsom Plan Area Specific Plan Infrastructure Fees (SPIF) and established the initial amount of certain impact fees for the development of public facilities required to serve the Folsom Plan Area (FPA) at the same level of service that is provided to the rest of the City; and,

WHEREAS, the City Council has adopted Resolution No. 10059 on January 9, 2018 approving the Nexus Study 2017-2018 Fiscal Year Update to the FPA Specific Plan Infrastructure Fees (SPIF) and an update to the previous initial SPIF fees established on September 8, 2015.; and

WHEREAS, the Specific Plan Infrastructure Fee Program (SPIF Program) requires all future developers in the FPA to execute a SPIF Credit/Reimbursement Agreement with the City prior to either City approval of a small-lot final map or City issuance of a building permit; and,

WHEREAS, the SPIF Program includes four (4) separate components, the SPIF Infrastructure Fee, the SPIF Parkland Dedication Fee; the SPIF Public Land Fee and the SPIF Administration Fee.; and,

WHEREAS, Credit/Reimbursement Agreements are required for three (3) of the four (4) components, the SPIF Infrastructure Fee, the SPIF Parkland Dedication Fee and the SPIF Public Land Fee; and,

WHEREAS, the City Council adopted Resolution No. 10091 on March 13, 2018 approving the SPIF Credit/Reimbursement Agreements for the SPIF Infrastructure Fee and the SPIF Public Land Fee, and

WHEREAS, City staff has reviewed the content for compliance with the SPIF program for the SPIF Parkland Dedication Credit/Reimbursement Agreement.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Folsom hereby approves the SPIF Parkland Dedication Credit/Reimbursement Agreement in a form acceptable to the City Attorney.

BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute all future SPIF Parkland Dedication Credit/Reimbursement Agreements in a form acceptable to the City Attorney.

Resolution No. 10112 SItigitoffieport Page No. 6 of 24

PASSED AND ADOPTED this 8th day of May 2018, by the following roll-call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Council Member(s)

Council Member(s)

Council Member(s)

Council Member(s)

Stephen E. Miklos, MAYOR

Christa Freemantle, CITY CLERK

Resolution No. 10112 Page 2 of 2 Staff Report Page No. 7 of 24

ATTACHMENT 2

SPIF PARKLAND DEDICATION CREDIT/REIMBURSEMENT AGREEMENT


CITY OF FOLSOM FOLSOM PLAN AREA SPECIFIC PLAN

INFRASTRUCTURE FEE PROGRAM PARKLAND DEDICATION CREDIT AGREEMENT

[LIST DEDICATING OWNER HERE] (LIST PARKLAND DEDICATION AREA HERE]

This Parkland Dedication Credit Agreement (the "Agreement") is entered into by and between the City of Folsom (hereinafter the "City") and [list Dedicating Owner here, including form of entity], and/or its successors in interest, (hereinafter the "Dedicating Owner") as of the day of 20 (the "Effective Date").

RECITALS

WHEREAS, Dedicating Owner is the owner and developer of the portion of the Folsom Plan Area commonly referred to as [INSERT NAME OF PROJECT] (the "Project"); and,

WHEREAS, Dedicating Owner is required, as a condition of development of the Project, to dedicate a portion of real property within the Project for a neighborhood park described and shown in Exhibit A hereto (hereinafter the "Dedication Area"); and

WHEREAS, on September 8, 2015, the City Council of City of Folsom adopted Ordinance No. 1235 (the "SPIF Ordinance"), which approved the Folsom Plan Area Specific Plan Infrastructure Fee Program (the "SPIF Fee Program"); implemented SPIF Fees to pay for a variety of public facilities and public facility lands related thereto (the "Fees"), including the parkland fee component designed to equalize the burden of parkland dedications amongst participating Landowners within the Folsom Plan Area (the "Plan Area"). In connection with the adoption of the SPIF Ordinance, the City Council approved a nexus study establishing the relationship between the Fees under the SPIF; and

WHEREAS, City and Dedicating Owner have previously entered into a First Amended and Restated Tier 1 Development Agreement dated July 15, 2014 (and, as may be amended, herein referred to as the "ARDA"), which contains provisions governing the terms for the timing for payment and calculation of the parkland dedication fee component of the SPIF, and which are not intended to be amended in any way by this Agreement. In particular, the ARDA includes provisions whereby an underdedicating owner's obligation to pay the parkland dedication fee (as small-lot final subdivision maps are recorded within its property) may be deferred until the dedication credits associated with any dedicated parkland are exhausted as small-lot final maps are recorded and the dedication credits are applied to satisfy the parkland dedication obligation for such maps; and

WHEREAS, City and Dedicating Owner desire to enter into an agreement to provide for allowable parkland dedication credits (the "Dedication Credits"), if any, in consideration of Dedicating Owner's grant of the Dedication Area to the City consistent with the SPIF Ordinance. The Dedication Credits, at Dedicating Owner's discretion, may be applied against the parkland fee component of the Fees payable under the SPIF as and when small-lot final subdivision maps are recorded within the Dedicating Owner's Property. The Dedication Credits may only be used to satisfy the parkland fee component of the SPIF obligation otherwise associated with the recordation of small-lot final maps within the Dedicating Owner's Property and shall not

FFA SW Fee Cre.clit {Parkland) 03.22.2018) 1


entitle Dedicating Owner to receive any payment or reimbursement from the SPIF Fee Program in connection with such Dedication Credits; and

WHEREAS, this Agreement will not apportion any Dedication Credits that Dedicating Owner may elect to apply to any particular real property. Such apportionment shall be accomplished at Dedicating Owner's discretion to any portion or portions of the Dedicating Owner's Property as described herein;

WHEREAS, Section 4.3 of the ARDA provides that any Fee Reimbursement Agreement shall provide that certain provisions of the PFFP and the ARDA (as set forth more particularly below) shall be protected from the effects of any proposed amendments of provisions related to reimbursement and credits, and Section 2.2.1 of the ARDA vests provisions related to the establishment of fee reimbursement and credit provisions.

NOW, THERFORE, in consideration of the mutual promises contained herein, City and Dedicating Owner agree as follows:

SECTION 1. DEFINITIONS

All capitalized terms not otherwise described herein shall have the meaning described thereto in the SPIF Ordinance.

SECTION 2. RESTATED AGREEMENT IMPLEMENTING VESTED PROVISIONS OF PFFP; MAP OF DEDICATING OWNER'S PROPERTY,

Pursuant to Section 4.3 of the ARDA, the rights of the Dedicating Owner hereunder shall be protected from the effects of any proposed amendments to Sections 2.2.1, 4.2.1, 4.2.2 and 4.3 of the ARDA. City and Dedicating Owner acknowledge the continued application of each of these provisions. This Agreement is intended to implement and not to modify or amend in any way the vested provisions of the PFFP, Appendix 5, or the ARDA related thereto or the provisions of the Study or the SPIF Ordinance.

Consistent with the limitations in Section 4.3 of the ARDA, the "Dedicating Owner's Property," within which Dedication Credits may be applied as credits against any obligation to pay the parkland fee component of the Fee as provided herein, is shown on the map attached hereto as Exhibit B (the "Map of Dedicating Owner's Property"), and may also include additional property contiguous thereto, not exceeding five percent (5%) in area, that may hereafter be added to the description thereof by lot line adjustment, subdivision or other such lawful land division as requested by the Dedicating Owner.

SECTION 3. GRANT OF PUBLIC LAND

Dedicating Owner shall grant to City, and the City shall accept, the Dedication Area in accordance with the terms of this Agreement and the ARDA. The manner and form of such grant shall be at the City's discretion and direction, which may be by grant deed or other recordable conveyance reasonably requested by City evidencing the grant of fee title ownership to City and the City acceptance thereof. The Dedication Area shall be free of environmental or other constraints or encumbrances inconsistent with the intended uses of the Dedication Area (e.g., any and all wetlands shall be filled in accordance with applicable permits), unless expressly waived by the City, and shall be free and clear of any monetary deeds of trust, mortgages, liens or encumbrances, except for the lien of real property taxes, current and non-delinquent; any non-monetary encumbrances shall be subject to the review and approval of the

EPA SPIF Foe CrecM (Parkland} (03.22.20181 2


City, which approval shall not be unreasonably withheld so long as the encumbrance does not impair the ability to install and maintain the public improvements proposed to be located within the Dedication Area.

SECTION 4. ALLOWABLE DEDICATION CREDIT

Pursuant to the Section 3.130.030(E)(2)(b) of the SPIF Ordinance, the amount of the Dedication Area shall be credited against the Project's fair share of the overall parkland requirement in the Plan Area, and after all parkland fee credits have been applied to the area covered by the Project's small lot tentative map, the Dedicating Owner shall thereafter pay the parkland fee component of the Fees for each small lot final map as each map exceeds the parkland dedication credit, prior to recordation of such small lot final map.

City and Dedicating Owner agree that the amount of Parkland Dedication Credits available to Dedicating Owner for its dedication of the Dedication Area hereunder (the "Dedication Credits") shall be based on the net acreage contained within the Dedication Area (net of any roadway dedications). The amount of Dedication Credits for the Dedication Area as of the Effective Date, based on the net acreage contained therein, shall be

( ) acres. Since the Dedication Credits are expressed in acres, no annual inflation adjustments shall be required; only as and when final small lot maps are recorded within the Dedicating Owner's Property and the Dedication Credits are applied in lieu of payment of the parkland dedication fee will the amount of the remaining available Dedication Credits be adjusted.

The obligation arising from this Agreement is not a debt of the City, nor a legal or equitable pledge, charge, lien, or encumbrance, upon any of its property, or upon any of its income, receipts, or revenues, nor does this obligation require any payment from the SPIF Fee Program.

SECTION 5. APPLICATION OF DEDICATION CREDITS

The Dedication Credits may, at the Dedicating Owner's option, be applied against the parkland dedication for any final small-lot maps to be recorded within the Dedicating Owner's Property within the Plan Area for purpose of avoiding and/or reducing the amount of the parkland dedication fee component of the SPIF otherwise payable in connection with the recordation of such maps within said Property, subject to the following conditions:

A. In any event, Dedication Credits may not be assigned or transferred to, or applied against the parkland dedication Fee obligation associated with development of any Plan Area properties other than the Dedicating Owner's Property, as depicted on Exhibit B to this Agreement, and subject to the provisions of Section 2 related to application of Dedication Credits to other contiguous properties not exceeding five percent (5%) in area owned by the Dedicating Owner.

B. Notwithstanding any provision to the contrary, Dedication Credits may only be used to satisfy the parkland fee component of the Fee obligation associated with the recordation of final small lot maps and may not be applied as credits against any other Fee Components of the SPIF (including the Infrastructure Fee, Public Lands Fee or the SPIF Set-Aside Fee) or for any other purpose.

FPA SPIV ree Credit (Parkland} (03.22.20 t 8) 3


C. Dedication Credits may be applied against the parkland fee component of the Fee obligation only upon recordation of a grant deed in fee of the Dedication Area to the City in writing in a form acceptable to City.

Subject to compliance with the foregoing conditions, Dedication Credits may be applied against the parkland fee component of the Fee obligation at any time from and after the Effective Date of this Agreement. Any application of the Dedication Credits against the parkland fee component of the Fee obligation shall be made in writing and delivered to the City or Administrator in the form attached hereto as Exhibit C.

SECTION 6. TRANSFERS TO BUILDERS OF DEDICATION CREDITS

Dedication Credits are personal to Dedicating Owner and do not run with the Project that is generating such credits. Provided the Dedicating Owner has no outstanding monetary obligation to the City within the Project Area, and subject to the conditions and limitations in this Agreement, Dedicating Owner may, at its sole option and discretion, transfer any of its Dedication Credits to any builder, developer, or other such entity or person acquiring property within any portion of the Dedicating Owner's Property (herein, a "Credit Transferee"). Any such transfer of Dedication Credits shall be subject to the conditions and limitations herein regarding the application of such Credits, including without limitation, the application thereof only for development within the Dedicating Owner's Property. If Dedicating Owner has an outstanding monetary obligation to the City as noted above, then the City may require the monetary obligation to be met before transfer of the Dedication Credit. Any transfer of Dedication Credits to a Credit Transferee shall be made in writing and delivered to the City Engineer or Administrator for acknowledgment and approval of such transfer in the form attached hereto as Exhibit D. City acknowledges that once Dedication Credits have been transferred to a Credit Transferee with the approval of the City, any and all provisions in this Agreement that may reduce the amount of available Dedication Credits or require Dedicating Owner to refund any amount by which applied Dedication Credits exceed the amount of available Dedication Credits shall apply solely to the Dedicating Owner and shall not apply to any approved Credit Transferees or in any way affect or reduce the amount or use of such transferred Dedication Credits by the approved Credit Transferees.

SECTION 7. BREACH BY DEDICATING OWNER.

Any material breach of this Agreement by the Dedicating Owner, including any breach of the Dedicating Owner's covenants in Section 3 above regarding delivery of the Dedication Area free of monetary encumbrances or environmental constraints, may result in termination or reduction of the Dedication Credits (in which case, absent the availability of any other Dedication Credits, the full amount of the parkland fee component of the SPIF would be due as and when required by development of the Dedicating Owner's Property), and may require repayment of any previously applied Dedication Credits, as deemed appropriate by the Administrator. In connection therewith, the Administrator may determine that the Dedicating Owner shall not be entitled to further Dedication Credits until the Dedicating Owner cures any such breach of this Agreement. Any determination by the Administrator and City Engineer to invoke the provisions of this Section shall be subject to the appeal rights set forth in Section 21 of this Agreement. Provided, however, any breach or alleged breach of this Agreement by Dedicating Owner shall not affect or reduce the amount of Dedication Credits previously transferred by Dedicating Owner to a Credit Transferee with the approval of the City pursuant to Section 6 above nor affect the ability of any previously approved Credit Transferee to apply such transferred Dedication Credits against the applicable parkland dedication fee obligation.

FPA SU Fee Credit (FarktandH03.22.2018) 4 Staff Report Page No. 12 of 24

SECTION 8. INSPECTION

City and its authorized representatives shall, at all times, upon reasonable advance notice, have access to the Dedication Area and Dedicating Owner shall furnish City with all reasonable information necessary for ascertaining full knowledge of the condition of the Dedication Area.

SECTION 9. LIENS, CLAIMS, AND ENCUMBRANCES

Prior to the City's acceptance of any Dedication Area, Dedicating Owner shall clear any and all liens, claims and encumbrances from said Dedication Area as a condition of acceptance by the City.

SECTION 10. RIGHT OF ENTRY FOR GRADING AND FRONTAGE IMPROVEMENTS

City acknowledges that Dedicating Owner still needs to grade the Dedication Area and install frontage improvements adjacent to the Dedication Area in connection with development of the Project. Accordingly, in consideration of Dedicating Owner granting the Dedication Area to the City in advance of such work being completed, City agrees that Dedicating Owner shall have the right to enter the Dedication Area to perform such work, subject to the provisions of this Section. Any such work shall be performed by Dedicating Owner, at Dedicating Owner's sole cost and expense, in accordance with grading and improvement plans approved by the City for the applicable work and in accordance with all laws, including prevailing wage laws. Nothing herein shall preclude Dedicating Owner from seeking to recover the costs of construction of any such frontage improvements from the SP1F Fee Program, to the extent recoverable therefrom pursuant to a separate Fee Reimbursement Agreement with the City for such work.

Prior to any entry on the Dedication Area to plan for, grade or construct any improvements, Dedicating Owner shall give City at least five (5) business days prior written notice of its intent to conduct any necessary studies or to perform the work as approved by the City. Such notice shall include certificates of insurance or other such proof of insurance required to be provided to City hereunder. Prior to any such entry and for the duration of such work, Dedicating Owner shall obtain or cause its contractor(s) to obtain public liability, property damage and contractual liability, auto, Workers' Compensation, Builders' Risk Insurance and other insurance coverage consistent with the City's insurance coverage requirements in Exhibit

E attached hereto. The insurance shall name the City as an additional insured. For any claims _ related to work performed on or within the Dedication Area, the Dedicating Owner's or contractor's general liability and automobile insurance coverage shall be primary insurance in their coverage of the City and its officers, officials, employees, agents, or volunteers, and any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the contractor's insurance and shall not contribute with it.

SECTION 11 INDEMNIFICATION

The Dedicating Owner, by execution of this Agreement, specifically agrees to protect and assume the defense of, indemnify and hold harmless City and its elected representatives, officers, employees, agents and consultants (the "Indemnitees"), from and against all liabilities, actions, lawsuits, damages, claims, losses, or expenses of every type and description, including attorneys' and consultants' fees and expenses, (collectively, "Liabilities"), to which they may be subjected or put, by reason of or resulting from any breach of this Agreement by the Dedicating Owner with respect to its dedication of the Dedication Area to the City or by reason of any entry

EPA SPIF Pee Credit (Parkland) {03.22 2018) 5


on or within the Dedication Area by Dedicating Owner, or its contractors, consultants, agents or representatives pursuant to the right of entry under Section 10 above (except to the extent the Liabilities arise from the sole negligence, or willful misconduct of City and/or the Indemnitees), as well as any dispute relating to, or in connection with, the transfer of Dedication Credits from the Dedicating Owner to a Credit Transferee under this Agreement. This indemnification shall extend to Liabilities occurring after this Agreement is terminated as well as while it is in force. Notwithstanding the foregoing, following the acceptance of the Dedication Area by City, the Dedicating Owner shall not be obligated to indemnify the lndemnitees for Liabilities to the extent that such Liabilities arise from lndemnitees' active or passive negligence following acceptance of the Dedication Area.

SECTION 12. BINDING ON SUCCESSORS AND ASSIGNS

Each and every provision of this Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto, in the same manner as if such parties had been expressly named herein.

SECTION 13. ATTORNEY'S FEES

If any suit, action or proceeding in law or equity (except for the dispute resolution process set forth herein) is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys' fees.

SECTION 14. AUTHORITY TO ENTER INTO AGREEMENT

Dedicating Owner and City certify that they have the authority and are legally empowered to enter into this Agreement on behalf of their entity and to bind their party to the performance of its obligations hereunder.

SECTION 15. NOTICES

Any notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally (FedEx and similar services, each of which is hereinafter called an "Express Courier," shall be considered to be personal service) or by telephone facsimile or other electronic transmission (provided that the sender of a telephone facsimile or other electronic transmission has received confirmation of successful transmission by the sending fax machine), and upon receipt, if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, return receipt requested, and properly addressed as follows:

(a) If to City:

City of Folsom Attn: City Engineer 50 Natoma Street Folsom, CA 95630 Telephone: (916) 355-7200 Facsimile: (916)

With a copy to:

City of Folsom EPA SPIF Fed Credil (Parkland} (03.22.2018)


6

Attn: Finance Director/SPIF Fee Program Administrator 50 Natoma Street Folsom, CA 95630 Telephone: (916) 355-7200 Facsimile: (916)

(b) If to Dedicating Owner:

[fill in notice information for Dedicating Owner]

Either party may change its mailing address at any time by giving written notice of such changes to the other party in the manner provided herein.

SECTION 16. TERM

The term of this Agreement shall start on the day and year duly executed by all parties and shall remain in effect until all the terms and conditions contained in this Agreement have been satisfied.

SECTION 17. SEVERABILITY

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby.

SECTION 18. CONFLICTS

This Agreement is intended to implement and be consistent with the requirements of the SPIF Ordinance. Therefore, in the event of any conflicts between the SPIF Ordinance and this Agreement, the requirements of the SPIF Ordinance shall prevail and control. As provided above, the provisions of Sections 2.2.1, 4.2.1, 4.2.2 and 4.3 of the ARDA shall control over any conflicting provisions in this Agreement.

SECTION 19. EXHIBITS

The Exhibits attached hereto are hereby incorporated herein by this reference.

SECTION 20. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the parties regarding the subject matter hereof. The Agreement may be amended only by writing executed by both parties.

SECTION 21. RIGHT OF APPEAL

Dedicating Owner may appeal any final determination by the Administrator and/or City Engineer to the City Manager and thereafter to the City Council pursuant to the provisions of Folsom Municipal Code section 2.08.060. Prior to submitting the matter to the City Council, the City Manager may, in his/her discretion, elect to engage the services of a mediator to attempt to mediate the dispute in a non-binding fashion, not to exceed a total of thirty (30) calendar days. Any decision of the City Council shall be final with no right of further appeal or action thereafter.

FI'ASPIF Fee Credit (Parkland) {D3.22.2018} 7


SECTION 22. EFFECTIVE DATE

The date of full execution by the Dedicating Owner and the City shall be deemed to be the "Effective Date" of this Agreement. Upon execution of this Agreement by the City, the City shall insert the Effective Date in the Preamble to this Agreement and provide a copy of this fully executed and dated Agreement to Dedicating Owner.

SECTION 23. VENUE

This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this agreement shall be held exclusively in a state court in the County of Sacramento.

[SIGNATURE PAGE FOLLOWS]

F PA SRI- Fee Credit (Paridand) (03.22.2018)


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above-written.

CITY: DEDICATING OWNER:

CITY OF FOLSOM, (INSERT DEDICATING OWNER SIGNATURE a municipal corporation BLOCK; IF DEDICATING OWNER IS A

CORPORATION, ADD SECOND SIGNATURE BLOCK FOR DEDICATING

By: OWNER, ONE OF WHICH MUST BE A Its: City Manager FINANCIAL OFFICER)

ATTEST:

a By: Its: City Clerk

APPROVED AS TO CONTENT:

By: Its: Community Development Department

Director

APPROVED AS TO CONTENT:

By: Its: Finance Director/SPIF Administrator

APPROVED AS TO FORM:

By: Its: City Attorney

By: Name: Title: Date:

EPA SFIF Foo Credit (Parkland) p.22.2618) 9


EXHIBIT A

LEGAL DESCRIPTION AND MAP FOR PARKLAND DEDICATION AREA

(to be attached)


EXHIBIT B

MAP OF DEDICATING OWNER'S PROPERTY (Within Which Dedication Credits May Be Applied Against the Parkland Dedication Obligation)

(to be attached)


EXHIBIT C

FORM OF CERTIFICATE TO APPLY PARKLAND DEDICATION CREDITS

The undersigned Dedicating Owner, as the holder of certain Dedication Credits related to the Parkland Dedication Credit Agreement between Dedicating Owner and the City of Folsom, dated (the "Agreement"), hereby elects to apply the amount of Dedication Credits described below as a credit against the parkland fee component of the SPIF Fee obligation otherwise payable in connection with the recordation of a small-lot subdivision map for development of the Dedicating Owner's Property within the Folsom Specific Plan Area, as described below:

Dedicating Owner's Legal Name:

Subdivision Name:

Final Map Name and Date:

Village (or Units) and Lot Numbers:

Attach copy of Final Map with lot numbers visible.

Amount of Available Dedication Credits: acres

Amount of Dedication Credits Applied for Subdivision: acres

Remaining Dedication Credits After Application: acres

DEDICATING OWNER:

a

By: Name: Title:

Date:

ACKNOWLEDGED AND APPROVED:

Name: Name: Title: City Engineer Title: Fee Administrator


EXHIBIT D

FORM OF CERTIFICATE OF TRANSFER OF PARKLAND DEDICATION CREDITS

The undersigned Dedicating Owner, as the holder of certain Dedication Credits related to the Parkland Dedication Credit Agreement between Dedicating Owner and the City of Folsom, dated (the "Agreement), hereby assigns, transfers and conveys a portion of the Dedication Credits to the undersigned Transferee as indicated below:

Dedicating Owner's Legal Name:

Transferee's Legal Name:

Transferee's Subdivision Name:

Attach copy of Map of Trasferee's Property

Amount of Dedication Credits Transferred: acres

Amount of Dedication Credits Held by Dedicating Owner Before Transfer: acres

Balance of Dedication Credits Held by Dedicating Owner After Transfer: acres

By signing below, Transferee/Home Builder concurs and agrees to the amount of the Dedication Credits transferred hereunder and agrees to protect, defend, indemnify and hold the City and its officers, agents and employees harmless from and against any and all liabilities, claims, or lawsuits in connection with or resulting from any dispute between Transferor and Transferee pertaining to the Dedication Credits transferred hereunder.

DEDICATING OWNER: TRANSFEREE/HOME BUILDER:

a a

By: By: Name: Name: Title: Title: Date: Date:

Dedicating Owner Contact: Transferee/Home Builder Contact:

Name: Name: Address: Address:

Telephone: Telephone: Facsimile: Facsimile: E-Mail: E-Mail:

ACKNOWLEDGED AND APPROVED:

Name: Name: Title: City Engineer Title: Fee Administrator


EXHIBIT E

CITY INSURANCE REQUIREMENTS

NOTE: The word "Consultant" in this Exhibit refers to either "Consultant", 'Dedicating Owner" or "Contractor" as the term is used in the Agreement/Contract to which this Exhibit is attached. A. During the term of this Agreement, Consultant shall maintain in full force and effect at

all times during the term of the contract, at its sole cost and expense, policies of insurance as set forth herein: 1. General Liability:

a. General liability insurance including, but not limited to, protection for claims of bodily injury and property damage liability, personal and advertising injury liability and product and completed operations liability.

b. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001 (occurrence).

c. Claims-made coverage is not acceptable.

d. The limits of liability shall not be less than:

Each occurrence: One Million Dollars ($1,000,000)

Products & Completed Operations: One Million Dollars ($1,000,000)

Personal & Advertising Injury: One Million Dollars ($1,000,000)

e. If a general aggregate limit of liability is used, the minimum general aggregate shall be twice the 'each occurrence' limit or the policy shall contain an endorsement stating that the general aggregate limit shall apply separately to the project that is the subject of the contract.

f. If a products and completed operations aggregate limit of liability is used, the minimum products and completed operation aggregate shall be twice the 'each occurrence' limit or the policy shall contain an endorsement stating that the products and completed operations aggregate limit shall apply separately to the project which is the subject of the contract.

g. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

2. Automobile Liability: a. Automobile liability insurance providing protection against claims of bodily

injury and property damage arising out of ownership, operation, maintenance, or use of owned, hired, and non-owned automobiles. If no vehicles owned by Consultant will be employed in connection with the work, the foregoing insurance may omit coverage as to damage arising out of "ownership" or use of "owned" automobiles.

b. Coverage shall be at least as broad as Insurance Services Office Automobile Liability coverage form CA 0001, symbol 1 (any auto). If no vehicles owned by Consultant will be employed in connection with the work, the foregoing insurance may provide symbol 8 or 9 coverage.

c. The limits of liability per accident shall not be less than:

Combined Single Limit One Million Dollars ($1,000,000)

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d. If Automobile Liability coverage, as required above, is provided by the Commercial General Liability form, the General Liability policy shall include an endorsement providing automobile liability as required above.

3. Workers' Compensation

a. Workers' Compensation Insurance, with coverage as required by the State of California (unless the Consultant is a qualified self-insurer with the State of California), and Employer's Liability coverage.

b. Employer's Liability Coverage with a limit not less than $1,000,000 per accident for bodily injury and disease.

c. Consultant shall sign and file with the City department responsible for this Agreement/Contract the Worker's Compensation Certificate contained in the Project Manual.

4. Insurance Required in the Supplementary Conditions: Consultant shall be required to comply with all conditions as stipulated in the Standard Construction Specifications, any supplementary conditions and any special provisions as applicable.

5. Professional Liability Insurance: [Intentionally Omitted]

6. Other Insurance Provisions: a. The Consultant's General Liability and Automobile Liability policies shall

contain, or be endorsed to contain, the following provisions:

i. The City, its officials, employees, agents and volunteers shall be covered and specifically named as additional insureds on a separate endorsement as respects liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied, or used by the Consultant, or automobiles owned, leased, hired, or borrowed by the Consultant in a form acceptable to the City Attorney.

ii. The Endorsement requirement may be satisfied with express provisions in the insurance policy(ies) which identifies any person or entity required to be included as an insured under the policy. A copy of the declarations page identifying the policy number, and pertinent provisions in the policy providing additional insured coverage shall be provided to the City.

iii. The policy shall contain no special limitations on the scope of coverage afforded to the City, its officials, employees, agents or volunteers.

b. For any claims related to the project, the Consultant's General Liability and Automobile insurance coverage shall be primary insurance in their coverage of the City and its officers, officials, employees, agents, or volunteers, and any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

c. Any failure to comply with reporting or other provisions of the policies on the part of the Consultant, including breaches of warranties, shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.

d. The Consultant's Workers Compensation and Employer's Liability policies shall contain an endorsement that waives any rights of subrogation against the City, its officers, officials, employees, agents, and volunteers.

a Each insurance policy shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, non-

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renewed, or materially changed except after 30 days prior written notice by certified mail has been given to the City. Ten days prior written notice by certified mail shall be given to the City in the event of cancellation due to nonpayment of premium.

7. Acceptability of insurers: Insurance is to be placed with insurers with a Bests' rating of no less than A-:VII.

8. The Consultant shall furnish the City with Certificates of Insurance and endorsements or insurance binders, signed by a person authorized by the insurer to bind coverage on its behalf, evidencing the coverage required by this section, the Standard Specifications, Special Provisions and/or any Supplementary Conditions. The Consultant shall furnish complete, certified copies of all required insurance policies, including original endorsements specifically required hereunder, if requested.

9. The Consultant shall report, by telephone to the Project Manager within 24 hours, and also report in writing to the City within 48 hours, after Consultant or any Subcontractors or agents have knowledge of, any accident or occurrence involving death of or serious injury to any person or persons, or damage in excess of Ten Thousand Dollars ($10,000) to property of the City or others, arising out of any work done by or on behalf of the Consultant as part of the contract.

10. Such report shall contain: a. the date and time of the occurrence, b. the names and addresses of all persons involved, and c. a description of the accident or occurrence and the nature and extent of

the injury or damage. 11. [Intentionally Omitted] 12. If the Consultant fails to procure or maintain insurance as required by this section,

the Standard Specifications, and any Supplementary Conditions, or fails to furnish the City with proof of such insurance, the City, at its discretion, may procure any or all such insurance. Premiums for such insurance procured by the City shall be deducted and retained from any sums due the Consultant under the contract.

13. Failure of the City to obtain such insurance shall in no way relieve the Consultant from any of its responsibilities under the contract.

14. The making of progress payments to the Consultant shall not be construed as relieving the Consultant or its Subcontractors of responsibility for loss or direct physical loss, damage, or destruction occurring prior to final acceptance by the City.

15. The failure of the City to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at any time during the term of the contract.

16. In the event Consultant carries Excess Liability Coverage, the Excess Liability Coverage shall apply to any and all claims related to the project on a primary and non-contributory basis, and the City's insurance or self-insurance coverage shall be excess to the Consultant's Excess Liability Coverage.

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consent calendar agenda item no.: 7c cc mtg.: …...infrastructure fees and spif public land fees...

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