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HomeMy WebLinkAboutAgenda Report - February 6, 2019 G-01 PHTM CITY OF LODI COUNCIL COMMUNICATION AGENDA TITLE: MEETING DATE: PREPARED BY: AGENDA ITEM Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Public Works Director RECOMMENDED ACTION: Public hearing to consider adopting resolution authorizing City Manager to execute Reimbursement Agreement RA -18-01, for public improvements constructed with Lodi Shopping Center. BACKGROUND INFORMATION: Browman Development Company (BDC), the developer of Lodi Shopping Center (LSC), located at the southwest corner of Kettleman Lane and Lower Sacramento Road, entered into an Improvement Agreement with the City, dated July 28, 2015. As required under the conditions of approval for the project and terms of the Improvement Agreement, BDC, and by separate agreement, Elliot Homes, Inc. (Elliot) (collectively "Applicants"), completed certain public improvements on Westgate Drive and Century Boulevard. The improvements include the installation of asphalt concrete pavement, concrete curb, gutter and sidewalk, concrete median with landscape, water, wastewater, storm drainage lines, traffic signal modifications at Kettleman Lane and Westgate Drive, wastewater trunk line relocation, storm water basin, and storm water pump station. Portions of the public improvements installed by Applicants benefit properties outside the project area, which lie between Kettleman Lane and Harney Lane. The benefiting properties are shown on Exhibit A. The public improvements for LSC were accepted by City Council on October 19, 2016. Applicants request a Reimbursement Agreement in conformance with Lodi Municipal Code (LMC) Chapter 17.62, to recover the cost of the improvements benefiting the above mentioned properties, including related costs such as land cost, engineering, inspection, and plan check fees. The Engineer's Report (Exhibit B), prepared by SNG Associates, Inc., utilized established engineering principles to determine the appropriate reimbursement for each benefiting property. The reimbursable costs for each benefiting property are shown in Exhibit C. The code specifically requires Applicant to provide the "engineering calculations and data" provided by SNG Associates, Inc. (LMC Section 17.12.040A(2)). The public hearing to consider the Reimbursement Agreement was originally scheduled to be conducted on April 19, 2018, but was continued, then ultimately cancelled on August 1, 2018, because one major property owner, FCB Homes (FCB), disagrees with the reimbursement methodology, and resulting allocations, presented by Applicants and supported by City Staff. This disagreement resulted in threats of litigation from both FCB and Applicants. Factual History In 2014, three developers had interest in the Southwest Gateway area (Exhibit D). The developers at the time were FCB, Van Ruiten Properties, which is now Villa Fiore by Elliot, and BDC, who at the time was planning to build the Lodi Shopping Center. Staff attempted to bring these three stakeholders together because the City's impact fee program requires developers construct all required improvements with minimal or no reimbursement from the City. In other words, these three developers were expected to APPROVED: ephen uh K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center=CC PH 020619.doc uer, City Manager 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 2 strike an agreement, or separate agreements (that did not include the City), for sharing the costs of the public infrastructure needed to master plan and develop the Southwest Gateway area because whoever started developing first would be installing public improvements that substantially benefited the other two developers. This expectation and the reason driving the expectation were made very clear to all parties (including FCB) during discussions with the City. The LSC project (being constructed by BDC) was then under a tight schedule to start construction and if the project was going to move forward at all, BDC was going to develop first. Since this was the first project that would fall under the rules for reimbursement under the new impact fee program, the City offered to step in to initiate the discussion with BDC, Elliot, and FCB, regarding how the public infrastructure costs might be allocated. After a series of meetings, and City provided very basic examples of how the cost allocations could be distributed, the developers appeared to be on the same page, and at that time, the City stepped away from the discussions. BDC and Elliot did find resolution, which is why they are co -applicants on RA -18-01. FCB has not found resolution with the other two, which places the issue City Council as required by LMC Section 17.62.050(5). Each party has their own opinion, but ultimately Staff is submitting for Council approval, a reimbursement agreement that is consistent with engineering practices and in accordance with the LMC. While supporting the allocation methodology utilized by Applicants' third party engineer, Staff has respected the various arguments presented by FCB over the course of several months and has encouraged Applicants (who were reluctant but ultimately agreed) to delay several public hearing dates in order to allow time for Staff to research new items of contention brought forth by FCB. Some of FCB's arguments have resulted in minor modifications to the Engineers Report. Ultimately, Staff does not agree with FCB's narrow interpretation of LMC's definition of "Construction Costs," which drive their primary objections to the cost allocation methodology. Staff is confident that RA -18-01 allocates costs properly, consistent with previous reimbursements, and in accordance with the City's ordinance. The City's position has been validated by independent professional engineering and legal peer reviews. Staff has attempted, on several occasions, to facilitate meetings with FCB and Applicants to obtain a resolution. Unfortunately, these efforts have not been successful. The primary disagreement revolves around the general contractor arrangement and, more specifically, the "general conditions" line item and the "fees and insurance" costs paid to the general contractor (Eleven Western Builders) and whether or not this cost, along with indirect costs such as dust control, State -mandated storm water management, San Joaquin Council of Governments agricultural mitigation costs, and land costs, are reimbursable "construction costs," as outlined in LMC Section 17.62.050.A.1 (Exhibit E). To a lesser extent, the disagreement also lies in how various reimbursement allocations are distributed. This staff report attempts to simplify what has been the most contentious elements of a very complicated document and to articulate the City's position and justification for each. The information is abundant, and the reading proves tedious. 1) General Contractor Costs FCB contends that the City has never allocated general contractor costs in either prior residential nor commercial reimbursement agreements and by supporting this methodology in RA -18-01, BDC is being allowed to "double dip." FCB contends that general contractor related costs ("general conditions" and "fees and insurance") should not be reimbursed separately and be included as part of the City's allowance of 10 percent of the construction costs for Engineering and Administration, also shown in Exhibit E. This argument is based on FCB's good faith, but ultimately erroneous belief that general contractor costs are not construction costs. Staff researched its archives looking for examples where a general contractor arrangement was similar to the LSC contract and where the City supported reimbursement for the "general conditions" and "fees and insurance." Staff can cite two examples where these costs were in fact allocated in a reimbursement agreement. The first, in 1994, involved Council adopting Resolution No. 94-79, where public improvements were accepted as part of the Lodi Town Plaza (Target) project (Exhibit F), located at 2355 West Kettleman Lane. In that resolution, the City acknowledges "general conditions" and "contractor fees" and reimbursed the developer, BDC, these appropriately allocated costs, in addition to the 10 percent K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619 doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 3 Engineering and Administration Fee being applied to the general contractor costs, as shown in Exhibit F, Page 4. The second involves the City's most recent reimbursement agreement for the Rose Gate Subdivision (RA - 16 -01) (Exhibit G), requested by FCB itself and approved by Council on March 1, 2017, by Resolution No. 2017-32. RA -16-01 was initiated by FCB to request reimbursement for offsite improvements built with the Rose Gate Subdivision. FCB hired DSS Company dba Knife River Construction (Knife River) to perform the general contracting work required to construct the majority of the onsite and offsite improvements. The required offsite improvements included, among other things, the signal modification work at the intersection of Lodi Avenue and Lower Sacramento Road. Contract documents indicate Knife River subcontracted with Pacific Excavation, who provided a quote to Knife River on November 7, 2014 of $59,466, to perform the signal modifications; then by change order (Exhibit H), Knife River provided FCB a lump sum cost for the signal modifications of $68,400, as shown in Exhibit H, Page 2. Most surely, Pacific Excavation's subcontracting price of $59,466 included cost plus mark-up, and though they didn't perform any physical work, the additional $8,934 charged by Knife River accounts for the "general conditions" costs and "fees and insurance" costs to fund the effort needed to oversee the subcontractor's work, make a profit, and to protect themselves from the risks associated with construction. This process is widely accepted in both public and private contracting practices and is no different than the relationship between the LSC general contractor, Eleven Western Builders, and their subcontractors in RA -18-01. The "general conditions" and "fees and insurance" costs of $8,934 (in this case, 15 percent of the subcontractor cost of $59,466) were included in the $68,400 lump sum amount charged by the general contractor (Knife River), but not shown separately, as they are in RA -18-01, which is perfectly acceptable. This total cost was acknowledged as a "construction cost" by the City and included as part of the $770,563 that was allocated to the benefiting properties because nothing in our ordinance prohibits reimbursement of this actual construction cost. In fact, the "general conditions" and "fees and insurance" costs included in the $68,400 lump sum price provided by Knife River to FCB, and requested by FCB for reimbursement, were considered "construction costs" by the City, as shown in Exhibit G, Page 7 — Line Item 20. FCB also received credit for the 10 percent Engineering and Administration and plan check and inspection fees for this particular line item on top of the above referenced hidden costs, again perfectly acceptable, because the costs are needed to construct the project. This is consistent with the methodology used by the City for RA -18-01 that is being contested by FCB and is not "double dipping" because it is an actual construction cost, as shown in Exhibit G, Page 8. FCB did not contest RA -16-01. This history makes sense in the overall scheme of the ordinance because it is common for general contractors to perform work for the homebuilding community in order to construct public improvements required of their subdivisions. In fact, FCB currently contracts most of their work in Lodi with Knife River. In this arrangement, Knife River acts as the general contractor that in turn will hire subcontractors to perform the various disciplines of work where Knife River does not possess the expertise in performing (examples may include traffic signal modifications, pavement striping or electrical work associated with a pump station). By contract, the general contractor is "in charge" of the entire project and works for the developer. This includes general site management, reviewing project documents, processing any contract changes, and coordinating the work of subcontractors that may be included in the general contractor's bid to install traffic signal modifications, pavement striping, etc. In this arrangement, Knife River always has a markup to any item of work that they need to subcontract. The City's improvement agreements require developers to maintain site superintendence at all times, maintain insurance to protect the City and their workers, and to construct the work in accordance with all local, State and Federal laws. General contractors must charge a fee (either shown separately or included in separate bid line items) to oversee the work (also known as general conditions), protect themselves from the risks associated with construction, and to make a profit (also known as fees and insurance). The K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619 doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 4 developer may take on this responsibility and choose to pay the salary of an internal employee, but more often they pass all, or a portion of, the construction responsibility onto the general contractor performing the work. In the case of the LSC project (which required extensive and complex construction activities), BDC chose to bid the general contracting work required to construct both the onsite and offsite improvements to a general contractor (Eleven Western Builders). As in the example above, the general contractor was responsible for performing construction management tasks, coordinating all subcontractors needed to perform the various disciplines of work, and to make sure the construction is performed in accordance with their improvement agreement with the City (that required the developer to maintain site superintendence at all times, maintain insurance to protect the City and their workers, and to construct the work in accordance with all local, State and Federal laws). Also, as Knife River did in RA -16-01 discussed above, the general contractor, hired by LSC, Eleven Western Builders, charged a fee to oversee the work (also known as "general conditions"), and to protect themselves from the risks associated with construction and to make a profit (also known as "fees and insurance"). Instead of distributing these costs into separate bid items as in the RA -16-01 example above, these general contractor costs are separated by Eleven Western Builders and identified as "General Conditions" and "Fees and Insurance." This methodology can be considered more transparent than the example noted above but, no more, or less acceptable, just different, as shown in Exhibit B, Page 6 — Line Item 12. As shown in Exhibit I, the General Conditions and Fees and Insurance identified by Eleven Western Builders represent a small percent of the subcontract costs. In fact, overall, the "general conditions" and "fees and insurance" costs are approximately 11 percent of the subcontract costs, which is consistent with industry standards and less than the Knife River "mark-up" in the RA -16-01 example of 15 percent. Both "general conditions" and "fees and insurance" costs are considered construction costs, and therefore reimbursable, as nothing in our ordinance prohibits recovery of actual construction costs. Again, this is consistent with previous methodology used by the City with the 1994 Council action noted above where these costs were reimbursed as part of the Target project and with the methodology used in RA -16-01, also referenced above. While FCB contests all "general conditions" and "fees and insurance" costs identified in RA -18-01, totaling $418,223.82, the total allocation of "general conditions" and "fees and insurance" appropriately assigned to FCB is $196,826. 2) Indirect Costs (Dust Control, Storm water Management, Erosion Control) FCB also contends that some costs (such as dust control, storm water management, erosion control) have not historically been allocated. City records indicate that this is accurate; however, in order to construct the public improvements required by the City, and to maintain conformance with the improvement agreement that requires the construction to comply with local, State, and Federal laws, the work was necessary. The City acknowledges these costs arise out of relatively new regulations and, while not included with previous reimbursement agreements, it should be considered a reimbursable construction cost. Other work is being lumped into this contested amount, such as vine removal, basin perimeter road costs, importing and stockpiling costs, and basin fencing costs. Staff contends these costs are construction costs associated with constructing the storm drain basin. FCB has claimed, and is correct, that RA -16-01 did not include these indirect costs. The City did not consider these costs simply because they were not submitted for reimbursement. Staff has offered to request Council amend RA -16-01 in order to allow FCB to secure reimbursement for these construction costs. While FCB contests all "Indirect Costs" identified in RA -18-01, totaling $521,688, the total allocations of "Indirect Costs" assigned to (and being contested by) FCB is $136,000 for storm water improvement related costs and $8,577 for sewer improvement related costs, for a total of $144,577. 3) Westgate Drive Excess Right -of -Way Dedication K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619.doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 5 BDC dedicated approximately 1.64 acres of right-of-way for the construction of Westgate Drive. The City requires developers to dedicate one-half of the fronting road improvements. The right-of-way dedicated by BDC exceeds their one-half width obligation by varied amounts along the west side of Westgate Drive, from Kettleman Lane to the south boundary of LSC. The total excess right-of-way dedicated by BDC is 20,171 square feet, which is appropriately distributed between site 1, owned by FCB, and site 2, owned by the City of Lodi. While FCB contests all of the excess Westgate Drive dedication costs in RA -18-01, totaling $94,632, the total allocation of excess right-of-way costs appropriately assigned to FCB is $48,190. 4) Storm Drain Allocation FCB contends that the storm drain basin cost for the land is not eligible for reimbursement because the land area did not change when the FCB subdivision is added to the basin; and the basin was undersized. FCB maintains the overarching contention that RA -18-01 should not allocate basin land cost because it is not a "construction cost" per the LMC. FCB has also contended they should not be allocated basin land cost (even if it was included as a reimbursable cost in RA -18-01) because projected storm runoff from the Gateway North project did not require more land, only a "deeper" basin to establish storage volume. Finally, FCB argues that the basin was not constructed large enough to accommodate the Gateway North portion of the development north of Century Boulevard (Exhibit J). Staff does not agree with these claims as explained below. Staff does not agree with FCB's argument that the cost for land needed to construct a shared, public facility should not be considered reimbursable. In order for FCB to construct any subdivision within the City, they have had to either secure land, or pay a fee toward land, in order to provide storm drain detention. Without the current basin, FCB would have otherwise had to construct a permanent storm drain detention facility on its own land in order to build its projects. Using engineering principles, the Engineers Report has determined that FCB contributes 31 percent of the storm drain runoff (while controlling 33 percent of the land area north of Century Boulevard), which justifies its allocated share of 31 percent of the basin land costs and corresponding excavation costs. While FCB contests the allocation of all basin land costs in RA -18-01, totaling $903,630, the basin land cost appropriately assigned to FCB is $276,953, or 31 percent of the total basin land cost. FCB's contention that the current basin is undersized is more challenging to explain. The RA -18-01 cost allocation for FCB utilizes an approved, storm drain master plan runoff coefficient of 0.4 for residential development areas, even though FCB's engineer has determined the more appropriate runoff coefficient should be 0.6 (a 50 percent increase in storm runoff volume). For a general understanding, a runoff coefficient can be explained as the percent of storm water that runs off of the site during a storm, so 0.4 would be 40 percent and 0.6 would be 60 percent. This increase for FCB is due to the densification of homes and hardscape planned in the Gateway North subdivisions, as was evident by the comparable lot configurations with the Rose Gate Subdivision. It is the City's position that the higher runoff coefficient suggested by FCB's engineer is driving FCB's claim that the basin was undersized. FCB is, on their own, choosing to employ a housing densification that yields the higher runoff coefficient of 0.6. Had FCB chosen to construct a housing product that matched the master -planned runoff coefficient of 0.4 (less dense, therefore less runoff) then the existing basin would be of adequate size to serve the entire area north of Century Boulevard (including Gateway North), aside from the relatively small volume associated with a temporary slope and access road along the southern basin property line. This temporary slope and access road will be removed when the Gateway South subdivision builds the ultimate basin. The ultimate basin is expected to be constructed long before full buildout of the areas north of Century Boulevard, making the small storage volume of the temporary slope and access road irrelevant. K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619 doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 6 This leads to one element of the contested allocation that Staff could support. The construction of the basin outside the City's specifications leads to a basin that artificially stays on BDC controlled property. Had it been built to City standards, it would have encroached onto FBC controlled property to accommodate a four to one slope and the access road. That property totals 0.482 acres. Using BDC's land cost of $184,414.40 per acre as a benchmark (since the actual land value is not known), the value of the additional land is $88,887. If FCB's storm drain allocation is 31 percent of the total, FBC could be credited the total benchmark value of the additional land ($88,887) minus its share ($27,555), or $61,332. 5) Sewer Allocation FCB contends Applicants should not be reimbursed for a 15 -foot wide portion of a public utilities easement (PUE) over the relocated Industrial Waste (IW) pipeline since the easement is over land that had "no value" because it is located in the loading area for Super Walmart. Staff disagrees, as the total easement value (appraised at $63,000) encumbers real property; therefore, has real value. Again, this argument ignores basic cost accounting principles because the easement clearly has real value and FCB benefits from its existence because the easement is no longer needed on FCB controlled property (Exhibit K). LSC was conditioned (Resolution No. 2009-58) to relocate the existing 48 -inch diameter domestic and the 30 -inch diameter IW pipelines that diagonally crossed the property controlled by FCB, just south of the LSC site (Exhibit K). Ultimately, LSC was required to install a smaller, 24 -inch diameter domestic sewer pipeline and a 33 -inch diameter IW pipeline in the 75 -foot wide PUE along the south side of LSC property. Co -applicant, Elliot, was conditioned, and has since realigned, the 48 -inch diameter domestic outfall pipeline from FCB property to Century Boulevard. Reimbursement to Elliot for that portion of the realignment work is expected to be included in a separate and forthcoming reimbursement agreement request. The requirement for LSC to realign these pipelines was imposed due to the poor condition of the pipelines and was of no direct benefit to the LSC. Contrarily, FCB is the prime beneficiary of these conditions/requirements because the realignment allows FCB to move forward with its Gateway North subdivision unimpeded by the existing pipelines. The realigned portion of the domestic outfall and IW pipeline was placed in an easement located entirely on the LSC property, or in public right-of-way on Century Boulevard, thereby removing the need for FCB to establish a new PUE to accommodate the pipes in the Gateway North subdivision, located immediately south of LSC. This ultimately resulted in FCB acquiring additional, developable land, by eliminating their need to dedicate a 20 -foot wide (minimum) PUE to accommodate the realigned pipelines. It should be noted that had FCB proceeded with their subdivision before LSC was constructed, FCB would have been conditioned to relocate both pipelines at their cost, or design the subdivision respecting their diagonal alignment. In any case, FCB receives substantial benefit associated with the realignment of the pipelines and the allocation methodology reflected in the Engineer's Report is appropriate. The allocated costs assigned to FCB for the easement value on LSC property and the realignment of the diagonal pipelines is $328,302, out of a total of $442,626, or 74.3 percent of the total cost for that segment. The remaining allocations are distributed to Elliot and to LSC for their share of a sewer pipeline needed only to service their respective parcels. The allocation methodology for FCB and Elliot was based on the land area distribution of the existing easement that crosses the parcels (controlled by either FCB or Elliot) that used to be traversed by the relocated pipelines, also shown in Exhibit K. This methodology is supported by Staff, but as with the other items of discussion, the actual dollar amount being contested specific to FCB allocations has not been provided by FCB, nor has any reasonable alternative methodology for the allocation; therefore, the known contested dollar amount reflected in this report for costs allocated to FCB is limited to their share of the IW pipeline easement cost, which is 74.3 percent of $63,000, or $46,796. The remainder is distributed between BDC and Elliot. 6) Engineering and Administration / Plan Check and Inspection Fee FCB contends the 10 percent Engineering and Administration fee, along with the City's plan check and inspection fees, allowed to be reimbursed by the LMC 17.62 for construction costs, should exclude the K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619.doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 7 "general conditions" and "fees and insurance" costs included in RA -18-01. The City has rightly acknowledged these costs as "construction costs" in prior reimbursements (with RA -16-01 benefiting FCB) because the work associated with the "general conditions" and "fees and insurance" costs is required to comply with certain terms and conditions of the City's improvements agreements. Since the total allocation of "general conditions" and "fees and insurance" assigned to FCB controlled properties is $196,826 the contested amount would be 16% (10% Engineering and Administration + 6% for plan check and inspection) or $31,492. It should be noted that based on feedback from FCB regarding this item, Staff requested Applicants remove the "fees and insurance" element totaling $308,829 from the 10 percent Engineering and Administrative cost calculation only. Applicants agreed and the latest Engineers Report adjusts the allocations for all parcels based on this adjustment. The amount of Engineering and Administration and plan check and inspection fees being allocated to FCB properties is $345,139. By excluding the "fees and insurance" element from the 10 percent Engineering and Administrative Fee (10 percent of $308,829 or $30,883), the fee allocation to FCB for their fair share of Engineering and Plan Check Fees is reduced $13,984 to $331,155. The overall distribution of this savings to the benefiting properties explains why this is such a small decrease. Government Code Sections (66485-66489) Government Code Sections 66485 through 66489 requires the City to enter into an agreement to reimburse, the installing party of public infrastructure, including an amount attributable to interest for such installations. The City is allowed to collect these funds from properties that benefit from the offsite public installations. Since it is expected that FCB will construct the storm drain improvements associated with the GWS subdivision, Council could choose to remove FCB's Gateway North portion of the storm drain allocation ($880,573) from the reimbursement agreement, then collect storm impact fees from FCB, since they did not construct their share of permanent storm drain facilities to accommodate the Gateway North development. The amount of storm impact fees that could be collected (based on current storm drain impact fee for Zone 2) for the Gateway North development would be $1,122,507, based on the housing allocations assigned. These funds would be used to reimburse Applicants for FCB's storm drain allocation costs as they are received, also shown in Exhibit J. In preparing for the public hearing, previously scheduled for November 7, 2018, Staff discovered a math error embedded in one of the base calculations of the Engineer's Report. Based on that finding, Staff elected to cancel the November 7, 2018 public hearing and engage a third -party firm to perform a peer review of the Engineer's Report. The intention of the peer review is to place a "fresh set of eyes" on the document, to check the math, and to review SNG Associates, Inc. allocation methodology, not to revisit the principle disagreements between the parties. After spending a substantial amount of time researching qualified firms that did not have potential conflicts of interest with either party, Staff engaged the engineering firm of CSG Consultants, Inc., of Foster City, to perform a review of the Engineer's Report prepared by SNG Associates, Inc., identify any items related to the cost allocations or the math in the report that appear incorrect or unreasonable, recommended revisions as appropriate, and to provide a summary of findings. The engineer (Mr. Al Petrie, P.E.) assigned to perform the review by CSG Consultants, Inc. has over 35 years of municipal experience, with 25 years in senior management or Director level positions, and 16 years of experience in the private sector, nine of which included working for a private residential development company as a managing partner. Prior to the City engaging the firm, Mr. Petrie (on his own) initiated some research, and based on his experience at other municipalities that utilize development impact fees to reimburse developers, Mr. Petrie suggested in a communication dated November 25, 2018 (Exhibit L), that SNG Associates, Inc. did not utilize "utility oversizing" methodology to establish "eligible reimbursement by the City" in accordance with the Lodi Municipal Code. The communication acknowledges that he had yet to review the City's 2012 Impact Mitigation Fee Program policies on "utilities oversizing and street oversizing." The 2012 Impact Mitigation Fee Program (Exhibit M), approved by Council, Resolution No. 2012-142, K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619.doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 8 eliminated oversizing reimbursement and notes reimbursements will be secured by City Council approved reimbursement agreements amongst benefiting properties. Mr. Petrie's preliminary interpretation of the LMC is consistent with the initial arguments brought forth by FCB regarding "oversizing" and illustrates how the LMC can be misinterpreted based on the funding source for reimbursement. Mr. Petrie's initial conclusions incorrectly assumed the City is reimbursing the developer using impact fees. While common practice in most municipalities, it is not the case with RA -18-01, as explained on pages 1 and 2 of this staff report. In a letter dated December 12, 2018 (Exhibit N), Mr. Petrie acknowledges that his initial conclusions were based on certain assumptions and his misreading of the LMC. The letter requests the November 26, 2018 communication be disregarded. CSG Consultants, Inc. submitted its peer review on January 7, 2019. The report (Exhibit 0) identifies several items related to the Westgate Drive allocations, where CSG Consultants, Inc. suggests minor changes in allocation of right-of-way reimbursement totaling $41,057. This conclusion would overall benefit the LSC, but Staff does not agree with the allocation assumptions and does not recommend making the adjustment, aside from adding a small construction survey cost of $2,340 that should have been split between the wastewater and storm drain costs ($1,170 to each). CSG Consultants, Inc. did, however, find a mistake in the amount reimbursed for a change order related to the storm drain pump station. This item is referenced on page 77 of the report and authorizes reimbursement for $48,950, when the actual cost for the work was $33,488.66. This difference of $15,461.34 has been reflected in an updated version of the Engineer's Report. CSG Consultants, Inc. also acknowledged the math error discovered by Staff prior to the November 7, 2018 public hearing and associated with calculating the plan check and inspection fees. This error resulted in a $16,016 overstatement of the allowable reimbursement. This correction has also been reflected in the updated version of the Engineer's Report. The scope of the peer review was limited to evaluating the allocation methodology, math, and supporting documentation included in the Engineer's Report. CSG Consultants, Inc.'s review supports allocation methodology of the wastewater and storm drain improvements (including the storm drain basin allocations); however, there is minor disagreement with Staff with respect to the Westgate Drive right-of- way allocation. Overall, excluding the discrepancy of $41,057 in Westgate Drive right-of-way allocation costs (the City does not concur with CSG Consultants, Inc. here), the CSG Consultants, Inc. findings disagree with the Engineer's Report by approximately $29,137, or approximately 1/2 of one percent of the total reimbursement allocations of over $6,171,647.67. On January 14, 2019, FCB submitted a 22 page dispute document (FCB Dispute Document) (Exhibit P) summarizing its disputed issues and requested it be reviewed by CSG Consultants, Inc. Staff concurred with this request and transmitted the FCB Dispute Document to CSG Consultants, Inc. for its review. As outlined in the executive summary, the two main points of contention are the eligibility of overhead and other indirect costs for reimbursement under LMC Chapter 17.62; and the appropriate methods to allocate eligible costs to benefiting properties. The FCB Dispute Document was transmitted to CSG Consultants, Inc. on January 15, 2019 and reviewed in detail by Mr. Petrie. CSG Consultants, Inc. submitted the review of the FCB Dispute Document on January 24, 2019 reflecting its findings (Exhibit Q). The findings established in the CSG Consultants, Inc. review of the FCB Dispute Document are summarized as follows: 1) CSG Consultants, Inc. takes the position that LMC Section 17.62.050 is a summary statement indicating the phrase "Construction Costs" includes all costs, both direct and indirect, that are necessary to install improvements satisfactory to the City of Lodi. K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619 doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 9 2) CSG Consultants, Inc. concluded that all of the costs included in the SNG Associates, Inc. Engineer's Report were necessary costs and; therefore, eligible for reimbursement. 3) CSG Consultants, Inc. agrees with the allocation methodology of the SNG Associates, Inc. Engineer's Report. Summary Again, in 2014, the City expected BDC, Elliot, and FCB to agree to their own terms for allocating the costs of master planned public improvements for the Southwest Gateway area, as all three were advised of the changes in the City's impact fee program in 2012. That did not happen and over the course of the past several months, Staff has spent a substantial amount of time working with FCB and Applicants to address the areas of disagreement. Staff compiled a list of contested items from numerous meetings, a large spreadsheet that completely re- arranges the overall allocations in accordance with FCB's narrow interpretation of construction costs allowed for reimbursement, and one-on-one meetings with FCB to provide Council with perspective regarding the contested dollar amounts specific to FCB allocations. Based on the above information, Staff's interpretation of the dollar amounts being contested that are allocated to FCB properties are summarized as follows: 1) General Conditions and Fees and Insurance $196,826 2) Indirect Costs $144,577 3) Westgate Drive Excess Right -of -Way $ 48,190 4) Basin Land $276,953 5) Sewer Allocation Costs (IW easement cost only) $ 46,796 6) Engineering and Admin/Plan Check and Inspection Fee $ 31,492 TOTAL $744,834 1) Staff supports the allocation of "general conditions" and "fees and insurance," since the work associated with these costs is necessary to construct the project in accordance with certain terms and conditions included in the improvement agreement between the City and LSC. The fact that these costs are represented separately instead of included in various line items in no way makes them less of a construction cost. The City Council has previously taken action that acknowledged "general conditions" and "fees and insurance" as construction costs whether incorporated into other costs or separately identified. 2) Staff supports the allocation of Indirect Costs since the work associated with these costs is needed either to, construct the public improvement, or are required by State and/or Federal laws, and therefore, are required to meet certain terms and conditions of the improvement agreement between the City and LSC. 3) Staff supports the cost allocation of excess street right-of-way along the westerly side of Westgate Drive frontage dedicated by BDC. Staff also supports the allocation of excess right-of-way costs between the parcels owned by FCB and the City of Lodi, since development is responsible for the constructing one-half of fronting roadway improvements. In order for FCB to construct any subdivision within the City, it would require they secure the land or pay a fee toward the land cost. 4) Staff supports the basin land allocation because the land costs allocated are consistent with the storm drain runoff volumes contributed by FCB controlled properties. FCB must either contribute its allocated costs toward the master planned storm drain facilities, or pay storm drain impact fees, in accordance with the City's impact fee program. However, Staff could support a $61,332 credit to FCB for land value necessary to fully construct the basin. 5) Staff supports the sewer allocation costs because the primary beneficiary of the IW pipeline and domestic outfall sewer pipeline realignments is FCB and the IW easement moved to LSC property K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619.doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 10 has real value that should be reimbursed. With respect to allocations, Staff is not aware of a more reasonable allocation methodology available, other than to distribute the costs based on the land area distribution of the existing easement that diagonally traverses the parcels controlled by either FCB or Elliot. This is the methodology used in the Engineer's Report and it is acceptable to Elliot. 6) Staff supports all of the Engineering and Administration and plan check and inspection fees being applied to the construction costs, which includes the "general conditions" and "fees and insurance" and it is allowed by the LMC. This methodology was supported by previous reimbursement agreements but in an effort to acknowledge one of FCB's contended costs, and to facilitate some movement toward a resolution, Staff requested Applicants remove the "fees and insurance" element from the fee calculation. This reduced the total FCB allocation by $13,984. Staff supports the conclusion identified in the peer review performed by CSG Consultants, Inc. with the exception of its right-of-way allocation methodology for Westgate Drive that would benefit LSC. SNG Associates, Inc. has revised the Engineer's Report to correct the math error in the fee calculation discovered by Staff prior to the November 7, 2018 public hearing; the change order amount that was overstated on the basin pump station, and the addition of the survey costs. The total of these items resulted in a reduction of $29,137, or approximately 1/2 of one percent of the total reimbursement amount. Staff supports the conclusion identified in the CSG Consultants, Inc. review of the FCB Dispute Document (Exhibit Q). The FCB Dispute Document continues to emphasize FCB's narrow interpretation of "construction costs" allowed for reimbursement in LMC Section 17.62.050, and rearranges the allocations based on this interpretation. The CSG Consultants, Inc. analysis of the FCB Dispute Document supports and, once again, reinforces Staff's appropriate interpretation of LMC Section 17.62.050 and the allocation methodology utilized by SNG Associates, Inc. to prepare the Engineer's Report. The City interpreted total dollar amount being contested and is allocated to FCB is $744,834. Given this information, Council may be tempted to "split the difference" of the apparent contested amount. Any adjustments to the allocated amount in either direction must be supported by evidence in the record that the costs are or are not reimbursable. As noted in previous staff reports, reimbursement due to the potential threats of litigation that could involve the City, and due to the complexity of the Agreement, Staff recommended Applicants and FCB engage in binding arbitration. The binding arbitration process would have been conducted and evaluated by a non - biased, third -party professional with specific experience with reimbursement agreements. Applicants verbally agreed to enter into binding arbitration, with certain conditions, on October 10, 2018. On October 11, 2018, Staff asked FCB if it would also accept the binding arbitration process, and if so, to provide a dollar amount specific to the FCB allocations being challenged and the conditions necessary for them to agree to binding arbitration. As of the writing of this staff report, FCB has not provided the requested information, giving the impression that binding arbitration is not an acceptable option to FCB. The amount of work put forth by Staff on this matter has been monumental. I am very proud of our staff for their tireless effort on this item, considering the current workloads and severely reduced staffing levels in the Engineering Department. The entire focus was to seek an equitable solution and to avoid conflict before Council. City Staff assigned to work on the Reimbursement Agreement, and to assure it is prepared properly, have over 60 years of collective civil engineering experience, the majority with the City of Lodi. The third party engineers (SNG Associates, Inc.) have placed their engineering seal on the Engineer's Report. Furthermore, an independent professional engineer with over 35 years of experience evaluated the document and agreed with the SNG Associates, Inc. cost allocations within 1/2 of one percent. All engineering decisions are not black and white and most require some level of judgement to formulate an answer, which is the case with any reimbursement agreement. Council can be assured that, over the last 18 months, Staff has exercised exhaustive due diligence and used their professional experience and judgement to submit a sound document to this Council. K:\WP\DEV_.SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PI -1020619 doc 1/29/2019 Public Hearing to Consider Adopting Resolution Authorizing City Manager to Execute Reimbursement Agreement RA -18-01, for Public Improvements Constructed with Lodi Shopping Center February 6, 2019 Page 11 Pursuant to LMC Section 17.62.050.A.3, the reimbursable amount shall be recalculated annually to include an amount attributable to interest, using the Engineering News Record 20 Cities Construction Cost Index. Similar adjustments to the reimbursable costs will be made each January until payment is received. Since the Engineer's Report was completed in April 2018 and the delays did not substantially change the report, Staff recommends Council set the initial Engineering News -Record Index to the January 2018 value of 10889.17. In the event that the benefiting properties develop, the City will collect the appropriate amounts from the developers of the benefiting property, and reimburse Applicants. The reimbursement charges for benefiting properties shall be paid in full at the time of the first development on that property. The table below reflects the allocations assigned to the three stakeholders, as well as, other, smaller stakeholders within the boundary of RA -18-01. Stakeholders Allocation Acres Controlled BDC $1,917,149.59 32.76 Elliot $1,060,624.63 68.73 FCB $2,659,907.21 181.78 Others $533,966.24 20.63 TOTAL $6,171,647.67 303.90 In conformance with LMC Chapter 17.62, staff recommends authorizing City Manager to execute Reimbursement Agreement RA -18-01, for public improvements constructed with Lodi Shopping Center. FISCAL IMPACT: All costs to prepare and administer Reimbursement Agreement RA -18-01 are initially borne by Applicants. Applicants are reimbursed as the benefiting properties within the RA -18-01 boundary develop. FUNDING AVAILABLE: Not applicable. Charles E. Swimley, Jr. Public Works Director CES/LC/tdb Attachments cc: Senior Civil Engineer, Nathan Senior Engineering Technician, Wiman Public Works Management Analyst Brownian Development SNG & Associates Property Owners K:\WP\DEV_.SERV\Reimbursements\RA1801 Lodi Shopping Center\CC PH 020619.doc 1/29/2019 w /// HWY 12 Kettleman Lane (Hwy 12) ento Road 7 Villa Fiore S 8 •OVA II - ��r Centur BlSit vd. Centu Blvd. Legend 1-2 Basin Park Area of Benefit Applicant Parcel Afri AVJ 6 '74w opAr A 11110Mr /9)" 71113 Harney Lane Ln Parcel Numbers 1 058-03-009 2 058-03-010 3 BDC Lodi III LP 4 058-03-016 5 058-03-004 6 058-03-030 7 058-03-031 8 058-03-033 9 058-03-032 10 058-03-034 11 058-03-006 12 058-04-001 13 058-04-002 14 058-04-004 15 058-04-005 16 058-04-014 17 058-04-015 18 058-04-006 19 058-04-007 20 058-04-008 21 058-04-009 22 058-04-010 23 058-04-011 24 058-04-012 25 058-04-013 Lower Sacramento Road DeBenedetti Park ItH 11, ----- EXHIBIT A Lodi Shopping Center Reimbursement (RA1801) Area of Benefit Map EXHIBIT "B" SNG & Associates, Inc. DATE: January 4, 2019 TO: Lyman M. Chang, City Engineer Sean Nathan, Senior Civil Engineer FROM: Nanda Gottiparthy, P.E. Mike O'Connor, P.E SUBJECT: Lodi Shopping Center (Sunwest Villa Reimbursement Agreement ToOf Essr, h� MICHAEL G. O'CONNOR No. C58144 �yp 6/30I2020 (IVB. On June 19, 2017, Browman Development Company, Inc. (BDC), Developer of the Lodi Shopping Center (Sunwest Village) Development Project, submitted an application to the City of Lodi to initiate a reimbursement agreement and area of benefit for the installation of certain street, storm drain, and wastewater facilities that were installed with the Lodi Shopping Center (Sunwest Village) (Super Walmart and adjacent buildings) in accordance with the provisions of Lodi Municipal Code Section 17.62. Elliott Homes, Inc., Developer of the Villa Fiore Subdivision, and BDC entered into an agreement by which they agreed to reimburse each other for their fair share costs. Elliott Homes and BDC are joint applicants for the Reimbursement Agreement. As requested, SNG & Associates, Inc. (SNG) has reviewed the Engineering Calculations, Itemized record of cost for the improvements, and other supporting documentation submitted to the City by the Developer. The following report contains our findings for allocation of the reimbursable costs to the benefitting parcels. BACKGROUND Lodi Shopping Center (Sunwest Village) is a 340,000 -square foot retail center anchored by a 207,000 -square foot Walmart Supercenter that is located at the southwest corner of Kettleman Lane (State Highway 12) and Lower Sacramento Road. The Lodi Shopping Center Development Project constructed certain offsite public infrastructure improvements needed to serve the shopping center and other neighboring parcels; these improvements included street facilities for the portion of Westgate Drive located south of Kettleman Lane to the Shopping Center south property line, a portion of the Industrial Wastewater and Domestic Trunk Sewer interceptor that was rerouted through the shopping center parcel, and master plan storm drain facilities including a 6.33 -acre Detention Basin, the associated storm drain collection system that discharges to this basin, and a Master plan Pump Station that pumps outflows from the I-1, I-2, and I-3 watershed areas to other program facilities in Century Blvd. The Area of Benefit and benefitting parcels for frontage roadway improvements on Westgate Drive are shown on Figure 1A. The Area of Benefit and benefitting parcels for the sewer improvements are shown on Figure 2. The Area of Benefit and benefitting parcels for storm drainage improvements are shown on Figure 3. AREA O1 F J BENEFIT Lodi Shopping Center (Sunwest Village) Reimbursement Agreement FIGURE lA WESTGATE DRIVE FRONTAGE IMPROVEMENTS AREA OF BENEFIT EXHIBIT "B" January 4, 2019 Page 2 LEGEND Parcel Numbers 1. 058-03-009 2. 058-03-010 3. BDC Lodi 111 LP Parcels 058-03-012, and 058-03-019 to -029 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 3 mar ►� +tet )Wir fa "NIL WESTGATE DRIVE 0 —. +r• AlUirrealr%tit, Parcel Numbers Frontage Percentage of Frontage 1. 058-03-009 850 LF 34% 2. 058-03-010 400 LF 16% 3. BDC Lodi 111 LP 1,250 LF 50% 2,500 LF 100% FIGURE 1B WESTGATE DRIVE FRONTAGE IMPROVEMENTS Tract 3940 TM Utilities Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 4 1. WESTGATE DRIVE REIMBURSEMENT COSTS The Developer of Lodi Shopping Center (Sunwest Village) constructed street improvements within the right-of-way of Westgate Drive, south of Kettleman Lane (State Highway Route 12). As shown on Figure 1B, these street improvements serve the Lodi Shopping Center (Sunwest Village) and also serve the Gateway North Tentative Subdivision Map (Tract No. 3940) future development parcel (APN 058-030-09) and the City of Lodi parcel (APN 058-030-10) that front along Westgate Drive. The street facilities installed with Lodi Shopping Center (Sunwest Village) Improvement Plans included installation of curb, gutter and sidewalk; installation of a median island, potable and non - potable water lines, street lights, joint trench utilities, pavement delineation striping and traffic signs, and traffic signal modification (relocation of traffic signal at the intersection of Westgate Drive and Kettleman Lane). The costs of the street improvements are eligible for reimbursement; reimbursement costs are summarized in Table 1.1. Costs are allocated to the benefiting parcels based on proportional share of frontage improvements for each of the parcels along Westgate Drive. a. Clear and Grub cost and Rough Grade Cost excludes sidewalk and landscape area adjacent to shopping center parcels. b. Landscape planting cost of median islands only is allocated to fronting parcels. (Landscape planters adjacent to shopping center parcels is not included in reimbursement cost calculations.) c. Excess Right -of -Way on Westgate Drive: Developer dedicated approximately 1.64 ac.± of Right - of -Way for Westgate Drive with Parcel Map 23 PM 098. The Right -of -Way dedication area width varies from 50' of width near the south boundary line to 80' of width at the north end of the roadway at Kettleman Lane. 1) Near the south end of Westgate Dr., the Right -of -Way dedication width was 50', but the width of half of Westgate roadway cross section along the shopping center frontage is 40' for this portion of Westgate Dr. and therefore, 10' of excess right-of-way width is reimbursable to the Developer by Parcel 1. 2) Near the shopping center cross drive aisle intersection to Westgate Dr., the Right -of -Way dedication width varies from 50' to 67.5' of width at the Parcel 1/Parcel 2 property line; the half street right-of-way width for the shopping center frontage at this location is 43', and therefore the excess right-of-way width varies from 10' to 27.5'. 3) Near Kettleman Lane, along the frontage of Parcel 2, the Right -of -Way dedication width varies from 67.5' to 80', and the half street right-of-way width along the frontage of the shopping center varies from 43' to 51.5'. Therefore the excess right-of-way width varies from 27.5' to 33.5'. d. Traffic Signal modification cost is apportioned based on proportional parcel sizes. e. Per the terms of the contract between the Developer and the General Contractor, the contractor received compensation for the direct cost of supplying and installing the individual items of work for the Westgate Drive frontage improvements, and the contractor was also compensated for project overhead costs (General Conditions), Insurance, and a 6% Profit. f. Supporting documentation for cost data is shown in Appendix A, and proof of payment of all costs is shown in Appendix B. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement TABLE 1.1 - Westgate Drive Frontage Improvements EXHIBIT "B" January 4, 2019 Page 5 Parcel 1 [APN 058-030-09] Parcel 2 [APN 058-030-10] Parcel 3 BDC Lodi III, L.P. [APN 058-030-12 + APN 058-030-19 to -29] Total Item Description Unit Unit Cost Qty Total Qty Total Qty Total Qty Cost 1 Surveya LS $ 5,310.00 34% $ 1,805.40 16% $ 849.60 50% $ 2,655.00 100% $ 5,310.00 2 Grading b Mobilization LS $ 13,635.63 34% $ 4,636.11 16% $ 2,181.70 50% $ 6,817.81 100% $ 13,635.63 Clearing and Grubbing LS $ 3,500.00 27% $ 928.58 13% $ 446.68 61% $ 2,124.74 100% $ 3,500.00 Rough Grade LS $ 10,250.00 27% $ 2,719.40 13% $ 1,308.13 61% $ 6,222.47 100% $ 10,250.00 Pavement Subgrade SF $ 0.25 15,287 $ 3,821.73 8,012 $ 2,003.11 28,411 $ 7,102.67 51,710 $ 12,927.50 Concrete Subgrade SF $ 0.75 3,131 $ 2,347.88 1,630 $ 1,222.50 4,636 $ 3,476.63 9,396 $ 7,047.00 Backfill Planters LS $ 3,750.00 50% $ 1,875.00 0% $ - 50% $ 1,875.00 100% $ 3,750.00 Soil Stabilization e LS $ 27,278.19 30% $ 8,064.18 15% $ 4,226.74 55% $ 14,987.27 100% $ 27,278.19 3 Storm Drain d 12" Storm Drain - SDR35 LF $ 32.75 52 $ 1,703.00 52 $ 1,703.00 104 $ 3,406.00 Curb Inlet -City of Lodi EA $ 1,840.00 2 $ 3,680.00 2 $ 3,680.00 4 $ 7,360.00 4 Water (Westgate Dr.) e 10" Water LF $ 28.75 410 $ 11,787.50 200 $ 5,750.00 610 $ 17,537.50 1,220 $ 35,075.00 10" Gate Valve EA $ 2,050.00 2.5 $ 5,125.00 1.0 $ 2,050.00 3.5 $ 7,175.00 7.0 $ 14,350.00 Fire Hydrant EA $ 3,950.00 1 $ 3,950.00 1.0 $ 3,950.00 2.0 $ 7,900.00 4.0 $ 15,800.00 8" Service EA $ 3,750.00 1 $ 3,750.00 - $ - 1.0 $ 3,750.00 2.0 $ 7,500.00 Connect to Exist. Water EA $ 2,800.00 25% $ 700.00 25% $ 700.00 50% $ 1,400.00 100% $ 2,800.00 10" Non -Potable Water LF $ 29.00 414 $12,006.00 186 $5,394.00 730 $21,170.00 1,330 $38,570.00 10" Non -Potable Water GV EA $ 2,050.00 1 $ 2,050.00 1.0 $ 2,050.00 2.0 $ 4,100.00 4.0 $ 8,200.00 Irrigation Crossover LS 6 21,000.00 50% $ 10,500.00 - $ - 50% $ 10,500.00 100% $ 21,000.00 Parcel 1 Parcel 2 Parcel 3 Total Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 6 [APN 058-030-09] [APN 058-030-10] BDC Lodi III, L.P. Item Description Unit Unit Cost Qty Total Qty Total Qty Total Qty P Cost 5 Concrete f 6" Curb & Gutter LF $ 17.25 833 $ 14,363.73 370 $ 6,386.99 1,134 $ 19,569.44 2,337 $ 40,320.15 6" Median Curb LF $ 13.75 711 $ 9,778.52 347 $ 4,771.25 1,063 $ 14,611.92 2,121 $ 29,161.69 Median Stamped Concrete SF $ 5.35 $ 694 $ 3,712.90 694 $ 3,712.04 1,388 $ 7,424.94 6 .0 Paving g 4.5" AC/16" AB SF $ 5.60 15,287 $ 85,606.64 8,012 $ 44,869.64 28,411 $ 159,099.74 51,710 $ 289,576.02 Traffic Control LS $ 7,197.75 34% $ 2,447.24 16% $ 1,151.64 50% $ 3,598.88 100% $ 7,197.75 7 Signing & Striping h LS $ 14,313.47 34% $ 4,866.58 16% $ 2,290.16 50% $ 7,156.74 100% $ 14,313.47 8 Landscaping' LS $ 21,894.76 50% $ 10,947.38 0% 50% $ 10,947.38 100% $ 21,894.76 9 Street Lights LS $ 52,200.00 34% $ 17,748.00 16% $ 8,352.00 50% $ 26,100.00 100% $ 52,200.00 10 Joint Trench (Westgate Dr.) k LF $ 92.63 409 $ 37,884.73 200 $ 18,525.54 608 $ 56,317.65 1,217 $ 112,727.93 Joint Trench (Pcl 1, Pc12) LF $ 92.63 83 $ 7,688.10 376 $ 34,828.02 459 $ 42,516.12 11 Traffic Signal Modification' (Westgate Dr./Kettleman Ln) LS $ 63,400.00 47% $ 30,065.89 6% $ 3,675.62 47% $ 29,658.49 100% $ 63,400.00 12 Eleven Western Builders General Conditions Allocation m LS $52,248.00 34% $17,764.32 16% $8,359.68 50% $26,124.00 100% $ 52,248.00 Insurance (1.05%)n LS $14,143.79 34% $ 4,808.89 16% $ 2,263.01 50% $ 7,071.90 100% $ 14,143.79 Fee (6.0%)n LS $81,670.31 34% $ 27,767.90 16% $ 13,067.25 50% $ 40,835.15 100% $ 81,670.31 13 SJCOG Ag Mitigation Cost ° SF $ 0.29 22,401 $6,556.70 10,776 $3,154.02 51,257 $15,002.89 84,433 $24,713.61 14 Excess width Street Construction R/W p SF $ 4.69 10,275 $48,189.75 9,896 $46,441.93 20,171 $94,631.68 Construction Total $407,934.14 $233,982.10 $542,108.79 $1,184,025.03 Notes a. b. c. d. e. f. g. h. See Appendix a: Surveyors Group, Inc. Schedule of Costs. i. See Appendix b: Knife River Construction Schedule of Costs. (Westgate Dr. Grading) j. See Appendix c: Construction Change Order # 43. (Westgate Dr. Soil Stabilization) k. See Appendix d: Knife River Construction Schedule of Costs. (Westgate Dr. Storm Drain) I. See Appendix e: Knife River Construction Schedule of Costs. (Westgate Dr. Water) m. See Appendix f: Knife River Construction Schedule of Costs. (Westgate Dr. Concrete) n. See Appendix g: Knife River Construction Schedule of Costs. (Westgate Dr. AC Pavement o. See Appendix h: Chrisp Company Schedule of Costs (Westgate Dr. Signing & Striping) p. See Appendix i: Parker Landscape Schedule of Costs. (Westgate Dr. Median Island Landscaping) See Appendix j: St. Francis Electric. Schedule of Costs. (Westgate Dr. Street Lights) See Appendix k: MCH Schedule of Costs. (Westgate Dr. Joint Trench) See Appendix I: St. Francis Electric, Inc. Schedule of Costs. (Westgate Dr. Traffic Signal Modification) Eleven Western Builders General Conditions Allocation obtained from Browman Development Co. Eleven Western Builders Insurance and Fee obtained from Browman Development Co. See Appendix o: SJCOG, Inc. Certificate of Payment CP -14-29 — Browman/Walmart Ag Mitigation. See Appendix p: Excess Right -of -Way calculations. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 7 2. SEWER REIMBURSABLE COSTS As part of the Westgate Drive Offsite Improvements, the Developers of Lodi Shopping Center installed a trunk sewer system to serve the Shopping Center project and adjacent future developments west of Westgate Drive. The Developer also relocated the domestic sewer outfall pipeline and the industrial wastewater pipeline across Shopping Center property between Lower Sacramento Road and Westgate Drive, which was beneficial to the Shopping Center and to the Gateway North Subdivision. Additionally, as shown on the plans titled "Lodi Shopping Center Offsite Storm Drain and Sanitary Sewer Improvement Plans", (Baumbach and Piazza, Inc.), the Lodi Shopping Center Developer extended the sewer lines in the Westgate Drive roadway right-of-way south of the Shopping Center project limits, benefitting both the Shopping Center Project and the Gateway North Tentative Map Subdivision. The Area of Benefit for Sewer Reimbursable costs is shown on Figure 2. 1. Sewer Segment 1, which is shown on the plans titled "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems", prepared by Pacland, Inc, consists of the portion of sewer installed in Westgate Drive between Kettleman Lane and the south project property line. 2. Sewer Segment 2, also shown on the "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems", consists of the 24" Domestic sewer pipeline and the 30" Industrial Wastewater line that was relocated in the south drive aisle across the shopping center parcel between Lower Sacramento Road and Westgate Drive. 3. Sewer Segment 3 is the portion of 30" Domestic sewer line installed in the Westgate Drive extension south of the shopping center property, as shown on the plans titled "Lodi Shopping Center Offsite Storm Drain and Sanitary Sewer Improvement Plans", (Baumbach and Piazza, Inc.). The summary of Sewer Reimbursable costs for each segment is shown on Table 2.1. Costs are allocated to each benefitting parcel in proportion to the sewer demand from each parcel, as shown on Tables 2.2a, 2.2b, and 2.2c. The distribution of these to the appropriate parcels within the Areas of Benefit for each segment of the sewer construction is summarized on Table 2.3. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Villa Fiore Subdivision Tract No. 3940 Tentative Subdivision Map Gateway North Sewer Segment 1 (21"/24"/30" SS) Sewer Segment 3 (Westgate Ph1 30" SS) Tract No. 3940 Tentative Subdivision Map Gateway North W]ESTGA Sewer Segment 2 24" SS Outfall + 30" IW Relocation (Westgate Ph1 30" SS) LOWER SACRAMENTO FIGURE 2 — DOMESTIC SEWER AND IW RELOCATION AREA OF BENEFIT EXHIBIT "B" January 4, 2019 Page 8 LEGEND LAREA OF J BENEFIT EX 48" SS EX30"IW • — — Relocated 24" SS Relocated 30" IW SS Segment 1 21"/24"/30" SS Parcel Numbers 1 058-03-009 2 058-03-010 3 BDC Lodi III LP 4 058-03-016 7 058-03-031 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Table 2.1 - SANITARY SEWER CONSTRUCTION COST EXHIBIT "B" January 4, 2019 Page 9 Quantity Cost Item Description Unit Unit Cost Segment 1 Westgate Dr. Qty Segment 2 Onsite IW& SS Qty Segment 3 Westgate Ph 1 Qty Total Segment 1 Westgate Dr. Cost Segment2 Onsite IW& SS Cost Segment 3 Westgate Ph 1 Cost Total 1 Surveya LS $ 1,170.00 1 $ 1,170.00 $ 1,170.00 2 30" Sewer Trunk line (SDR26 PS115) q LF $ 175.00 470 470 $ 82,250.00 $ 82,250.00 3 30" Industrial Waste Line (SDR26 PS 115) q LF $ 167.00 0 1358 1,358 $ 226,786.00 $ 226,786.00 4 24" Sewer Trunk line (SDR26 PS115) q LF $ 127.50 410 1320 1,730 $ 52,275.00 $ 168,300.00 $ 220,575.00 5 21" Sewer Trunk line (SDR26 PS115) q LF $ 117.50 412 412 $ 48,410.00 $ 48,410.00 6 48" Sewer Manhole q EA $ 3,875.00 5 5 10 $ 19,375.00 $ 19,375.00 $ 38,750.00 7 48" Industrial Waste Manhole q EA $ 3,425.00 0 5 5 $ 17,125.00 $ 17,125.00 8 8" SDR35 q LF $ 24.75 72 72 $ 1,782.00 $ 1,782.00 9 Connect to Existing- Lower Sac q EA $39,300.00 2 2 $ 78,600.00 $ 78,600.00 10 Connect to Existing- Westgate q EA $ 1,253.50 1 0 1 $ 1,253.50 $ 1,253.50 11 Trench Patch/Concrete Repair q LS $ 5,200.00 1 1 $ 5,200.00 $ 5,200.00 12 Easement Dedication r SF $ 3.50 18,000 18,000 $ 63,000.00 $ 63,000.00 13 Eleven Western Builders General Conditions Allocation m LS $19,990.49 1 $ 19 990.49 $ 19 990.49 ' Insurance (1.05%) n LS $ 5,411.55 1 $ 5,411.55 $ 5,411.55 Fee (6.0%) n LS $31,247.85 1 $ 31,247.85 $ 31,247.85 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 10 Construction Subtotal: $206,515.50 $ 635,035.90 $ 318,609.23 $ 1,160,160.62 Quantity Cost Unit Item Description Unit Cost Segment 1 Westgate Dr. Qty Segment 2 Onsite IW& SS Qty Segment 3 Westgate (Ph 1) Qty Total Segment 1 Westgate Dr. Cost Segment 2 Onsite IW& SS Cost Segment 3 Westgate (Ph 1) Cost Total Westgate Utilities (Phase 1) ** 14 Basin & Westgate Utilities General Conditions LS $ 179 209.00 25% 25% $(192,410.14) $(60,352.69) $ 44,802.25 $ 44,802.25 15 SWPPP - Install & MaintainBMP's LS $49,577.00 25% 25% $12,394.25 $12,394.25 SWPPP -Allowance (basin & utility work only) LS $ 5,000.00 25% 25% $1,250.00 $1,250.00 16 Dust Control LS $ 5,300.00 25% 25% $1,325.00 $1,325.00 17 Utilities - Sewer LS $206,680.00 1 $206,680.00 $ 206,680.00 Utilities- Sewer Bypass LS $ 31,000.00 1 $ 31,000.00 $ 31,000.00 18 Eleven Western Builders Insurance (1.05%) " LS $ 3,123.24 1 $ 3,123.24 $ 3,123.24 Fee (6.0%) " LS $ 18,034.48 1 $ 18,034.48 $ 18,034.48 Construction Subtotal: $206,515.50 $ 635,035.90 $ 318,609.23 $ 1,160,160.62 Construction Total: $206,515.50 $442,625.76 $258,256.53 $ 907,397.79 * Quantities from "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems", prepared by Pacland, Inc ** Quantities from "Lodi Shopping Center - Offsite Storm Drain and Sanitary Sewer Improvement Plans", prepared by Baumbach and Piazza, Inc. *** There was a total of 1320 LF of 24 -in Domestic Sewer pipe and 1358 LF of 30 -in Industrial Wastewater line relocated in Segment 2 and 840 LF of 30 -in Domestic Sewer pipe installed in Segment 3. The Developer received $252, 763 from the City for pipe material cost: this reimbursement is split 76% to Segment 2 and 24% to Segment 3 Notes a. See Appendix a: Surveyors Group, Inc. Schedule of Costs. m. Eleven Western Builders General Conditions Allocation obtained from BDC n. Eleven Western Builders Insurance and Fee obtained from Browman Development Co. q. See Appendix q: Knife River Construction Schedule of Costs. (Westgate Dr. Sewer) r. Sewer Easement Dedication appraisal prepared by Commercial West, Inc. s. See Appendix s: Eleven Western Builders Construction Schedule of Costs. (Basin & Offsite Utilities) City Reimbursement for 19 IW&SS Relocation pipe material cost *** 6 (252,762.83) $(192,410.14) $(60,352.69) $ (252,762.83) Construction Total: $206,515.50 $442,625.76 $258,256.53 $ 907,397.79 * Quantities from "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems", prepared by Pacland, Inc ** Quantities from "Lodi Shopping Center - Offsite Storm Drain and Sanitary Sewer Improvement Plans", prepared by Baumbach and Piazza, Inc. *** There was a total of 1320 LF of 24 -in Domestic Sewer pipe and 1358 LF of 30 -in Industrial Wastewater line relocated in Segment 2 and 840 LF of 30 -in Domestic Sewer pipe installed in Segment 3. The Developer received $252, 763 from the City for pipe material cost: this reimbursement is split 76% to Segment 2 and 24% to Segment 3 Notes a. See Appendix a: Surveyors Group, Inc. Schedule of Costs. m. Eleven Western Builders General Conditions Allocation obtained from BDC n. Eleven Western Builders Insurance and Fee obtained from Browman Development Co. q. See Appendix q: Knife River Construction Schedule of Costs. (Westgate Dr. Sewer) r. Sewer Easement Dedication appraisal prepared by Commercial West, Inc. s. See Appendix s: Eleven Western Builders Construction Schedule of Costs. (Basin & Offsite Utilities) Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 11 2.2 Allocation of Reimbursement Costs in Sewer Segment 1, 2, & 3 Areas of Benefit A. Sewer Segment 1: As shown as shown on the "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems", prepared by Pacland, Inc., Segment 1 sewer line was installed with the Westgate Drive frontage improvements. This segment of the trunk sewer installation benefits Tract 3940 Gateway North - Van Ruiten Ranch Subdivision (Parcel 1), the City of Lodi parcel (Parcel 2), and a portion of the Lodi Shopping Center parcels (Parcel 3). Costs for this portion of the trunk sewer are allocated to Parcels 1, 2, & 3 in proportion to their respective WW demand, shown on Table 2.1a, below. TABLE 2.2a - SEGMENT No. 1 SANITARY SEWER FLOW Site No. APN/Address Parcel Acreage No. of Lots (Tentative) Land Use Zoning * Land Use Acreage Wastewater Generation Factor * (gpd/acre) Total Sewer Demand (MGD) Segment 1 Percentage 1 058-03-009 33.21 HDR 9.5 3500 0.03325 56% 107 LDR 23.71 1197 0.02838 SUBTOTAL: 33.21 0.06163 2 058-03-010 4.07 P/QP 4.07 70 gpd 0.00007 0.06% 3 BDC Lodi III 058-03-019 1.38 Commercial 1.38 2000 0.00276 058-03-020 1.57 Commercial 1.57 2000 0.00314 058-03-021 0.93 Commercial 0.93 2000 0.00186 058-03-022 1.56 Commercial 1.56 2000 0.00312 Wal-Mart 058-03-012 18.29 Commercial 18.29 2000 0.03658 23.73 SUBTOTAL: 23.73 0.04746 43% Land use zoning and unit flow wastewater generation rate (cfs/acre) per Section 2.5.1 and Table 3 of the City of Lodi Wastewater Master Plan (June 2012). B. Sewer Segment 2: Segment 2 is the relocated portion of the 24" Sewer outfall and 30" Industrial Wastewater pipeline that was relocated to the Sewer Easement dedicated within the south portion of the Lodi Shopping Center (as shown on the "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems"). The original 48" Domestic Sewer and 30" Industrial Wastewater pipelines previously crossed through a portion of Tract 3940 Gateway North and a portion of Villa Fiore Subdivision parcel (Parcels 4 & 7 on Fig. 2). 1. Parcels 4 & 7 directly benefited from the relocation of the original alignment of the 48" Domestic Sewer and 30" Industrial Wastewater pipelines because more usable area in these parcels was available for development when the original pipelines were relocated to the Lodi Shopping Center parcel, so the net cost of the relocation of these sewer pipelines is allocated to these parcels in proportion to the area encumbered by the original sewer easement, summarized below on Table 2.1b. 2. The onsite sewer lines for seven of the parcels in the Lodi Shopping Center discharge to the relocated 24" Sewer line. However, these parcels could have been served by an 8" SEGMENT 1 SUBTOTAL 61.01 61.01 0.10916 100% Land use zoning and unit flow wastewater generation rate (cfs/acre) per Section 2.5.1 and Table 3 of the City of Lodi Wastewater Master Plan (June 2012). B. Sewer Segment 2: Segment 2 is the relocated portion of the 24" Sewer outfall and 30" Industrial Wastewater pipeline that was relocated to the Sewer Easement dedicated within the south portion of the Lodi Shopping Center (as shown on the "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems"). The original 48" Domestic Sewer and 30" Industrial Wastewater pipelines previously crossed through a portion of Tract 3940 Gateway North and a portion of Villa Fiore Subdivision parcel (Parcels 4 & 7 on Fig. 2). 1. Parcels 4 & 7 directly benefited from the relocation of the original alignment of the 48" Domestic Sewer and 30" Industrial Wastewater pipelines because more usable area in these parcels was available for development when the original pipelines were relocated to the Lodi Shopping Center parcel, so the net cost of the relocation of these sewer pipelines is allocated to these parcels in proportion to the area encumbered by the original sewer easement, summarized below on Table 2.1b. 2. The onsite sewer lines for seven of the parcels in the Lodi Shopping Center discharge to the relocated 24" Sewer line. However, these parcels could have been served by an 8" Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 12 sewer line if the 24" Domestic Sewer line had not been relocated to the Shopping Center property. Therefore, the Shopping Center parcels' share of reimbursement costs is the equivalent cost of 1200 LF of 8" sewer pipe and three sewer manholes. As shown on Table 2.1, the cost for 8" sewer pipe on this project was $24.75/LF, and the cost for onsite sewer manholes was $3,875 per manhole. The General Conditions cost for onsite improvements (excluding Walmart Store site) was $88,614; the projected cost for the onsite sewer system would have represented approximately 1.8% of the total onsite constructions costs, so 1.8% of General Conditions, or $1,600 is the inputed cost. The Insurance and Profit Fee charged by the General Contractor for this work would have been 7.05% of the total construction cost + General Conditions, or $3,050. Therefore, the Shopping Center parcel's responsibility for Sewer Segment 2 is $45,975. Description Unit Unit Cost Segment 2 Onsite IW& SS Qty Segment 2 Onsite IW& SS Cost 8" SDR35 q LF $ 24.75 1,200 $ 29,700.00 48" Sewer Manhole q EA $ 3,875.00 3 11,625.00 General Conditions, SWPPP, Dust Control LS 1,600.00 5,200 1,600.00 Eleven Western Builders 73.09 64.06 1,520 Insurance (1.05%) " LS 450.00 450.00 Profit Fee (6%) LS 2,600.00 2,600.00 $45,975.00 This imputed cost represents 10.39% of the Total Cost for Sewer Segment 2. The remaining cost ("net cost") is allocated to Parcels 4 and 7 in proportion to the relative area of the parcels encumbered by the original sewer easement: Site No. APN/Address Parcel Acreage Length of SS Pipeline Crossing Parcel Area of SS Easement crossing Parcel 3 Easement Area Percentages 4 058-03-016 22.02 1,260 25,200 22.02 82.9% 7 058-03-031 42.04 260 5,200 15.33% 17.1% 73.09 64.06 1,520 30,400 100% A summary of the distribution of Segment 2 Sewer costs is shown on Table 2.1b below. TABLE 2.2b — SEGMENT No. 2 SEWER EASEMENT AREA Site No. APN/Address Parcel Acreage Segment 2 Percentage 3 BDC Lodi III (058-03-023 - 058-03-029) 9.03 10.39% 4 058-03-016 22.02 74.28% 7 058-03-031 42.04 15.33% 73.09 100% Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 13 C. Sewer Segment 3: Segment 3 sewer line was installed with the "Lodi Shopping Center - Offsite Storm Drain and Sanitary Sewer Improvement Plans", (Baumbach and Piazza), noted as Sewer Segment 3 on Fig. 2. This segment of the trunk Sewer line benefits the Gateway North Subdivisions (Parcel 1 and Parcel 4 on Fig. 2), the City of Lodi parcel (Parcel 2) and the Lodi Shopping Center parcels (Parcel 3 on Fig. 2). The Villa Fiore Subdivision (Parcels 5, 6, and 7 on Figure 2) sewer does not connect to this sewer line in Westgate Drive, and therefore, these parcels are not included in the Area of Benefit for SS Segment 3. Costs for this portion of the trunk sewer are allocated to Parcels 1, 2, 3, and 4 in proportion to their respective WW demand, shown on Table 2.1c, below. TABLE 2.2c - SEGMENT No. 3 SANITARY SEWER FLOW Site No. APN/Address Parcel Acreage No. of Lots (Tentative) Land Use Zoning * Land Use Acreage Wastewater Generation Factor * (gpd/acre) Total Sewer Demand (MGD) Segment 3 Percentage 1 058-03-009 33.21 HDR 9.5 3500 0.03325 40% 107 LDR 23.71 1197 0.02838 SUBTOTAL: 33.21 0.06163 2 058-03-010 4.07 P/QP 4.07 70 gpd 0.00007 0.05% 3 BDC Lodi III 058-03-019 1.38 Commercial 1.38 2000 0.00276 058-03-020 1.57 Commercial 1.57 2000 0.00314 058-03-021 0.93 Commercial 0.93 2000 0.00186 058-03-022 1.56 Commercial 1.56 2000 0.00312 Wal-Mart 058-03-012 18.29 Commercial 18.29 2000 0.03658 BDC Lodi III 058-03-023 1.00 Commercial 1.00 2000 0.00200 058-03-024 1.22 Commercial 1.22 2000 0.00244 058-03-025 1.09 Commercial 1.09 2000 0.00218 058-03-026 0.64 Commercial 0.64 2000 0.00128 058-03-027 1.45 Commercial 1.45 2000 0.00290 058-03-028 1.20 Commercial 1.20 2000 0.00240 058-03-029 2.43 Commercial 2.43 2000 0.00486 32.76 SUBTOTAL: 32.76 0.06552 43% 4 058-03-016 22.02 98 LDR 22.02 1197 0.02636 17% HDR ** 3.7 Land use zoning and unit flow wastewater generation rate (cfs/acre) per Section 2.5.1 and Table 3 of the City of Lodi Wastewater Master Plan (June 2012). ** HDR portion of Parcel 4 discharges to trunk sewer line in Century Blvd, and therefore wastewater generated from this portion is not included on Table 2.2c SEGMENT 3 SUBTOTAL 92.06 92.06 0.15358 100% Land use zoning and unit flow wastewater generation rate (cfs/acre) per Section 2.5.1 and Table 3 of the City of Lodi Wastewater Master Plan (June 2012). ** HDR portion of Parcel 4 discharges to trunk sewer line in Century Blvd, and therefore wastewater generated from this portion is not included on Table 2.2c Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Table 2.3- SANITARY SEWER REIMBURSEMENT COST EXHIBIT "B" January 4, 2019 Page 14 Site No. APN/Address Parcel Acreage WW flow Proportionate Share of Segment 1 (Westgate Dr.) Proportionate Share of Segment 2 (Onsite IW& SS) Proportionate Share of Segment 3 (Westgate Dr.) Segment 1 (Westgate Dr.) Cost Segment 2 (Onsite IW& SS) Cost Segment 3 (Westgate Dr.) Cost Total 1 058-03-009 33.21 0.0616 56.5% 40.1% $116,596.08 $103,637.83 $ 220,233.91 2 058-03-010 4.07 0.00007 0.06% 0.05% $132.43 $117.71 $ 250.14 058-03-019 1.38 058-03-020 1.57 058-03-021 0.93 058-03-022 1.56 058-03-023 1.00 058-03-024 1.22 3 058-03-025 1.09 058-03-026 0.64 058-03-027 1.45 058-03-028 1.20 058-03-029 2.43 058-03-012 18.29 BDC Lodi III 32.76 0.0655 43.5% 10.39% 42.7% $ 89,786.99 $45,975.00 $110,177.75 $ 245,939.74 (058-03-012, -019 to -029) 4 058-03-016 22.02 0.0264 74.28% 17.2% $328,802.60 $44,323.24 $373,125.84 7 058-03-031 42.04 0.000 15.33% 0% $67,848.16 $67,848.16 0.15358 100.00% 100.00% 100.00% $ 206,515.50 $442,625.76 $258,256.53 $907,397.79 4 4 4 Table 2.2a Table 2.2b Table 2.2c Lodi Shopping Center (Sunwest Village) Reimbursement Agreement 3. STORM DRAIN REIMBURSABLE COSTS EXHIBIT "B" January 4, 2019 Page 15 As shown on "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems", the Developer of Lodi Shopping Center installed an Offsite Storm Drain Line within the right-of-way of Westgate Drive that serves the Shopping Center and also benefits the City of Lodi Substation parcel and the Tract 3940 Gateway North Tentative Subdivision Map parcel (Parcels 1 and 2 on Figure 3). The Developer also extended a Storm Drain outfall to a Master Plan Detention Basin that serves Lodi Storm Drain Master Plan Basin I-1 and I-2 watershed boundaries. This infrastructure benefits the Tract 3940 Gateway North Subdivision (Parcel 1), the City of Lodi parcel (Parcel 2), the Lodi Shopping Center parcels (Parcel 3), the Tract 3040 Gateway North subdivision and Villa Fiore (Van Ruiten Ranch) Subdivision parcels located south of the Lodi Shopping Center (Parcels 4, 5, 6, 7, 8, 9, and 11). Storm Drain construction and Basin Excavation for SD Segment 2 was part of the Phasel Offsite Improvements Project, which also included offsite sewer installation in Westgate Dr. extension right-of-way. The cost for General Conditions, SWPPP BMP's, and Dust Control shown on the construction costs schedule is for the overall project. Since Storm Drain and Basin Excavation construction cost was 75% of the total Phase 1 Utilities and Basin costs, 75% of the General Conditions, SWPPP, and Dust Control cost is apportioned to the SD Reimbursement Cost calculations. The project also constructed the Pump Station and Master Plan Storm Drain Outfall pipe that benefits all of the parcels located within the Basin I-1, I-2, and I-3 Watershed boundaries, that is, all of Tract 3940 Gateway North Subdivision, the shopping center parcels, the Villa Fiore (Van Ruiten Ranch) Subdivision parcels, and the Tract 3941 Gateway South Tentative Map parcels. The SD Areas of Benefit is shown on Figure 3. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Villa Fiore Subdivision Tract No. 3940 Tentative Subdivision Map Gateway N o'th SD Segment 2 SD Segment 1 Tract No. 3940 Tentative Subdivision Map Gateway North (058-03-012) Tract No. 3941 Tentative Subdivision Map Gateway South PS + SD Outfall Connection FIGURE 3 — STORM DRAIN, BASIN, AND PUMP STATION AREA OF BENEFIT EXHIBIT "B" January 4, 2019 Page 16 Parcel Numbers 1 058-03-009 2 058-03-010 3 BDC Lodi 111 LP 4 058-03-016 5 058-03-004 6 058-03-030 7 058-03-031 8 058-03-033 9 058-03-032 10 058-03-034 11 058-03-006 12 058-04-001 13 058-04-002 14 058-04-004 15 055-04-005 16 058-04-014 17 058-04-015 18 055-04-006 19 058-04-007 20 058-134-008 21 056-04-009 22 058-04-010 23 058-134-011 24 058-04-012 25 058-04-013 (I1/I2 Det Basin) LEGEND AREA OF BENEFIT SD Segment 1 SD Segment 2 Basin Pump Station & Century Blvd. connection Lodi Shopping Center (Sunwest Village) Reimbursement Agreement A. Stormwater Run-off Generation Rate: EXHIBIT "B" January 4, 2019 Page 17 The Storm Drainage improvements reimbursement costs for each segment of the storm drainage facilities are allocated to the benefitting parcels in proportion to the respective run- off generation rates for each parcel. The Run-off generation rate for each parcel is based on the parcel size, the parcel land use designation, and the Coefficient of Run-off factor C, taken from the City of Lodi Storm Drain Master Plan Design Standards. Table 2: Storm Drainage System Design Standards Land Use, Surface Tvpe Coefficient of Runoff, C Time of Concentration, Tc (min.) Parks 0.2 30 Residential (low density=) 0.4 25 Apartments 0.5 20 Schools and Churches 0.5 20 C'outuierc ia1 0.7 10 Industrial 0.75 10 Pavement 0.95 Roof 0_8 Compacted earth (no gravel) 0.75 LawNIi and Open Area 0.2 Section 3.2 "Desinr Flow" from 1991 Desigi Standards Stormwater Run-off generation rates for each parcel in the Storm Drain Area of Benefit are summarized below on Table 3.1. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement TABLE 3.1- STORMWATER RUN-OFF EXHIBIT "B" January 4, 2019 Page 18 Site No. APN/Address Parcel Acreage Land Use Zoning Land Use Acreage C - FACTOR C x A 1 058-03-009 33.21 HDR 9.5 0.50 4.75 Park 1.95 0.20 0.39 LDR 21.76 0.40 8.70 Total 33.21 13.84 2 058-03-010 4.07 P/QP 4.07 0.50 2.04 3 058-03-019 1.38 Commercial 1.38 0.70 0.97 058-03-020 1.57 Commercial 1.57 0.70 1.10 058-03-021 0.93 Commercial 0.93 0.70 0.65 058-03-022 1.56 Commercial 1.56 0.70 1.09 058-03-023 1.00 Commercial 1.00 0.70 0.70 058-03-024 1.22 Commercial 1.22 0.70 0.85 058-03-025 1.09 Commercial 1.09 0.70 0.76 058-03-026 0.64 Commercial 0.64 0.70 0.45 058-03-027 1.45 Commercial 1.45 0.70 1.02 058-03-028 1.20 Commercial 1.20 0.70 0.84 058-03-029 2.43 Commercial 2.43 0.70 1.70 058-03-012 18.29 Commercial 18.29 0.70 12.80 Walmart + BDC Lodi III LP Total 32.76 22.93 4 058-03-016 22.02 LDR 19.27 0.40 7.71 HDR 2.75 0.50 1.38 Total 22.02 9.08 5 058-03-004 0.95 LDR 0.95 0.40 0.48 6 058-03-030 5.61 HDR 5.61 0.50 2.81 7 058-03-031 42.04 MDR 8.65 0.50 4.33 LDR 33.39 0.40 13.36 Total 42.04 17.45 8 058-03-033 15.22 LDR 15.22 0.40 6.09 9 058-03-032 5.14 Park 5.14 0.20 1.03 10 058-03-034 6.33 Basin 6.33 1.00 11 058-03-006 1.53 LDR 1.53 0.40 0.61 Subtotal 168.88 168.88 76.36 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement TABLE 3.1- STORMWATER RUN-OFF (Continued) EXHIBIT "B" January 4, 2019 Page 19 Site No. APN/Address Parcel Acreage Land Use Zoning Land Use Acreage C - FACTOR C x A 12 058-04-001 39.09 LDR 34.49 0.40 13.80 Basin 4.60 1.00 4.60 Total 39.09 18.40 13 058-04-002 39.07 LDR 32.57 0.40 13.03 Basin 3.25 1.00 3.25 Park 3.25 0.20 0.63 Total 39.07 16.93 14 058-04-004 14.28 LDR 14.28 0.40 5.71 15 058-04-005 5.41 LDR 5.41 0.40 2.16 16 058-04-014 26.75 LDR 25.35 0.40 10.14 Park 1.40 0.20 0.65 Total 26.75 10.42 17 058-04-015 2.40 LDR 2.40 0.40 0.96 18 058-04-006 1.00 LDR 1.00 0.40 0.40 19 058-04-007 1.00 LDR 1.00 0.40 0.40 20 058-04-008 1.00 LDR 1.00 0.40 0.40 21 058-04-009 1.00 LDR 1.00 0.40 0.40 22 058-04-010 1.00 LDR 1.00 0.40 0.40 23 058-04-011 1.00 LDR 1.00 0.40 0.40 24 058-04-012 1.00 LDR 1.00 0.40 0.40 25 058-04-013 1.00 LDR 1.00 0.40 0.40 Subtotal 168.88 168.88 57.78 Total 303.88 303.88 134.14 3.2- Segment 1 Storm Drain Construction Cost (Westgate Dr. Offsite Imp. Plans) As shown on the "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems" (Pacland, Inc., 12/17/2014), the Lodi Shopping Center (Sunwest Village) Developer installed a storm drain system with the frontage improvements for Westgate Drive to serve the Shopping Center project and adjacent future developments west of Westgate Drive (Parcels 1, 2, and 3 on Figure 3 and Table 3.1). Construction costs of this portion of the storm drainage system is summarized below on Table 3.2. Reimbursement responsibility for these costs are allocated to the benefitting parcels in proportion to their respective run-off generation rates. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 20 Table 3.2- Segment 1 SD (Westgate Drive - Offsite Improvement Plans) Item Description Unit WestgateDr. QTY Unit Cost Total Cost 1 Survey a LS 1 $1,170.00 $1,170.00 2 18" Storm Drain - RCP CL3 t LF 380 $ 34.05 $ 12,939.00 3 24" Storm Drain - RCP CL3 t LF 120 $ 42.25 $ 5,070.00 4 36" Storm Drain - RCP CL3 t LF 700 $ 76.75 $ 53,725.00 5 42" Storm Drain - RCP CL3 t LF 80 $ 101.00 $ 8,080.00 6 48" Storm Drain Manhole t EA 7 $ 2,250.00 $ 15,750.00 7 Contract Change Request #42 (SD reroute around ex. Water line Westgate Dr @ Kettleman Ln) LS 1 $ 10,994.36 $ 10,994.36 CONSTRUCTION SUBTOTAL $ 107,728.36 8 Eleven Western Builders (Insurance and Profit) Insurance (1.05%)n LS 1 $1,131.15 $1,131.15 Fee (6.00%)n LS 1 $6,531.57 $6,531.57 CONSTRUCTION TOTAL $115,391.08 Notes: n. Eleven Western Builders Insurance and Fee obtained from Browman Development Co. (General Conditions not applied on SD Reimbursement cost schedule because General Conditions for Westgate Drive Construction items of work is accounted for on Table 1.1). t. See Appendix t: Knife River Construction Schedule of Costs u. See Appendix u: Construction Change Request #42 Allocation of Segment 1 Storm Drain Construction Costs The Area of Benefit for Segment 1 Storm Drain improvements consists of Parcel 1 (Tract 3940 — Gateway North Subdivision TM), Parcel 2 (City of Lodi Future Substation parcel), and Parcel 3 (Lodi Shopping Center parcels). The distribution of the Segment 1 Storm Drain Construction costs are proportional to the run-off generation rates for the respective parcels. Therefore, the allocation of the total Segment 1 SD Construction Costs for these three parcels are as follows: Site No. APN/Address Land Use Acreage C x A Proportionate Share Total Cost 1 058-03-009 33.21 13.84 35.67% $41,160.34 2 058-03-010 4.07 2.04 5.24% $6,050.37 3 BDC Lodi III LP 32.76 22.93 59.09% $68,180.37 TOTALS: 70.04 42.09 100% $115,391.08 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 21 3.3- Segment 2 Storm Drain Construction Cost (Basin Excavation + Westgate Phl SD Extension) As shown on the "Lodi Shopping Center Offsite Storm Drainage and Sanitary Sewer Improvement Plans" (Baumbach & Piazza, Inc., 9/12/2014), the Lodi Shopping Center Project excavated the Lodi Master Plan Storm Drainage Detention Basin I-1/1-2 and installed the storm drain system in the planned right-of-way for the future Westgate Drive extension south of the Shopping Center property to the Master Plan Detention Basin. As Shown on Figure 3, these storm drainage improvements benefit all of the parcels within the Master Plan Basin I-1 and I-2 Watershed boundaries. (Parcels 1 through 11 on Figure 3 and Table 3.1). Construction costs for this portion of the storm drainage system is summarized below on Table 3.3. These costs are allocated to the benefitting parcels in proportional to their respective storm water run-off generation rates as shown on Table 3.1. Table 3.3- Basin Excavation & Westgate Phl SD Extension Item Description Unit Qty Unit Cost Total Cost 1 General Conditions s LS 75% $179,209.00 $ 134,406.75 2 SWPPP - Install & Maintain BMP's s LS 75% $49,577.00 $ 37,182.75 3 SWPPP - Allowance (basin & utility work only) s LS 75% $5,000.00 $ 3,750.00 4 Dust Control (basin & utility work only) s LS 75% $5,300.00 $ 3,975.00 5c Utilities -Storm Drain s LS 1 $ 369,360.00 $ 369,360.00 RCP Storm Drain pipe substitution LS 1 $ 41,098.20 $ 41,098.20 6 Demolition s (10 Acres Vine Demolition) LS 1 $ 90,000.00 $ 90,000.00 Additional Vine Removal ° LS 1 $ 29,018.00 $ 29,018.00 7 Grading s a Basin LS 1 $ 31,500.00 $ 31,500.00 b Importing and Stockpiling LS 1 $ 119,105.00 $ 119,105.00 c Stockpiling basin mat'l on Van Ruiten Property west of basin LS 1 $ 37,500.00 $ 37,500.00 d Gravel and fabric (Post Construction Road) LS 1 $ 66,188.00 $ 66,188.00 8 Other Offsite Scope a Chain Link Fence at Basin LS 1 $ 28,000.00 $ 28,000.00 b Handrail, Trash Rack Headwall (DWG 014DXX-08) LS 1 $ 50,544.00 S 50,544.00 c Maintain SWPPP s Offsite Stockpile area WK 1 $ 14,000.00 $ 14,000.00 d Remove and Replace Irr lines at new xing at Haul Road LS 1 $ 15,000.00 $ 15,000.00 CONSTRUCTION SUBTOTAL $ 1,070,627.70 Eleven Western Builders (Ins + Fee) 11 Insurance (1.05%)n LS 1 $ 11,241.59 $ 11,241.59 12 Fee (6.00%)n LS 1 $ 64,912.16 $ 64,912.16 SUBTOTAL $ 76,153.75 13 SJCOG Ag Mitigation ° SF 261,360 $ 0.29 $76,500.07 CONSTRUCTION TOTAL $1,223,281.52 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Land Cost EXHIBIT "B" January 4, 2019 Page 22 Item Description Unit Qty Unit Cost Total Cost 1 Basin Land Acquisition X Acre 4.90 $ 184,414.40 $ 903,630.56 Basin Excavation & Westgate Phi SD Extension TOTAL $2,126,912.08 Notes: n. Eleven Western Builders Insurance and Fee obtained from Browman Development Co. (General Conditions was not applied here because it is counted on EWB Schedule of Costs for Westgate Dr. Ph 1 Construction Schedule of Costs.) o. See Appendix o: SJCOG, Inc. Certificate of Payment CP -14-29 — Browman/Walmart Ag Mitigation. s. See Appendix s: Eleven Western Builders Construction Schedule of Costs (Basin Excavation & Westgate Utilities) v. See Appendix v: Construction Change Request #20 w. See Appendix w: Construction Change Request #23 x. Basin Cost per Van Ruiten - Bennett purchase agreement by Sunset Tartesso, LLC Allocation of SD Segment 2 Basin Excavation and SD Extension Costs The Area of Benefit for Segment 2 Storm Drain improvements consists of Parcel 1 (Tract 3940 — Gateway North Subdivision TM), Parcel 2 (City of Lodi Future Substation parcel), Parcel 3 (Lodi Shopping Center parcels), Parcel 4 (Tract 3940 Gateway North Subdivision), and Parcels 5, 6, 7, 8, 9, and 11 (Villa Fiore Van Ruiten Ranch Subdivision parcels). The distribution of the Segment 2 Storm Drain Construction costs are proportional to the run-off generation rates for the respective parcels. Therefore, the allocation of the total Segment 1 SD Construction Costs for these eleven parcels are as follows: Site No. APN/Address Land Use Acreage C x A Proportio nate Share Construction Cost Land Cost Total Cost 1 058-03-009 (Tract 3940) 33.21 13.84 18.13% $221,794.37 $163,838.14 $385,632.52 2 058-03-010 (Lodi) 4.07 2.04 2.67% $32,602.68 $24,083.40 $56,686.09 3 Walmart + BDC Lodi III LP 32.76 26.21 30.03% $367,392.99 $271,390.95 $638,783.94 4 058-03-016 (Tract 3940) 22.02 9.08 11.90% $145,518.51 $107,493.63 $253,012.15 5 058-03-004 0.95 0.48 0.62% $7,609.96 $5,621.43 $13,231.40 6 058-03-030 (Villa Fiore — Fut HDR) 5.61 2.81 3.67% $44,938.83 $33,196.04 $78,134.88 7 058-03-031 (Villa Fiore — Unit 1) 42.04 17.45 22.86% $279,614.07 $206,549.20 $486,163.27 8 058-03-033 (Villa Fiore) 15.22 6.09 7.97% $97,535.69 $72,049.02 $169,584.71 9 058-03-032 (Villa Fiore - Park) 5.14 1.03 1.35% $16,469.56 $12,165.96 $28,635.53 10 058-03-034 (I1/12 Det Basin) 6.33 11 058-03-006 1.53 0.61 0.80% $9,804.84 $7,242.77 $17,047.61 TOTALS: 168.31 79.63 100.00% $1,223,281.52 $903,630.56 $2,126,912.08 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 23 3.4- Basin Pump Station & Century Blvd Connection As shown on the "Lodi Shopping Center Offsite Storm Drainage Improvements Plans" (Baumbach & Piazza, Inc., Phase II 4/7/2015), the Lodi Shopping Center Developer installed the Master Plan Basin I1/I2 Drain Pump Station and Storm Drain Outfall connection to Century Blvd. These Improvements benefit all of the parcels in the Lodi Master Plan Storm Drainage Detention Basin I-1, I-2, and I-3 Watershed boundaries, that is, Parcels 1 through 25 as shown on Figure 3 and Table 3.1). Construction costs for this portion of the Storm Drainage system is summarized below on Table 3.4. Reimbursement responsibility for these costs are allocated to the benefitting parcels in proportion to their respective storm water run-off generation rates as shown on Table 3.1. Table 3.4- Basin Pump Station & Century Blvd Connection Item Description Unit QTY Unit Cost Total Cost 1 Sitework R LS 1 $77,625.00 $77,625.00 2 Storm Drain x LS 1 $839,098.00 $ 839,098.00 3 Electrical X LS 1 $16,170.00 $16,170.00 SUBTOTAL $932,893.00 Change Orders Item Description Unit QTY Unit Cost Total Cost 5 Conduits and Service requirements per Lodi Electric y LS 1 $ 33,488.66 $ 33,488.66 SUBTOTAL $ 33,488.66 Eleven Western Builders (General Conditions, Insurance, + Fee) Item Description Unit Quantity Unit Cost Total Cost 6 General Conditions m LS 1 $37,156.00 $37,156.00 Insurance (1.05%)n LS 1 $10,537.15 $10,537.15 Fee (6.00%)11 LS 1 $60,844.49 $60,844.49 SUBTOTAL $108,537.63 Basin Pump Station & Century Blvd Connection CONSTRUCTION TOTAL $1,074,919.29 Notes: m. Eleven Western Builders General Conditions for Basin Pump Station obtained from Browman Dev Co. n. Eleven Western Builders Insurance and Fee obtained from Browman Development Co. x. See Appendix x: Knife River Construction Schedule of Costs (Walmart Pump Station) y. See Appendix y Construction Change Request #62 -Additional Electrical cost for Pump Station Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 24 Allocation of Pump Station and Century Blvd. and SD Outfall Construction Costs Reimbursable Construction Costs of the Pump Station and Century Blvd. SD Outfall are allocated to the parcels within the Area of Benefit in proportion to each parcel's run-off generation, as shown on Table 3.1. The run-off generation rates (and allocation of the Pump Station and SD Outfall Construction Costs) for these twenty-five parcels are as follows: Site No. APN/Address Land Use Acreage C x A Proportionate Share Total Cost 1 058-03-009 (Tract 3940) 33.21 13.84 10.32% $110,941.83 2 058-03-010 (Lodi) 4.07 2.04 1.52% $16,307.90 3 Walmart + BDC Lodi III LP 32.76 26.21 17.10% $183,770.45 4 058-03-016 (Tract 3940) 22.02 9.08 6.77% $72,788.55 5 058-03-004 0.95 0.48 0.35% $3,806.51 6 058-03-030 (Villa Fiore - Fut HDR) 5.61 2.81 2.09% $22,478.46 7 058-03-031 (Villa Fiore - Unit 1) 42.04 17.45 13.01% $139,863.32 8 058-03-033 (Villa Fiore) 15.22 6.09 4.54% $48,787.48 9 058-03-032 (Villa Fiore - Park) 5.14 1.03 0.77% $8,238.10 10 058-03-034 (I1/I2 Det. Basin) 6.33 11 058-03-006 1.53 0.61 0.46% $4,904.39 12 058-04-001 39.09 18.40 13.71% $147,420.25 13 058-04-002 39.07 16.93 12.62% $135,656.12 14 058-04-004 14.28 5.71 4.26% $45,774.32 15 058-04-005 5.41 2.16 1.61% $17,341.67 16 058-04-014 26.75 10.42 7.77% $83,502.88 17 058-04-015 2.40 0.96 0.72% $7,693.16 18 058-04-006 1.00 0.40 0.30% $3,205.48 19 058-04-007 1.00 0.40 0.30% $3,205.48 20 058-04-008 1.00 0.40 0.30% $3,205.48 21 058-04-009 1.00 0.40 0.30% $3,205.48 22 058-04-010 1.00 0.40 0.30% $3,205.48 23 058-04-011 1.00 0.40 0.30% $3,205.48 24 058-04-012 1.00 0.40 0.30% $3,205.48 25 058-04-013 1.00 0.40 0.30% $3,205.48 TOTALS: 303.88 137.41 100% $1,074,919.29 Table 3.5- Total Storm Drain Reimbursement Costs The Total allocation of all reimbursement costs for all storm drainage improvements is summarized on Table 3.5. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Table 3.5- STORM DRAIN CONSTRUCTION COST EXHIBIT "B" January 4, 2019 Page 25 Site No. APN/Address Proportionate Share * Proportionate Share Total Westgate Dr. SD SD Ext. + Basin Exc. Pump Station SD Outfall Westgate Dr. SD SD Ext. + Basin Exc. Pump Station SD Outfall 1 058-03-009 35.67% 18.13% 10.32% $41,160.34 $385,632.52 $110,941.83 $537,734.69 2 058-03-010 5.24% 2.67% 1.52% $6,050.37 $56,686.09 $16,307.90 $79,044.36 3 BDC Lodi III LP 59.09% 30.03% 17.10% $68,180.37 $638,783.94 $183,770.45 $890,734.76 4 058-03-016 11.90% 6.77% $253,012.15 $72,788.55 $325,800.69 5 058-03-004 0.62% 0.35% $13,231.40 $3,806.51 $17,037.91 6 058-03-030 3.67% 2.09% $78,134.88 $22,478.46 $100,613.34 7 058-03-031 22.86% 13.01% $486,163.27 $139,863.32 $626,026.59 9 058-03-032 7.97% 4.54% $169,584.71 $48,787.48 $218,372.19 8 058-03-033 1.35% 0.77% $28,635.53 $8,238.10 $36,873.62 10 058-03-034 11 058-03-006 0.80% 0.46% $17,047.61 $4,904.39 $21,952.00 12 058-04-001 13.71% $147,420.25 $147,420.25 13 058-04-002 12.62% $135,656.12 $135,656.12 14 058-04-004 4.26% $45,774.32 $45,774.32 15 058-04-005 1.61% $17,341.67 $17,341.67 16 058-04-014 7.77% $83,502.88 $83,502.88 17 058-04-015 0.72% $7,693.16 $7,693.16 18 058-04-006 0.30% $3,205.48 $3,205.48 19 058-04-007 0.30% $3,205.48 $3,205.48 20 058-04-008 0.30% $3,205.48 $3,205.48 21 058-04-009 0.30% $3,205.48 $3,205.48 22 058-04-010 0.30% $3,205.48 $3,205.48 23 058-04-011 0.30% $3,205.48 $3,205.48 24 058-04-012 0.30% $3,205.48 $3,205.48 25 058-04-013 0.30% $3,205.48 $3,205.48 100% 100% 100% $115,391.08 $2,126,912.08 $1,074,919.29 $3,317,222.45 Notes: Proportionate share of Westgate Dr. SD is allocated to Parcels 1, 2, and 3 in proportion to respective Storm Run-off Generation Rates for Parcels 1, 2, & 3. Proportionate share of Westgate Phase 1 SD Utility Extension and Basin Excavation is allocated in proportion to Storm Run-off Generation Rates for Parcels 1-11. Proportionate share of Pump Station and SD Outfall is allocated in proportion to Storm Run-off Generation Rates for Parcels 1- 25. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 26 4. REIMBURSABLE COSTS SUMMARY Table 4.1 provides the summary of reimbursement for each parcel within the Area of Benefit. Table 4.2 provides a tabulation of the Reimbursement Application fee, Engineering and Administration Cost, City Plan Check Fees, and City Inspection Fees associated with Lodi Shopping Center Offsite Improvements Construction Project. The fair share division of these fees and design costs is then calculated based on the proportionate share of total construction cost attributed to each benefitting parcel. The Total Reimbursable Cost (Construction cost plus associated fees) is provided on Table 4.3 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Table 4.1- REIMBURSEMENT COST SUMMARY Site No. APN Acrea ge 1 058-03-009 33.21 2 058-03-010 4.07 $ 132.43 BDC $ 117.71 $ 250.14 Lodi III $ 45,975.00 3 • (058-03-012, 32.7, $ 328,802.60 058-03-019 to $ 373,125.84 $ 100,613.34 -029) $ 107,493.63 4 058-03-016 22.02 5 058-03-004 0.95 6 058-03-030 5.61 7 • 058-03-031 42.04 8 • 058-03-033 15.22 9 • 058-03-032 5.14 10 058-03-034 6.33 11 058-03-006 1.53 12 058-04-001 39.09 13 058-04-002 39.07 14 058-04-004 14.28 15 058-04-005 5.41 16 058-04-014 26.75 17 058-04-015 2.40 18 058-04-006 1.00 19 058-04-007 1.00 20 058-04-008 1.00 21 058-04-009 1.00 22 058-04-010 1.00 23 058-04-011 1.00 24 058-04-012 1.00 25 058-04-013 1.00 $ 7,693.16 Total: 303.88 Westgate Drive Frontage Improvements $407,934.14 $233,982.10 $ 542,108.79 $1,184,025.03 Sewer Segment 1 (Westgate Dr) Segment 2 (Onsite IW&SS) Segment 3 (Westgate IW&SS) Sewer Total $ 116,596.08 $ - $ 103,637.83 $ 220,233.91 $ 132.43 $ - $ 117.71 $ 250.14 $ 89,786.99 $ 45,975.00 $ 110,177.75 $ 245,939.74 $ 367,392.99 $ 328,802.60 $ 44,323.24 $ 373,125.84 $ 100,613.34 $ 145,518.51 $ 107,493.63 $ 72,788.55 $ 325,800.69 $ 72,049.02 $ 7,609.96 $ 5,621.43 $ 3,806.51 $ 67,848.16 $ - $ 67,848.16 $ 33,196.04 $ 22,478.46 $ 100,613.34 $ 21,952.00 $ 279,614.07 $ 206,549.20 $139,863.32 $ 626,026.59 $ - $ 97,535.69 $ 72,049.02 $ 48,787.48 $ 218,372.19 $ 17,341.67 $ 16,469.56 $ 12,165.96 $ 8,238.10 $ 36,873.62 $ 83,502.88 $ - $ - $ - $ - $ - $ 9,804.84 $ 7,242.77 $ 4,904.39 $ 21,952.00 $ 3,205.48 $ - $ - $ 147,420.25 $ 147,420.25 $ 3,205.48 $ - $ - $ 135,656.12 $ 135,656.12 $ - $ - $ - $ 45,774.32 $ 45,774.32 $ 3,205.48 $ - $ - $ 17,341.67 $ 17,341.67 $ 903,630.56 $ - $ - $ 83,502.88 $ 83,502.88 $ - $ - $ 7,693.16 $ 7,693.16 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ 206,515.50 $ 442,625.76 $ 258,256.53 $ 907,397.79 • Parcel 3, Parcels 7-8-9 are the Applicants for the Reimbursement Agreement. Storm Drain Segment 1 (Westgate Dr) Basin+ Ph 1 SD Const. Cost Basin Land Cost Pump Station &Century Blvd SD SD Total $ 41,160.34 $ 221,794.37 $ 163,838.14 $ 110,941.83 $ 537,734.69 $ 6,050.37 $ 32,602.68 $ 24,083.40 $ 16,307.90 $ 79,044.36 $ 68,180.37 $ 367,392.99 $ 271,390.95 $ 183,770.45 $ 890,734.76 $ 100,613.34 $ 145,518.51 $ 107,493.63 $ 72,788.55 $ 325,800.69 $ 72,049.02 $ 7,609.96 $ 5,621.43 $ 3,806.51 $ 17,037.91 $ - $ 44,938.83 $ 33,196.04 $ 22,478.46 $ 100,613.34 $ 21,952.00 $ 279,614.07 $ 206,549.20 $139,863.32 $ 626,026.59 $ - $ 97,535.69 $ 72,049.02 $ 48,787.48 $ 218,372.19 $ 17,341.67 $ 16,469.56 $ 12,165.96 $ 8,238.10 $ 36,873.62 $ 83,502.88 $ - $ - $ - $ - $ - $ 9,804.84 $ 7,242.77 $ 4,904.39 $ 21,952.00 $ 3,205.48 $ - $ - $ 147,420.25 $ 147,420.25 $ 3,205.48 $ - $ - $ 135,656.12 $ 135,656.12 $ - $ - $ - $ 45,774.32 $ 45,774.32 $ 3,205.48 $ - $ - $ 17,341.67 $ 17,341.67 $ 903,630.56 $ - $ - $ 83,502.88 $ 83,502.88 $ - $ - $ 7,693.16 $ 7,693.16 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ - $ - $ 3,205.48 $ 3,205.48 $ 115,391.08 $1,223,281.52 $ 903,630.56 $1,074,919.29 $3,317,222.45 EXHIBIT "C" January 4, 2019 Page 27 Reimbursement Total Reimbursement (Construction + Basin Land Costs) (Construction Costs) Basin Land Cost $ 1,002,064.60 $ 163,838.14 $ 1,165,902.75 $ 289,193.20 $ 24,083.40 $ 313,276.60 $ 1,407,392.34 $ 271,390.95 $ 1,678,783.29 $ 591,432.90 $ 107,493.63 $ 698,926.54 $ 11,416.48 $ 5,621.43 $ 17,037.91 $ 67,417.30 $ 33,196.04 $ 100,613.34 $ 487,325.55 $ 206,549.20 $ 693,874.75 $ 146,323.17 $ 72,049.02 $ 218,372.19 $ 24,707.66 $ 12,165.96 $ 36,873.62 $ - $ - $ - $ 14,709.23 $ 7,242.77 $ 21,952.00 $ 147,420.25 $ - $ 147,420.25 $ 135,656.12 $ - $ 135,656.12 $ 45,774.32 $ - $ 45,774.32 $ 17,341.67 $ - $ 17,341.67 $ 83,502.88 $ - $ 83,502.88 $ 7,693.16 $ - $ 7,693.16 $ 3,205.48 $ - $ 3,205.48 $ 3,205.48 $ - $ 3,205.48 $ 3,205.48 $ - $ 3,205.48 $ 3,205.48 $ - $ 3,205.48 $ 3,205.48 $ - $ 3,205.48 $ 3,205.48 $ - $ 3,205.48 $ 3,205.48 $ - $ 3,205.48 $ 3,205.48 $ - $ 3,205.48 $ 4,505,014.72 $ 903,630.56 $5,408,645.28 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 28 4.2- REIMBURSEMENT APPLICATION FEE, ENGINEERING DESIGN COST, PLAN CHECK FEE, AND INSPECTION FEE 1. As shown on Table 4.1, the Total Cost for all Reimbursable expenses for Westgate Drive Area of Benefit, for the Sewer Area of Benefit, and for the Storm Drainage Area of Benefit is $5,422,783.16. This is the basis for determining the 1% Reimbursement Application Fee. 2. Included in the $5.42M total are some expenditures and credits that are not related to Engineering and City Plan Check and Inspection Fees, and therefore, these expenses and credits are backed out of the Reimbursement cost total when calculating the Plan Check and Inspection Fee amounts. a. The Westgate Drive excess width Right -of -Way dedication cost of $94,631.68 b. The Sewer Easement Dedication cost of $63,000 c. The Domestic and Industrial Wastewater pipe material credit of $252,762.83 is added to total cost. d. The Basin land acquisition cost of $ 903,630.56 e. The SJCOG Ag Mitigation fee cost of $101,214 (for the Basin parcel and Westgate Drive) f. Eleven Western Builders' Profit Fee + Insurance of $309,845.88 (for Westgate Dr. Frontage Improvements, for Sewer, and for Storm Drain, Basin, & Pump Station) With these adjustments, the Total Reimbursement cost basis for determining the Engineering Design cost, the Plan Check Fees, and the Inspection Fess is $4,203,224.19 The Reimbursement Application fee, Engineering and Administration Cost, City Plan Check Fees, and City Inspection Fees associated with Lodi Shopping Center Offsite Improvements Project are tabulated below on Table 4.2. The fair share division of these fees and design costs are then calculated based on the proportionate share of total construction cost attributed to each benefitting parcel. These costs are summarized on Table 4.3. Table 4.2- REIMBURSEMENT APPLICATION FEE, ENGINEERING DESIGN COST, PLAN CHECK FEE, AND INSPECTION FEE Reimbursement Total (Table 4.1) $5,408,645.28 Adjustments: Westgate Dr. Excess R/W width dedication $ (94,631.68) Sewer Easement Dedication $ (63,000.00) City Reimbursement for Onsite IW&SS pipe material cost $ 252,762.83 Basin Land Acquisition $ (903,630.56) AG and Habitat Easement Costs $ (101,213.68) Eleven Western Builders Profit Fee + Insurance $ (308,829.33) Total Adjustments: $ 1,218,542.43 Net Reimbursement Total subject to Engr, Plan Check, & Insp. Fees $ 4,190,102.85 Reimbursement App Fee (1%) $ 54,086.45 Reimbursement Agreement report preparation $48,700.00 Engineering (10%) $ 419,010.29 City Plan Check Fees 5.0% of First $100,000.00 3.5% of Next $200,000.00 $ 109,252.57 2.5% of Amount Over $300,000.00 City Inspection Fees 4.0% of First $250,000.00 3.5% of Next $750,000.00 $ 131,953.09 3.0% over $1,000,000.00 Total Fees associated with Reimbursement Application $ 763,002.40 EXHIBIT "B" Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Table 4.3- TOTAL REIMBURSEMENT COST SUMMARY (Including fees) January 4, 2019 Page 29 Site No. APN Reimbursement Fees Total Reimbursement (Construction Costs + Fees) (Construction Costs) Basin Land Cost (Application Fee, Engineering, Plan Check Fee, Insp. Fee) 1 058-03-009 $ 1,002,064.60 $ 163,838.14 $ 169,717.02 $ 1,335,619.77 2 058-03-010 $ 289,193.20 $ 24,083.40 $ 48,979.89 $ 362,256.49 3 BDC Lodi III (058-03-012, 058- 03-019 to -029) $ 1,407,392.34 $ 271,390.95 $ 238,366.31 $ 1,917,149.59 4 058-03-016 $ 591,432.90 $ 107,493.63 $ 100,169.42 $ 799,095.96 5 058-03-004 $ 11,416.48 $ 5,621.43 $ 1,933.58 $ 18,971.49 6 058-03-030 $ 67,417.30 $ 33,196.04 $ 11,418.29 $ 112,031.63 7 058-03-031 $ 487,325.55 $ 206,549.20 $ 82,537.04 $ 776,411.78 8 058-03-033 $ 146,323.17 $ 72,049.02 $ 24,782.37 $ 243,154.56 9 058-03-032 $ 24,707.66 $ 12,165.96 $ 4,184.67 $ 41,058.29 10 058-03-034 $ - $ - $ - $ - 11 058-03-006 $ 14,709.23 $ 7,242.77 $ 2,491.26 $ 24,443.26 12 058-04-001 $ 147,420.25 $ 24,968.18 $ 172,388.43 13 058-04-002 $ 135,656.12 $ 22,975.72 $ 158,631.84 14 058-04-004 $ 45,774.32 $ 7,752.68 $ 53,527.00 15 058-04-005 $ 17,341.67 $ 2,937.11 $ 20,278.79 16 058-04-014 $ 83,502.88 $ 14,142.66 $ 97,645.54 17 058-04-015 $ 7,693.16 $ 1,302.97 $ 8,996.13 18 058-04-006 $ 3,205.48 $ 542.90 $ 3,748.39 19 058-04-007 $ 3,205.48 $ 542.90 $ 3,748.39 20 058-04-008 $ 3,205.48 $ 542.90 $ 3,748.39 21 058-04-009 $ 3,205.48 $ 542.90 $ 3,748.39 22 058-04-010 $ 3,205.48 $ 542.90 $ 3,748.39 23 058-04-011 $ 3,205.48 $ 542.90 $ 3,748.39 24 058-04-012 $ 3,205.48 $ 542.90 $ 3,748.39 25 058-04-013 $ 3,205.48 $ 542.90 $ 3,748.39 Total: $ 4,505,014.72 $ 903,630.56 $ 763,002.40 $ 6,171,647.67 Notes: Parcel 3 is Developer of Lodi Shopping Center and Co -Applicant of Reimbursement Agreement. Parcels 7, 8, and 9 are part of the Van Ruiten Ranch Subdivision and Villa Fiore Subdivision. Owner of these parcels is Elliott Homes, LLC, Co -Applicant with BDC of Reimbursement Agreement. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 30 APPENDIX Page Appendix A - Cost Data Back-up 1. Table 1.1 - Westgate Drive Frontage Improvements Cost Data a. Surveyors Group, Inc. Schedule of Costs 33 b. Knife River Construction Company Schedule of Costs 36 Wal-Mart Offsite — Westgate Dr. (Section A - Grading Cost Schedule) c. Eleven Western Builders Contract Change Order #43 37 Westgate Dr. Soil Stabilization d. Knife River Construction Company Schedule of Costs 39 Wal-Mart Offsite — Westgate Dr. (Section B — Westgate Dr. Storm Drain laterals, Curb inlets) e. Knife River Construction Company Schedule of Costs 40 Wal-Mart Offsite — Westgate Dr. (Section D — Water System Cost Schedule) f. Knife River Construction Company Schedule of Costs 41 Wal-Mart Offsite — Westgate Dr. (Section E - Concrete Cost Schedule) g. Knife River Construction Company Schedule of Costs 42 Wal-Mart Offsite — Westgate Dr. (Section F — Aggregate Base/Asphalt Concrete Cost Schedule) h. Chrisp company Schedule of Costs 43 Lower Sacramento Rd & Westgate Dr. Wal-Mart Quote — Westgate Dr. (Signing & Striping) i. Parker Landscape Development Inc. 44 Wal-Mart Lodi Quote — Offsite Westgate Landscape (Westgate Dr. Median Island only) j. St. Francis Electric 45 Wal-Mart Lodi Eleven Western Builders Quote —Westgate Improvements (Street Lights) k. MCH 46 Eleven Western Wal-Mart Lodi Bid Proposal —Westgate Improvements (Joint Trench) I. St. Francis Electric 49 Wal-Mart Lodi Eleven Western Builders Quote —Westgate Improvements (Traffic Signal Modifications) m. Eleven Western Builders General Condition Allocation Spreadsheet 50 (by Browman Development Co.) n. Eleven Western Builders Cost Summary Allocation Spreadsheet 52 (by Browman Development Co.) o. SJCOG, Inc. Multi -Species Habitat Conservation & Open Space Plan Certificate of Payment CP -14-29 53 P. Excess Width Road Right -of -Way Costs Excess Width determination 55 Right -of -Way cost basis 56 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 31 APPENDIX Page 2. Table 2.2- SANITARY SEWER CONSTRUCTION COST q. Knife River Construction Company Schedule of Costs 60 Wal-Mart Offsite — Westgate Dr. (Section C — Sanitary Sewer Cost Schedule) r. Sewer Easement Appraisal 61 s. Eleven Western Builders Schedule of Costs 62 Basin Excavation and Westgate Phase 1 Utilities — (Westgate Sewer Cost Schedule) 3. Table 3.2- Segment 1 Storm Drain Construction Cost (Westgate Dr. Offsite Imp. Plans) t. Knife River Construction Company Schedule of Costs 63 Wal-Mart Offsite — Westgate Dr. (Section B — Storm Drain Cost Schedule) u. Construction Change Request #42 64 Lodi Electric revised scope of work — pump station electric power 4. Table 3.3- Basin Excavation & Westgate Ph1 SD Extension v. Construction Change Request #20 66 Basin revision — vineyard demo, stockpile mat'l w. Construction Change Request #23 68 SD Pipe Material substitution — in Westgate Phase 1 Utility Easement 5. Table 3.4- Basin Pump Station & Century Blvd Connection x. Knife River Construction Schedule of Costs 71 Pump Station Cost y. Construction Change Request #62 75 Lodi Electric revised scope of work — pump station electric power Appendix B - Proof of Payment 1. Proof of Payment Letter 79 2. Affidavit of Total Release Appendix C - Reimbursement Allocation Summary Tables 1. Exhibit_B 2. Exhibit C 80 81 82 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Appendix A - Cost Data Back-up EXHIBIT "B" January 4, 2019 Page 32 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement 1. Table 1.1 - Westgate Drive Frontage Improvements Cost Data a. Surveyors Group, Inc. Schedule of Costs Ars..23. 31.5._11,56AM _....S.urxe ors Grouv, Inc. Na.j315_6 j EXHIBIT "B" January 4, 2019 Page 33 12) pudding comers and grid lines a) Stakes will be provided at each of the outermost building comer grid line intersections b) Stake one additional grid the in each direction for every 50' of building length c) Set one grade stake et each end cite building with cut or fill to finish floor Field crew = 51,470.00 Office cafes = $165..00 Teta! =51,635.00 13) Stake transformers and ilahte e) Stakes at two comers of the transformers and vaults b) Two stakes at each light c) No stakes will be provided for the joint trench Field crew = $1,260.00 Office talc's = 5275.00 Total = $1,536.00 14) Stake retaining & stem walls a) Stakes at each and of the wall b) Stakes every 100' along tangent face dwell c) Stakes every 25' along curve face of wail d) Stakes at all angle points Field crew = $630.00 Office talc's • 5165.00 Total = $796.00 15) Final grade staling a) Offsets to fate of curb at all angle points, radius points, ridges and valleys b) Stakes every 50' along tangent face of curb 0) Stakes every 25' along curves at face of curb d) Stakes to face of curb at top of handicap ramps e) Stakes to the centerline of all valley gutters f) Stakes to the comers of the trash enclosure Field crew = $6,300,00 Office talc's = $1,660.00 Total = 57,950.00 Total On -Site Proposal: 524,975.00 Off -Site Weetgats Drive 1) Stake rough arade a) Offset stakes to face of walk at all major angle points, ridges, valleys, grade breaks and center of drain inlets b) Stake saw cuts and demolition limits Field crew = 51,260.00 Office talc's = $440.00 Total = 51,700.00 960V Foothills 80ulevard, Suite 150 • Roseville, CA 55747 • (915) 789-0822 • FAX (516) 789-0824 e-mail: eurveyoreproup@sureweetnet Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 34 Apr..23..._2.0j11.1:56AM Surveyors Group, Inc. 855i P..4 2) Stake domestic water & fire Service Lines a) Stakes every 100' an main line for line and grade b) Stakes at all angle points and service laterals c) Stakes to "face of curb' or "back of walk" for placement of all fire hydrants and water service connections Fleid Craw = $420.00 Office talc's = $110.00 Total = 8530.00 3) Stake storm data a) StakeS every 50' on the main line for line and grade b) Stakes for all drain inlets, manholes, stubs and outfalls c) Curb stakes wilt be provided for all curb inlets d) Stakes at all laterals off the main line Field craw = 8840.00 Office calc's = $330.00 Total = $1,170.00 4) Stake sanitary sewer a) Stakes every 50' on main line for line and grade b) Stakes at all service laterals and stubs c) Stakes at all manholes and cleanouts Field crow = 88400.00 Office talc's = $330.011 Total = $1,170.00 5) Stake transformers and lights a) Stakes at two comers of the transformers and vaults b) Two stakes at each light c) No stakes will be provided for the joint trench Field crew = $315.00 Office calc's = $110.00 Total ra $425.00 6) Stake elanal tights b) Two stakes at each fight c) No stakes will be provided for the joint trench Field crew = $318.00 Office Gales ■ 8110.00 Total = 8426.00 9001 Foothills Boulevard. Suite 150 •A�aaevilla, CA 95747 • (816) 780.6232. FAX (915) 789-0324 e -Mat surve{0M+01441suremstnet Westgate Dr. SD Staking 4<1 Westgate Dr. SS Staking Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 35 A.p.r,.23-21115..,11.5.6AM_-- Surveyors Group, Inc, .N.oAg8.5545 7) Final snide staking a) Offsets to face of curb at all angle points, radius points, ridges and valleys b) Stakes every 50' along tangent face of curb c) Stakes every 25' along curves at face of curb d) Stakes to face of curb at top of handicap ramps e) Stakes to the centerline of all valley gutters f) Stakes to medians and sidewalks Field crew = $1,880.00 Office talc's = $550.00 Total = $2,2300.00 Total Ott -Site Westgate Drive: $7,660,00 4.5310.00 (EXci.t Pi1-46 . Off -Site lower Sacramento Road STA.it../Cr) 1) Stake rough grade a) Offset stakes to face of walk at all major angle points, ridges, valleys, grade breaks and center of drain inlets b) Stake saw cuts and demolition limits Field crew m $360.00 Office ealc's = $185.00 Total • $795.00 2) ;;take domestic weter & fire service lines a) Stakes every 100` on main line for line and grade b) Stakes at all angle pointe and service laterals c) Stakes to 'face of curb" or 'back of walk' for placement of all fire hydrants and water service connections Field crew = $315.00 Office oalo's • $110.00 Total = $425.00 3) Stake storm drilla a) Stakes every 50' art the main line for Ilne and grade b) Stakes for all drain Inlets, manholes, stubs and outfalls c) Curb stakes will be provided for at curb inlets d) Stakes at all laterals off the main Incl Field crew = $420.00 Office cart's • 5220.00 Total d $640.00 4) Stake ecnitary sewer a) Stakes every 50' on main line for line and grade b) Stakes et at service laterals and stubs c) Stakes at all manholes and oteanouts Field crew ■ $55.00 Office talc's • $30.00 Total • $85.00 <=1 Westgate Dr. Staking $OUi Foothills Boulevard, Sulte 130 • Roseville, CA 95747 • (916) 789-0822. FAX (918) 769-0824 e mstl: surveryufbQf400401406t•npt Lodi Shopping Center (Sunwest Village) Reimbursement Agreement b. Knife River Construction Company Schedule of Costs Section A — Grading Cost Schedule O'cl,FREMER AN NU RESOURCES COMPANY EXHIBIT "B" January 4, 2019 Page 36 ELEVEN WESTERN BUILDERS, INC. WAL-MART LODI, CA 06/23/15 REVISED WAL-MART- OFFSITE - LOWER SACRAMLN! O RD / WESTGATE DR Item Description Quantity Unit Cost Total A. GRADING 7Q% 1. CLEARING & GRUBBING 1 LS $ 5,003.00 $ 5,000.00 3,500 70% 2 ROUGH GRADING — - - — 1 LS $ 15,000.00 $ 15,000.00 10,250 3 12" PAVEMENTSUBORADE 51,71OSF 60,410 SF $0.25 $ 22,352.50 /z,� �J27 4 CONCRETE 5UBGRADE g, 5F 40,835 SF $ 0.75 $ 30,626,25 f, 4 +7 r1k 5 BACKFILL PLANTERS (P1AH "` "5fg1 LS $ 7,500.00 5 7,500.40 6 SAWCUT Y) 1 L$ 5 2,000.00 $ 2,000.00 7 REMOVE AC 1 LS 5 9,000.00 5 9,000.00 5 MOBILIZATION 1 LS $ 27,271.25 5 27,271.25 SUBTOTAL $ 118,750.00 13,635 51,10 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement c. Eleven Western Builders Contract Change Order #43 Wal-Mart Stores, Inc. Project Information Blue cell~ must be populated by the General Contractor, SAP Number ;am. USNC-I1a0123j SAP Desoriptioo Slone Number Sequence Number City Stab General Gor,traolar Project Manager Project Manager Phone Number Construction Manager CM Phone Number Architect of Record AOR Phone Plumber Civ r Consultant CEC Phone Number Out to Sid Bid Date Contra41 Start 71)4/2014 EXHIBIT "B" January 4, 2019 Page 37 HF! :;:!Finn 1 fi;'.] Lodi CA Eleven Western Builders Cave Vitton 916-223.7UD7 Julie Duncan 916.709-0D28 Perkowitz & Ruth Architects 552-901,1561 Laurie Loaize 91$-771-9503 7121,2014 7/2212014 Change Request Information Construction Start 7/222014 Contract Completion 64 12016 P ols,E¢¢ipn 602.01$ Change Request A 43 Version it 2 Date Submitted 3/15/2016 Description of Request SCG/CCD # r#a D ube SCf3ICCD Issued rt+a Approved ATP Limit $ 120,000.04 Cement Treat soutn r4m e approach on6F1e and Frkstll Miriii fabric on Westgate in lieu of corneal treat Lodi Shopping Center (Sunwest Village) Reimbursement Agreement S. Walmart Estimating EXHIBIT "B" January 4, 2019 Page 38 1 4O66d_1,xis CR# 43 CO Version 2 Store Seq Store Type City State SAF Number Reaiewerl Ay S lbrn MB f Orr 1799 3 Relocation L4dr GA U5R€-040424 C015.1 Change Order Evaluation Approved ATP Limit $ 121000.00 Contractor PrnpeaedCosI I 27,276-19 41dr1 Eveluaiian S Evaluation Data SCDICCD fl CC D Issued n?a Na Construction Managor Architect of Record. A011 Phone Civil Consultant CEC Phone Julia Duncan Perkowlrz & Ruth Architects 592-901-1501 LEI11116 Laalza 916-771-$503 General Conlrattoi Eleven Western BulIAara Projeel Manager Dave Vltlan Project Manager Phone 919-223-7907 Description or Request Cameo! Treat eouth drive approach onsite and insreu #diri1ii fabric on Westgate +n lieu of comont treat Cost Analysis & Recommendations Change Order Csltegery, 619%2017 Eval Lodi Shopping Center (Sunwest Village) Reimbursement Agreement d. Knife River Construction Company Schedule of Costs (Section B- Westgate Drive Storm Drain laterals and curb inlets) d NIFE RIVER DN5TRUCTION 4N ME J RESOURCES 61138 NY EXHIBIT "B" January 4, 2019 Page 39 ELEVEN WESTERN BUILDERS, INC. WAL-MART LODI, CA 016/23/15 REVISED WAL-MART- OFFSITE - LOWER SACRAMENTO RD / WESTGATE DR kern Destr9niian Du3ntlry Unik Cast Taa T'6I B. STORM DRAIN 1. 42" RCP CL3 - 80 LF $ 141.00 $ 8,080.00 2. 36" RCP CL3 626 LF $ 76.75 $ 63,395.50 3, 24" RCP CL3 120 LF $ 42.25 $ 5,070.00 4. 18" RCP CL3- - �,1,500 LF $ 34.05 $ 51,075.00 5. 12" SDR35 I CA L F -(Y`if/ ) 420 LF $ 32.75 $ 13,755.00 3, °60 6. 48" STORM MANHOLE . 14 EA $ 2,250.00 $ 31,500.00 O 7 CURS INLET • WY OF LODI 4- . (W1) 12 EA $ 1,640.00 $ 22,080.00 4 7, 3� 6 CONNECT TO EXISTING 1 EA $ 6,750.00 $ 8,750,00 12 TRENCH PATCH 1 CONCRETE REPAIR 1 LS $ 6.500.00 $ 6,500,00 SUBTOTAL, 1$ 208205.50 1 WE5TGAT1<III ~ #10,7L4 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement e. Knife River Construction Company Schedule of Costs (Section D — Water System for Westgate Drive) OKNIFE RIVER CONSTRUCTION 11}J HOU RE500RCES CCIAPNVY EXHIBIT "B" January 4, 2019 Page 40 ELEVEN WESTERN BUrLDERS, INC. WAL-MART LODI, CA 06/23/15 REVISED WAL-MART- OFFSITE - LOWER SACRAMENTO HD J WESTGATE DR IEnrn Dascrir7ion, Quantity Un0 Dost Tot I __ 0. WATER SYSTEM *'WESTGATE DR"* 1 10" C900 CL 150 2 10" GATE VALVES 3 FIRE HYDRANTS 4 8" SERVICE STUB 5 CONNECT TO EXISTING "LOWER %ACRAMENTO RD'"' 6 10" C900 CL180 7 10: GATE VALVES 8 FIRE HYDRANTS 9 8" SERVICE STUB 10 CONNECT TO EXISTING 11 TRENCH PATCH / CONCRETE REPAIR 12 1" IRRIGATION SERVICE WISER & METER *"ONSITE WATER • CITY OWNED** 13 10" C900 CL150 14 10" GATE VALVES e" GATE VALVES 46 FIRC-NY S 17 8- SERVICE I FIRE HYDRANT RUN STUB 18 10" FIRE SERVICE STUB 19 B" SERVICE STUB 20 3" SERVICE STUB 21 2" SERVICE STUB 22 CONNECT TO EXISTING *'RECLAIMED WATER LINE** 23 10° C900 CL150{PURPLE) 24 10' GATE VALVES 25 10" RW CROSSOVER 26 4" TEMP BLOWOFF 1,220 LF $ 28.75 $ 7 EA $ 2,050.00 $ 4 EA $ 3,950.00 5 2 EA $ 3,750.00 5 1 EA $ 2,800.00 $ 35,075.00 14,350.00 16,800.00 7,500.00 2,800.00 1,140 LF $ 25.75 $ 32,775.00 8 EA $ 2,050.00 5 16,400.00 4 EA $ 3,950.00 $ 15,800.00 3 EA $ 3,300.02 $ 9,900.00 2 EA $ 10,000.00 $ 20,000.00 1 LS $ 12,200.00 $ 12,200.00 1 LS $ 5,500.00 $ 5,500.00 2,560 LF $ 28.75 $ 73,600.00 10 EA 5 2,050.00 $ 20,500.00 $ EA $ 1,600.00 $ EA i 3,050.00 $ 7 EA $ 2,500.00 $ 17,500.00 1 EA $ 4,625.00 $ 4,625.00 5 EA $ 2,600.00 $ 13,000.00 4 EA $---1769049 $ 1 EA $ 1,525,00 $ 1,525.00 4 EA $ 1,100.00 $ 4,400.00 1,330 LF $ 29.00 $ 38,570.00 4 EA $ 2,050.06 $ 8,200.00 1 LS $ 21,000.00 $ 21,000.0 2 EA $ 1,400.00 5 2,800.00 SIJBTOTAL $ 393,820.00 $75,525 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement f. Knife River Construction Company Schedule of Costs (Section E — Concrete Curb & Gutter, Medians for Westgate Drive) 1 NIFE f5,110NVER SON 5T E AN ME\, RESOURCES COMPANY EXHIBIT "B" January 4, 2019 Page 41 ELEVEN WESTERN BUILDERS, INC. WAL-MART LODI, CA 46/23/15 REVISED WAL-MART- OFFSITE - LOWER SACRAMENTO RD / WESTGATE DR Binz Drscrip1ion Quantl[y U nit Cott. T&Crd E. CONCRETE 1 6" CURB & GUTTER 2 SIDEWALK 3 ADA RAMPS 4 6" VERTICAL CURB 5 MEDIAN CONCRETE (STAMPED) - ON NATIVE 0E655 VA 2,337 LF v✓G 3,770 LF $ 17.25 $ 65,032.50 14,200 SF $ 4.00 $ 56,800.00 11 EA $ 2,575.00 $ 28,325.00 2,470 LF $ 13.75 $ 33,962.50 10,575 SF $ 5.35 $ 56,576.25 SUBTOTAL $ 240,696.25 4- 40,320 s'Z9, 142 7, 425 jGestgate: L 76., 907 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement g. Knife River Construction Company Schedule of Costs (Section F- AC Paving Westgate Drive) KNIFE RIVER CONSTRUCTION AN NOM RESOURCES COMP, NY EXHIBIT "B" January 4, 2019 Page 42 ELEVEN WESTERN BUILDERS, INC. WAL-MART LODI, CA U€/23/15 REVISED WAL-MART- OFFSITE - LOWER 5A€RAMENTO RD f WESTGATC DR Them Description QuantIiv Ut.Ih Cosi Tafel 1. WESTGATE DR (4.5" AC! 16" AB) 511,710 LF $ 5.60 $ 289,576.00 2 LOWER SACRAMENTO RD (6.5" AC / 20" AB) 37,700 LF $ 7.00 $ 263,900.00 3 TRAFFIC CONTROL 25% W .vrce 7E 1 L. S 1 L8 $ 28,791.00 $ 28,791.00 757. KEmEr1AN LANE/upw>;r_ Smatpt' '7I MDUR Confidential 6/23/2015 Page 6 1, i cis Westgate: '2g45, 774 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement h. Chrisp Company Schedule of Costs (Signing and Striping, West Gate Drive) EXHIBIT "B" January 4, 2019 Page 43 avatT•eo Registration No. 1000000306 Stockton Office Stokes Ave ;don Ca 95215 Prone: (209) 948-2175 Fax: (209) 948-2179 Quotation TO: ITEM NO. REVISED for the intended use of the General Contractor DESCRIPTION 01 Thermoplastic Striping, Markings, Pavement Markers & Striping Removal 02 Roadside Signs 03 Ro{ocate Roadside Sign 04 Street Name Sign 05 Type K or Q marker 08 Remove Roadside Sign 07 Barricade Std plan 128 Pedestrian Barricade with R9-3 signs Notes Contractors Lcansa No. 374800 DIR DIR Registration No. 1000000396 A General Engineering C-13 Fence, Wire, wood 0-32 Highway Improvement Union Contractor! No minority Status Current Date: 4/22/2015 BldOate: 4/23/2015 JobName: LOWER SACRAMENTO RD & WESTGATE DR (WALMART)REVISED LODI Rdl: 26881 0 Jab#: Location: Contract# Working Days: Liquidated Demagea QUANTITY UNIT UNIT PRICE W S1 .'t TOTAL GrrY 1 SUM 16199.000 5V/e, $16,199.00 400 EA EA 200.000 00.000 22 $8,000.00 $900.00 1 EA 300.000 j E $300,00 8 EA 50.000 3 tr,s $300,00 3 EA 25.000 $75.00 66 LF 25.000 -' $1,850.00 4 EA 700.000 $2,800.00 TOTAL Ilam 1 includes installation of an overcoat to the striping removal area as per note 15 on sheet SS -1 Exclude: Installation of a Type II slurry seal This quote Is based on plan dated April 2015 Vuitton Authorization is Required Prior to Proceeding With Work rCCEPTED BY: P.O. Number 1TLE: Job Number Bond Rate Addendums 1.2°x, $30,224.00 ci, 4(03 4)4W 300 ESo t. l4,3 3a Lodi Shopping Center (Sunwest Village) Reimbursement Agreement i. Parker Landscape Development Inc. Wal-Mart Lodi .Qiuote Offsite Westgate Landscape CUSTOMER INFO: ELEVEN WEE rIERN Fk1I LG AS PARKER 10,1 .LANDSCAPE Il L 4 L E. {h 1' 15.1 k. (Y E I N C FFEYYSED - {IUDTE [per lef2E tlrowir84] EXHIBIT "B" January 4, 2019 Page 44 353S; POSTED 04/22f201515:01 :49 AM Jae INFIJ : WAL IIAFLT-L I 4127,12015 MEM wysrrry UNITS TOTir L COSI ONSTfE LANDSCAPE IIRIGAIIION SYSTEM INC. OONTA LLER M4rAND Flaw SENsoN ,SL.EappiG 1 LS SAIL PREP AND FINISH{ GRADE INC. AMENDMENTS 7.0,700 5F KAKI J'ER FLIT 4 1 Li DARKHJLCH Ili/WEED BARRIER 70,700 SF — MAINTENANCE 270 DAYS 1 LS malaTAL OFIa51TE WE51GA ! LANDSCAPE .PE IRRIGATION SYSTEM INC. CONTRQLLER M4' AND ROW SENSOR. SLEE W G Mi. MIfp AND FINI8h1 GRAPF JN,C, AMENDmEr+TB 12j000 ROM BARRIERS 2100 LF PLAri11Na PER PAM 1 1.3 SANK MULCH 2.24104 !F MkNIERAHCE 270 DiM 1 LS Median Island Planter: 830 LF, 8280 SF Planting Area S{14T'4TAL OFFSITE LOWER SAC LAM DSCLITAPE IRRfAT1QwSWIM INC- CO TRO.LVIDI'AllPFLG'wSENISDe,£LEEVVIE 1 LS SQII- MEP Aj}DFENTSN UMWI NC, AMTh MEl11S 5,000 5F ROCi BARRIERS 262 LF PLAr#71Ra PER FLANS 1 LS @F .R MULCH SAW Sr IVAINTESANZE 270 DAYS 1 IS SUBTOTAL Median Island Landscape Cost: $19,549 610.444-04 afv-TRAN6 Hwy 32 LANDSCAPE - FUMING. IvAge IRpi• ra'I SYSTEM INC. CirTRoLIER 51VAND FLOW SENSQR MERINO 1 LS SOIL PREP AND FINISH MAUL I;1 . a lL r. EN15 5,79D SF fit YY YriIR1Eh$ 794 LF P0N11016 MR PLANS 1 L8 9AR1 WAIN 0,100 RF TAAINTEMMACA 270 PAYS 1 L*� SUBTOTAL $#S,94 sic TOTAL BSE Bib 4+s0e,U0 ADD ALTERNATES: 1 DNSREpoor BARRIERS 2 4' 07.511E TOPSOIL 4' ONSITE TOPSa1L A. CAt1'RA115OFFSFTETOmO1L TIM PARKER , PRESIDENT 4,000 LJ' Atli 900 CY ADD X89 CY ADS $ 14490 CY TIL G Offsite Topsoil (excluding Lower Sacramento Rd.)_ $3,400; Topsoil for Westgate Median Planters only = $2,345 Iks,q I Sky Creek Drive, Stine A V 5i renlenta, CA 9582R 'i Tel 9143R3.07] Fax 926,189,3926 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement j. • St. Francis Electric (Westgate Dr. Street Lights) It ZW!C, .1 .-` 17C.I • f' etnet Lodi Walmart Eleven eulyders Lk- ”find cfrO 10004346 EXP 640-16 Mond Hata -I-Si EXHIBIT "B" January 4, 2019 Page 45 REM DEW RIM 0N Addefld tvn& UNIT ATV - PRI:E $ - WESTGATEiMPROYEIEENT5 x T....' . NOM' and 1( pe=harp'lea5 STREETLIG11T9 Perniie. end Itrondb L$' # 62,207A4 S 92,R44,44 TRAFFIC $10i AL MODIFdCATIONS L5 1 x sa,4c0.04 S s:4, -040,p4 x Sidewalk and ELE0-.62 ramatiral and rW1 1.1isIlrk (wr 1W* cn y .. --- — • _� x 'Furre9h _ end insiall ligldIng poles LOWER 5ACISAMENTO RCM] IMPROVEMENTS iG Pull 1NX irr7 plodult InsAallan _ ri= -EE7 METE -_ LS LC i i # S .15r5CCD4 ZR3,97C. S 4 MOO 6 # Mu* ri. e1MNAi. MOCIFJCATIOKS % FRertritish and paint h erds. 5 x NETTL.EMAN ROAD IMPROVEMENTS 4 x Handling of ar1Y hazarduLek melerL'i#s =Idol coma $ _ ERTLIGHTS LS 1 t a9,8UA00 S uriOtra4 TRAFFI MONAL KETILEIMAN I ND rreki 048EI PCIPA rk.' i R,5sx06 $ 16,1561110 PrrFrans drkda 2015 I s SPE OF WORK YPll NO iwlouiuilctl 5Sla1 arir,iucatl If you have any queatiar►a *see Magid Eki;sn Heaps @SIC -NS -D 141;11 Aralen /Reel Sen Lear g � 5M1S77 ISh�,��x; eFe-Inc pre Addefld tvn& X SliklillaiSuruay and Iaywwt x T....' . NOM' and 1( pe=harp'lea5 X Perniie. end Itrondb eeffle Cnntrel far ale work airily —•-••— X I 1 ttale Cheng shii Mepa25 sem. x CdrhaUl Of 80011S. (OW WMONO x Sidewalk and ELE0-.62 ramatiral and rW1 1.1isIlrk (wr 1W* cn y .. --- — • _� x 'Furre9h _ end insiall ligldIng poles iG Pull 1NX irr7 plodult InsAallan _ Famish Grid it lax Loco clidectom ani DLC asehrnm an the • =ns x TerworaQy puaer, IOW and italfrorijlgk FIN ShaVell On Me plana -.. % FRertritish and paint h erds. x R •! ula4a.y si s arra *Iriping - x Handling of ar1Y hazarduLek melerL'i#s =Idol coma - - — If you have any queatiar►a *see Magid Eki;sn Heaps @SIC -NS -D 141;11 Aralen /Reel Sen Lear g � 5M1S77 ISh�,��x; eFe-Inc pre Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 46 k. MCH • Eleven Western Wal-Mart Lodi Bid Proposal —Westgate Improvements (Joint Trench) AprII 24, 2015 Eleven We$teln N'iiI-P4arl Satlrnnle1110 Attu Jams MoraIteld Via Era BJI jnnrefeldigeuhIncrom JiCpidili Wal. -Mart Lodi Bid DEW April 25, MU [leer lar,! 13Y� 1 I'I OI OSAl1 We oit plowed 10 provide tic fallowing hid prnpogpl for the above rencrCEd Fajta! Description own 'Tema -Per rrem ier Uli]it9 Grua Plan Luted 3'LLfiiU Y Weald LEVEatE011 Jd Nit -9,91.5 LE Rds R-9bULE' ▪ Cpndrlir {Per Premier UtILiL]' Plums) 4'LEO Eleari i&F-7,7311I 4' AT&T -1,487 LF e POLE -5,191. LF 3" Caroms/ -5,768 LF BuscJ4iblikf rirk QluuvIteFuroishIdllally Ludy ELa Pri Valk -SEA Lod, Elea PrJ Wit -EEA Lads ELet Pri Vaal! SW -3 EA Ladi Eleu Sect+odnnyBBY- 11 EA AT&T eiS-6sfi11-1EA AT&T 36'x61'PJIIb E.4 ATaT 1H'k?r Fullb7x -1 EA > Gni System Tecnckin j far hmso ler ices - 1,41)8 LP 6' Gas Pipe- 2,620 LF 4" Gas Pipe -380 LF r GQs Pipe - I ,Cy{6 LP k" Pipc- 1,314 LP Be1I 1-1 b6 -7 EA Riser -9E4 k 5]Ie Lijhtic syslam ComduitiWirc LI019 alod bases - 79 EA LebauEquipment- I LS • Elot rieall tyarsm By OIhsn amr i 11oeLsLe] > Auk 211 Overherrd Th Iloder=rcued Correraloo 4'mie'fi" Pri Yuult-2FA Trana6im cr 3 ],b AL Win- I,fi77LF 11/0AL WIro-465 Lf $2-13 42E1 LIP] 52211, 115IIN 2Ffi ,S06.p[J > TOTAL $1,0944141.00 Lrr]rrkd= Turas, ren, Emocl, srrldrj, off4imil rrf irenek sp€lb, unrllor, rutIL escavaLlon, hallo Lnf auodult limb -Goon, Anllarel Pralttroad,R&R alcimcrele & baildirg !]etlruiElk padlh, Irlephona & cam municn[iali piotkFLeckhaardrtidm; srayrdlrrgpl a0 agulpmeal Ee Lullddase; a J 4■I4 & strlpknp, PrevallEirg Wage. Thank you, Jiln Hn>nphrey President o 1Mi Joint Trench Total Cost (excluding onsite lighting) = $909,141 Total length of Joint Trenches = 9,815 LF. Therefore, Unit Cost of Joint Trench = $92.63/LF Total Length of Joint Trenches on Westgate Dr. only = 1676 LF. Therefore, Total Cost of Joint Trench installation for Westgate Dr. = $155,244. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 47 15.F11101,11:11 NEM LE MERCIER SAS ILELLEMSREIKIS 1-L 1•111 REEL IBSTIG m001510 y vAlDECTTE m lie VS VBER•80im Ae PP ADD MODES EE 61!71 VP MEe P1iF .115008 TO .1015 IF61L 111SOOO&1.10 MRE no IN1.1WYi MOR WEIMS 1=31 ne-crre 1E01110 HP AL am 0041.1.10. xerrusua APPLE -MT ND ND A TIE -IN HOLE FDR P 10DILTMEL mum G&E Ls' Se] LODA16a IDE TO OE DETIONIMILD IN IT K os aunty .142 6410[ H •9g NtROY'RAERGZEP FAIX1 ILES TRENCH LEGEND A - LCTX/PCE ELECT. 9 AThT C P6eE II ROTS LF 111 1TDEmd n 18 c4 IT •r al AVL___ r 211 We� ofmtil Irl RE NM 41.511E. NEM KETTLK1IAN LANE AO23 5. 4 472• LE POIR 150 DEllasS 111.091 10 1 el --1:1 MIN MIMEO WAWA a, Dap, ai ,iia F A 13'23040 4.0 r1 1111" DRIgid BP, OD ! I■I ,1A14' } 21 1IPA 1E 10.71 PARCEL 2 u anr2 TO. PRINK .*T ID .rnm R. m1 B�0. NB PTA 11PE CyLInS ND NOE ON SPY q PUNT. Ioe,.,41 .6600 163' C MATCH LINE B - SEE PAGE 5 OF 5 E. ACD 146 Jr. XDOLS ,■ O [InnIIIIl111I SEE PAGE 3 OF 5 N VICINITY M A SIrE ROT ID DM Laol. 114. FORM 9 LEGEND ONLY 40130 TENCH UCC1021102 GUIDE SECTION FT/OTT. SIZE NPC A 443' 24 X 3. 1 A1321' 321 12 X 36 SL A 61' 24 X 46 1/111 6 EZ' 24 x 4e 1 C 116' t6 X se 1/6 0 631' 24 X 4P I/O AY 126' 24 X 30 I AY 14s' 24 X 51 111713 AC 246' 74 X 36 1/•.P AD 104 22 X 56 1 AD 1201' 30 X 56 VAN ID 146• 24X46 1 AC0 61' 24 Y 501/R14 ACO 16* 24 X 53 1 300 160' 24 5 41 1 022 46' 24 11 4e 81113 4325 20' 24 X 32 I 4WD 1216' 54 x 66 11 4100 1a76' 12 x e. 111 4620 269' 41 . 52 u1N AI= 416 24 X 50 I/1 S• 147 34 x 4e 54Y TOTAL 1REHCN 53!! FACIIJTY E%GYA710N NOTCH LE 4 5 5'35' VLT LE Y 6 6'X14 V10 Li 5 3 6'212' sw LE OMR 4 TEO PAD LE EEG 11 2'03' FLU POE /6 2 1436' PLOY PCE 0FM6 1 La'MQ.5' PAD ATT Pry 1 0'X14' MN ATT 3110 7 5"42' ELM ATT 417E 2 6'110' PLOX env 241 x 12• PEO PORE 4 4' X 6' 11EIN PURE 3 6' X 6' 11EIN • 101110! TIONOI 2604 3545 TEP MOP 15 P.1vATE (NO7 ON 117111 11 IPE WE, AND CERT. PICRDRIED EN THE TR D151 MD, Aar T-IPICAL any 14171,1 110,13. JOE AL0111,= iPE1d EDEN OF88al: am PP �L.COR �0 103402ET � . �C 20: BM. WDDIT DEE M,2ES +PEEe RMO 6NS PBRIES I1mex cat S NMYN 11. REMIND ELL J6,xR. RL marc, rERSPDFM yy ,ttVCY�ippgTBTRYITl at �n mrg frt� g1Y;g4 Vmm twpp Wiiwcrp1 9WL m C pCIETT Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 48 • • MATCH LINE B - SEE PAGE 2 OF 5 PCIeE RISER N]IIADRAHT ✓ IGNEBMATE W ITH ROM Ea6PECT A� Ow SITE. 4 ma Ir. lo 05C. ilI L c 41 MAW Yr FE MIND A. MEET LAS NTAP RINIIR MOA MER F lVf,m Alf AYE WALMART SUPER CENTER '01 Ira BONNE! e MOM. TRENCH LEGEND 4 —ELECT C C - PCAE O - =ROAST ' .5^14 SEn1111 PY 534. cayarrs up nem !Aar. • 'r.4+.7 EA7Y ]3474 SERAC:�- =+:5 .4F NOEE LE 40 73 3-4 44314? SEF'3CE 43331 �cTTS FI 40 432.4 F1 APXRONAI LETALS. -1111111 UIIIIIIL6+ T IPIM WWI MIRAN >n,.e ,Ira I wu AIAar LD AD To' l="2=1 44 X401 01 11.5 „per aurnrr �n aR. www s To uao •s P.519�va*. «� o on�Y.Pi11nwNru▪ TRI,r'An.1 m114cnambis vMW�1AGIM aw4411 rca Fw xm ImmoN TR V11 br.NE mar 33 - SEE PAGE 4 OF 5 MATCH LINE VICINITY V. NO DOES MTFPERM n.M RELLI9S muNmTONS TO TO mow. LX/AKIN:. 404041M 13*ULM, 1041100 1IRTIM. NALL PR MN. AS MR MO. CT, VFNIMMS. u0� wni mro nEmTo WIE1,1.1 ll/rt ONIMIXTIAI YFIE IOU ro WP RECTA[ affil, S I ITA COMETS LE INFECR. 0504,4 mn T. 'NE PunECTT ie ,wREID e n OFF e Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 49 I. St. Francis Electric • Wal-Mart Lodi Eleven Western Builders Quote —Westgate Improvements (Traffic ' al_odifications) -__moi+. # 1 Baro B]d Lit #I 336324 Ofr# 10041004346 Exn 5,34-15 QEFr4RIPTIO Lodi Warmart Eta Veil Builders PQM RmH1% UNIT try PRICE WESTGATE IMPR CVMSENTS 27 STREET LIG11T9 ,4pdt 23, 2 P115 r[JT.4L I2.2Io-.9a sa,Rpp.pp 1 j'iRIMFFic zniBNAL NIIMIRICATIONIS Le 133.ID1.DD LOLYER 6ACRAMENTO ROAD IMPROVEMENTS 421 STREET METE aesfn,po Ylb/d'Fro SPINAL MiPOrFJGR11O 4$ 6 74.3,170.d0 WITTLIMWAI ROAD IMPROVEMENTS nRY LIGHTS d3,SDRDO s e3,e1:10.110 TR4FFII BIGW L TTLV 1rW 1 IIO ITehI BH $ 16.15611,110 Pi—Forams dWkd EI -011-2015 SCOPE OF W081{ xAddeaslurns p SWINE, Survcg are layout x Tesa and rlspe3on fees x _wersr Pgamirta end becidn Triple Cr rrIrel for ass work er71g X Porlsule Chan fable Mega# SI;ors Oft -haul of soolls (Our Walk orlly1 Sidewalk and ELS 016,1 removal and nWoicernerst 01t wprk rniy) - 7t x Furrish Brod halal! li;b'inp poles % Pull box wId co dint InKakolleffi Remo we ExiiM Palos lc Furnish and irk Loco eksisCors and 111.14 as shown on the plans x Tel—macaw,. poki+ar. MOAN and Iruffeslorvls not show on the •Iurrs �x Roxibi5h and paint Wised& x Re ulaW+y sigrks rid *Iriping x E Handling of anyr hazardous mxlerlal.s and dusl GOO* It you have any questions pfaatO *09 ael. Orlon Hoops @31.0-SG*Ll1lms iQa1 C. cn Suer SarxLeedr a ay � bho:DcPsre-Inc.carn Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 50 m. Eleven Western Builders General Condition Allocation Spreadsheet (by Browman Development Co.) Walmart #3.789 - Lodi Genera] Condition Allocation Onsite emre Lower Sacramento Kettleman Basin Pum ' Station Notes: Contract Total 2,284,507 1,347,028 914,718 820,533 957,943 General Conditions 11.37% mis LAID► Kim $ 35,479 4.08% 31,826 1. The Lodi Shopping Center project onsite and offsite improvements was constructed in two phases. Certain offsite improvements — namely Detention Basin I-1 and the offsite storm drain and offsite sewer facilities in Westgate Drive south of the project, (as shown on the "Lodi Shopping Center - Offsite Storm Drain and Sanitary Sewer Improvement Plans", prepared by Baumbach and Piazza, Inc.), was completed in Phase 1 of the project. 2. Phase 2 of the Lodi Shopping Center project consisted of the onsite improvements for the WalMart Supercenter Store, as shown on "Phase Il Improvement Plans, Store #1789-03", prepared by PacLand, Inc., as well as the offsite frontage improvements for Westgate Drive, Kettleman Lane, and Lower Sacramento Road, as shown on the "Offsite Improvement Plans for Lower Sacramento Road, Westgate Drive, and Public Utility Systems", prepared by Pacland, Inc. 3. The bid process and compensation provisions between the Developer and the General Contractor changed between Phase 1 and Phase 2 of the project: in Phase 1, the contractor provided Lump Sum bids for items of work, and the Lump Sum prices included certain overhead expenses, direct labor and material costs, and profit. In Phase 2 of the project, the bid schedule provided by the Contractor (or his sub -contractors) was more detailed and more specific, and the compensation for each item of work was formalized such that the unit prices for each item of work consisted only of direct labor costs and material costs, with compensation for certain overhead expenses and a 6% profit fee for the General Contractor accounted for separately. 4. Compensation for certain overhead expenses incurred during the project -- the cost of the project construction trailer, the salary of the full-time project superintendent, the cost of security fences, and other incidental expenses, for example, was paid as "General Conditions" to the General Contractor. The cost of these "General Conditions" was negotiated between the Contractor and the Developer(s), and these costs were different for portions of the project. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 51 a. "Onsite" was for the onsite improvements for the junior anchor pads and out parcels along Kettleman Lane and Lower Sacramento Road. A portion of the "Onsite" work included relocation of the 30" Industrial Wastewater pipeline and the 24" Sewer pipeline across the south drive aisle, and therefore a portion of this "General Conditions" pay item — approximately 23% of the total ($19,990) is included in the Reimbursement Agreement. b. "Westgate" is the overhead expense directly related to construction of Westgate Drive on the west side of the project site; this expense is allocated to the benefitting parcels in proportion to each parcel's frontage area. (Parcel 1 has 27% of the total area and therefore is responsible for 27% for the cost; Parcel 2 has 13% of the total area, and Parcel 3 has the remaining 61% of the total area and is therefore allocated 61% of the "General Conditions" cost. c. "Kettleman" and "Lower Sacramento" are the overhead expenses related to the frontage improvements along Kettleman Lane and Lower Sacramento Road; these improvements are not part of the Reimbursement Agreement application. d. "Basin Pump Station" is the overhead expense related to construction of the Detention Basin I-1 Pump Station and outfall; these expenses are reimbursable, and they are included in the Reimbursement Agreement calculations. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 52 n. Eleven Western Builders Cost Allocation Spreadsheet (by Brownian Development Co.) 4W Irm in 011179! i,adi COST SUMMARY SHEET Notes: a a a 1. As noted above in Appendix m, the construction cost schedules for the Phase 2 onsite and offsite improvements included only the direct cost of the items of work, but per the terms of the contract between the Developer and Eleven Western Builders, the contractor also received compensation for certain overhead expenses (General Conditions), and EWB also received 1.05% of the direct cost total for Insurance, and a fee of 6% of the construction cost total for profit. These costs are reflected in Table 1.1 for the Westgate Drive reimbursable improvements, in Table 2.2 for the Sewer Improvements, and in Table 3.3 for the Storm Drain improvements reimbursement costs. $harm CoFt Itirn$ CIN•SFTL IPA P# EMEMTS 5111 im • roverrients Subtotal 2,264,60'1 !Balance ofOm-[be Im+ro riarr 3 Orr -site IMIFRO'r1ENIE IS Westgate lrimovernent5 Subtotal $ 1+3I7r 26 i wi•r &icrarrivi190 d lalticervenient5 5uilitotal $ 914.716 Road Improvements Subtotal 820,539 Ixetlleman lietentior+ Pond Puna Station Ir pawerrrenIs 5 JI tai $. 957,943 BUILDING & &u FTANCES Buildirtg $# tic1wrty, 5hrII Wrark Divi .i8ni 3-7 Qudl#ur Finishes Division -g &uifilin8 kquiprnent x Finishes t i"ision 10.13 Fncrgy MighReten rt1 Divi$Iarr 13A Rii.lriJrrQ I.I FP FlarYrlrAF FYrr+A,prlrrkI..r 1 % HVAC !mita— nst Ration Div on 151 I ver eraE Refrige.rillic.rs Divi5ion 1 }I5 Re iiIremerrts • GeneralCondltIons __ 247,358 Subim I $ fa,�� ,1$ 6, InsUrarree 116 $ 69,008 Subtotal 5 $ . .26t_9_ 351E071 ya Fee 6% Notes: a a a 1. As noted above in Appendix m, the construction cost schedules for the Phase 2 onsite and offsite improvements included only the direct cost of the items of work, but per the terms of the contract between the Developer and Eleven Western Builders, the contractor also received compensation for certain overhead expenses (General Conditions), and EWB also received 1.05% of the direct cost total for Insurance, and a fee of 6% of the construction cost total for profit. These costs are reflected in Table 1.1 for the Westgate Drive reimbursable improvements, in Table 2.2 for the Sewer Improvements, and in Table 3.3 for the Storm Drain improvements reimbursement costs. Lodi Shopping Center (Sunwest Village) Reimbursement Agreement o. SJCOG Ag Mitigation Fee (Certificate of Payment CP -14-29) j 0 G, InC. EXHIBIT "B" January 4, 2019 Page 53 555 Lar: Webcr Annum S SLoulctlau. 0495202 0204} 235-0600. FAX O1j 235-0438 San Joaquin CountyMulti-Specks Habitat Corise..niation & Open Space Pian (SJMSCP) Certificate of Payment 03-1429 This Certificate of Raymontserves as askknowiedgernont for paymerrtof development teas pursuant to the Sari Joaquin testy Muth -Spacious habitat Corrsarvatiorr and Open Space Plan. The project and tee amount paid are provided befow. Project; Keltfeman Lane Common al Project (SrowmanNilairn rt) Project Juried [etton: City of Lodi Assessor Parcel Number: 058-030-09:10: 11: 12; 13 Project fmpaci(s): 46 acres - Agricultural and Mu[tl-pufaoee Habitat Agricultural (03.C4 = 19.5 ac) Multi-purpose (C2 20.5 ac 1-6 ac detention pond) Payment Date: July 29, 2014 Fey Amount: Land -in -Lieu of Feee - 46 aore5 - Agriau1tural Habitat (Larson Preaervt} Ph- 1- 712812014 recalled) ▪ 2U14 Endowment funds — Agriculture Habitat (46 acres x $5,005.87 per acre W $230,270.02) Tota[ Amount Due =S230,270.02 endowment funds (wired} Certificate Prepared 2y: Steven Mayo Payment Received By Signature: Print fame: Staven Mayo Dere; July 29, 2014 • Lodi Shopping Center (Sunwest Village) Reimbursement Agreement OLD REPUBLIC TITLE COMPANY EXHIBIT "B" January 4, 2019 Page 54 * * * * * A MEMBER OF THE OLD REPUBLIC TITLE INSURANCE GROUP 3425 Brookside Road, Suite C • Stockton CA • 95219 • (209) 951.9450 • FAX (209) 477-8603 BDC Lodi III, L.P. Property: 19298 Alder Ave (conservation easement), Tracy, CA 95 Buyer's Closing Statement Date: July 29, 2014 Escrow No.: 1211036092 -DC Escrow Officer: Diana M. Contreras Closing Date: July 28, 2014 Item Debits Credits Sales Price 322,000.00 Deposit to Escrow 586,534.02 Deposit by BDC Lodi III, L.P. 8 000.00 Deposit by BDC Lodi III, L.P, 578,534.02 Endownment Fee to SJCOG, Inc. 230,270.02 conservation easement brokerage fee to Jaques Real Estate 15,000.00 reimbursement for MCR Engineering fee paid by BDC to BDC Lodi III, L.P. 2,125.00 reimbursement of deposit to BDC Lodi III, L.P. 8,000,00 Escrow Fees 465.00 Additional Charges 25.00 Wire Service Fee 25.00 Notary Fees 10.00 Title Charges CLTA Owner's Polity 569.00 Due To Buyer 8,070.00 Total 586,534.02 586,534.02 5 I ,� 11 -3,i 2l °t `' itf 5 0.2-'1Z-7 DC/ Buyer's Closing Statement Lodi Shopping Center (Sunwest Village) Reimbursement Agreement p. Excess width Road Right -of -Way Costs EXHIBIT "B" January 4, 2019 Page 55 . r 4541114 0191 44FwE2 SET 6E CA(1R4.16 alma FOR 1E6110 10IVIIR) 1331.700 JO 10 7-9N.,RAY 425 01 H.0 R.RL. DETAIL "A" 471E 1_10 7 � Iv _ -1 its,0 4,4 044 0>�Y 60.024 - REFERENCES FLT SJV 41:6&1 (40215'362 1.14 104)5 6OUT4%CT CdC161 9F LOT 10 111 N99a Ott 20.03 1 19 9 .+ 914M14[21i:w wit szoir 0'1 Y N6.344Y091 ] 4 018 I,! / iZTTLIkiN w 0113111 1EE9 R/A•LIE PER DOC. 4WD 2054-1x24/21_ 11220 04 ,1611 6 4508 4!6,22 IS LxruIIDN OF_{n MET 7 116 401'10[x] 40041216 70 EF51 UNE CF M N0910EST 1/A If SFCTO6 15 (S] ALL F45RLTRS 2E 10112 ..g11 COWL 712845 ANO 6006 OR 90.54E 20101066 PARE. 4 6 9 22 PARCEL MAPS 176 3 MAPS AAR FIATS 47 5 SURVEYS 65 18 PARCEL MAPS 139 COG 145. ,501-14.5354 00C NO. 2561-222462 INST. NO 69144270 DOC. NO. 2001-26157 7620 O.R. 116 LEGEND 611726114E 604007 5/055/0 1[wnnl3 4115P 00Emlw C4214911E 2I0OSCN 010CEL U1C • • 11.4 11...1.161N7 As NOTED SE1 3/4' 150- 4906 2/ CAP STAIPP) 5.0.E. 62061 ▪ TOLL 1,9 4AIVPED O 46414 LINE PER REFERENCE 116 091 2409(1414 DOR 1101109 PRIIO P MCLL NAP G1.6. 2601( E• 11 REMUS N 10.121.111141 5 ▪ .0 BER UISfLNNASA..H 10. m. ISGND 00c 1208 SOCULIEFLEIEK 1 SLIMES. IIET:RS REFER TO TENTATI0E MAP FILE 410. 007 P 001 110606111E MAC 'Sean 1246' AETAILAIL "4 r-4961dx6•I 137.34 RICHT OF HAY DEDICATION 1.44 A4 ± 11-114'P,VE. 6Mat4 Oi, 010IrOCI VOCWZ 11221' 400 L4 tHWAP81i1 7160 HeaDC 1602E un• 401)4STn 10040' ��IG047'A1'6 9060 )---10 49E 1} 1 5 LANK _ laxi.Tvpal=m - 1614 OMPIB'1YM 140116617] •� iTER414 *Hoer PARCEL -1 5.57 AC.± scr7 1,01,66 r 11960606'1747144 15 PAF. Excess R/W 10,275 X $4.693= $48,220 .2 12. :11 P 001. 2. ALL DISTANCES SHOWN HEREON ARE IN FEET AND DECIMALS THEREOF. 3. THE DISTINCllE BORDER LINE DELINEATES 1HE 1104RNOARY OF THE LAND SU011)52(0 BY 1145 14P. A. THE NET ACREAGE (AFTER DEDICATION OF PARCEL At RIGHTS OF WAY) ,IE 15 34.52 ACRES. HORE CR LESS 10016.44`11,611 II 1 X12 50.F- 1 L_ -__-__ Mar 1141.20'(1121.WEYCE6T - -'• ' 91-IYR 117NQ• 5 REQUIREMENTS OF THE 1001 MUNICIPAL CODE FOR THE DEDICATION OF PoGHT-OF-WAY, EA5ENLN15. 0110400X401110 53 UNDERGROUND TANKS AND MELLS, PAYMENT DE FEES ANO INSTALLATION) OF OFF-51TE STREET ISPROYEIENT5 AHO UTILITIES HAVE HOT BEEN OCT AT 7H15 At AND MUST DE MET PRIOR TO DEVELOPMENT 0R ISSUANCE OF A amain PERMIT OR WHEN REQUESTED 91 911 CITY O3 PARCELS 1, 2 44 .x 6. THE P.V.E. 7(5ICATION TO TFE CUT OF 1051 411015 1HE CITY, 0011ER5 OF Punic mums, 8119 0114315 OF CABLE 71 371640HI539 THE RIGHT 70 ACCESS. CONSTRUCT, MAINTAIN, NSRECT, REPAIR, REPLACE. REMOVE, ANO OPERATE 14)1111 FACILIDES N THE P.IJ.E.S. HO BUILDINGS C/7 STPUCTURES SHALL BE CONSTRUCTED NCR SHALL ANYINNG BE PLANTED WTF-N THE EASEMENT WHICH 140302 INTERFERE IMP THE USE ON CP(68111341 OF PUBLIC UTIURES IN THE EASEMENT. 7. ALL PARCELS SHALL ENJOY RECIPROCAL PARKINS 816 ACCESS 10 AND FR04,1 EACH OTTER. #44 144E Ifs ANSI. NG 99144/.161 p11°5Y'6I'a' 64.070) 454 119714W10 M�74'' 5404E, f 0554 9 00l-15 I ) PARC,E,! S 9.214 AC.± u --`")'7')b) 10 0'' 36655 p9•' it 7731 - - 100' S9' 0 ICC 064100.54141 1116 Si 112 CALS640.1 0.11' SGOM a 41.1103441.9.433108481491 SCALEBAR 1/4 9051111 (3E 12 FL 159 9149 44X51111 949 910091135.811894 EDI 4802+4 0.6115) 4'N.1!0CCL9L1110LV W 5 6S.T Ig O .8.4 T.N. Xa 70087 0.110 46.16 CI 24x331 91.65. 16000' 122471' 61.117 219021• 210144• 7340 25 11800' 515e'03• C6 114000 065221- 144.49 148 7.311.1. 84., 4,89 Rel L1 55915179'E 14.67 L2 1111540'O X0.05 10 10.r40'36Y 19,64' LI 146046165'0 09.10 to gyp' 401.' Le 10,/44'0 8833 Ct 1436100-H 110.5' 111 8441410"00"11. L9 411'406YE 10.96' 610 40054109 t11 51114106-7 10.40 LR�1497x'CT'0 7496' L+3 00002614141E caoetorc 12.56• ON 4.7889 [s] 414 04231'Y41C .211011E 006055010 moins1.52.0 1_16 14691240114 164x11]-1 1pYOPR6•E LI7 160'06'00'2 16..2 (9 10161.5 I6] 11' (1 101.1' [a] O9 10.0275 14] 1002 (4) 13.2414. L,6 •20.0115'C 11.91 .)6] 7130' 14.01' (9 'L l2.74.1._(7) 0150 37.81891 09 LI] x6002'11'6 5000 0-40 1569.66'01'1 69.19. lz, 146841431'0 Lxs 8649831.0. 17.10 BD 04 PARCEL MAP OF THE PROPERTY DESCRIBED [N THE GRANT DEED RECORDED A8 DOCUMENT NUMBER 2901-199364 SAW JOAQUIN COUNTY RECORDS, BEING A PORTION OF THE 0411 1/10 OF THE NW 1/4 0P SECTION 11, T RH.JLTT:., 11.17.13-010, CITY 06 (AAI SAN JOAQUIN COUNTY. CALIFORNIA JAIMANOL LW', i zfir-02405 1500210/101/ E man 606E/ LIMP 11}] PIPE D0...x 021 411-1814 ..x 5614.1 1011 "794 61EEfinC INC 2095 SEMI 2 OF 2 711270pm Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Chicago Title Company 388 Market Street, Suite 1300, San Francisco, CA 94111 Tel: (415( 788-0871 Fax: (415} 434-2176 BUYER'S FINAL CLOSING STATEMENT LAWYERS ASSETT MANAGEMENT AS QUALIFIED INTERMEDIARY FOR FIRST RIVERBANK L.P., A CALIFORNIA LIMITED PARTNERSHIP Escrow No.: 160240907 Closing Date: February 23, 2005 Property Address: Lodi Parcel 1 EXHIBIT "B" January 4, 2019 Page 56 DEBIT CREDIT Purchase Price Deposit paid to seller outside of escrow Credit Seller Per 4th Amendment to P & S Interest earned NEW LOAN WITH COMERICA Funds Retained by lender Loan Fee Flood Certificate Filing Fees Prorations: Baseil!on 2004/2005 .Real Estate .'axes . $ 49,235.50 $ 10,500.00 $ 14.50 $ 250.00 11,708.70 32.08 1/1/05 tocoe 53 days THIRD PARTY CONSULTANTS: LAM Exchange Fee Refund BDC, Inc. Deposit TITLE PREMIUM/FEES: ALTA Portion of Owner's Policy for a of Liability $1,336,956,00 CLIA premium paid by Seller } 267.40 ALTA LOAN POLICY IN THE AMOUNT OF $1,400,000.00 500.00 $ 1,336,856.00 $ 2,000.00 $ 60,000.00 $ 650.00 $ 22,300.21 Binder 129.83 Endorsements to Owner's Policy: Modified 100.0 Comprehensive- Modified 500.01) 116.1 116.7 119.00 103.7 25.00 110.1 100.00 111.5 50.00 100 - Total $ 1,691.23 1/2 Escrow Fee $ 750.00 $ 24,000.00 $ 482.40 $ 1,400,000.00 $ 340.04 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Parcel Map Guarantee Miscellaneous Charges Estimated Recording Fees Estimated UCC Filings 50% Est. UPS Chargcs/Messenger Fees/Copies/Wires h 100.00 $ 200.00 S 150.00 S 125.00 EXHIBIT "B" January 4, 2019 Page 57 SUBTOTALS $ 1,424,822.44 $ 1,424,822.44 Refund s 0.00 TOTALS $ 1,424,822.44 $ I,424,822.44 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement PURCHASE AGREEMENT (Lodi Southwest Associates, L.P.; Sale to Browman Development Company, Inc.) THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 20, 2001, by and between LODI SOUTHWEST ASSOCIATES, L.P., a California limited partnership ("Seller"), and BROWMAN DEVELOPMENT COMPANY, INC., a California corporation ("Buyer"). RECITALS A. Seller is or is expected to be the owner of that certain land (the "Property") located near the SW corner of Highway 12 and Lower Sacramento Road, in the City of Lodi, County of San Joaquin, State of California, which is more particularly described on Exhibits "A-1" and "A-2". The land described on Exhibit "A -I" is herein called the "Initial Property" and the property described on Exhibit "A-2" is herein called the "Additional Property". B. Buyer desires to purchase such property on the terms and conditions hereinafter documented. NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, it is hereby agreed as follows: 1. Purchase and Sale. Upon the terms and conditions hereinafter set forth, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property. 2. Purchase Price. The purchase price (the "Purchase Price") for the Property shall be an amount equal to the product of (a) $4.65 and (b) the total "Net Usable Square Feet" in the Property. As used herein, "Net Usable Square Feet" means total square footage excluding square footage of any road dedications ultimately required by the City of Lodi under the City of Lodi's present plan for final road dedication in connection with the expansion of Lower Sacramento Road and Highway 12 and the ultimate design for the collector road to Highway 12. The net square feet or acres shall be determined by a survey prepared (as soon as possible after the information is available but in all events 30 days before the Closing Date) by Phillippi Engineering, Inc. ("Surveyor") and paid by Buyer, who shall certify to both Buyer and Seller the results of such survey. The parties anticipate that there will be approximately 1,524,516 Net Usable Square Feet in the Property and that therefore the Purchase Price will be approximately $7,089,000. 3. Payment of Purchase Price. The Purchase Price shall be paid to Seller by Buyer as follows: 3.1 Deposit. Concurrently herewith, Buyer shall deliver $100,000 (which, together with all interest earned thereon while in escrow, is herein called the "Base Deposit") to North American Title Company ("Escrow Agent"), at its offices at 6116 La Salle Avenue, 2°d 452991_5 - PURCHASE AGMT 08/22l01 1 EXHIBIT "B" January 4, 2019 Page 58 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 59 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date to eve written. 45299 t 5 - PURCHASE AGMT 68/22/01 SELLER: LODI SOUTHWEST ASSOCIATES, L.P., a California limited partnership By WENTLAND-SNIDER SOUTHWEST ASSOCIATES, L.P., a California limited partnership, General Partner By LWM SOUTHWEST, INC., a California corporation, General Partner Lori Wentland Mclnto - President BUYER: BROWMAN DEVELOPMENT COMPANY, INC., By- Name: yName: Title: a corporation 20 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement 2. Table 2.2- SANITARY SEWER CONSTRUCTION COST q. Knife River Construction Company Schedule of Costs Section C -Sanitary Sewer KNIFE IVER CONSTRUCTION AN MPU RESOURCES COWAN?' EXHIBIT "B" January 4, 2019 Page 60 ELVEN WESTERN BUILDERS, INC, WAL-MART LODI, CA 06/23/15 REMISED WAL-MAFi1 - OFFSITE - LOWER SACRAMENTO RD hSTGATE DR Hem Description Cue atilt; Unit Coes Total C. SANITARY SEWER 1 SU SEWER TRUNI(LINE (SDR26 PS11.0 470 LF $ 175.00 s 022$0,00 2 50" INI]LISTRWL WASTE LINE IsDR26 P$115) 1,358 LF $ 157.00 $ =Jaw S 24' SaWER TRVNKLINE ISOR25P$11Gi 1.7w lF $ 127,60 3 220,575.00 4 21- SEWER TRUNK LINE (SEIR26 PS115) 412 LF $ 117.60 $ 48,41000 5 48" SEWER NFNI•IDLE 10 EA 8 3,675.00 3 35,75004 5 41." INDUSTRIAL WASTE MANI.0LE 5 CA $ 5.425 00 S 17.12500 7 8' SDR35 72 LF $ 24.75 S 1,782.00 8 8' LATERAL 3 EA F 750.00 1 2,254.00 9 CONHEGT70 E105T1HC - LOWER SAC 2 EA $ 39,38410 $ ?&,600A8 '0 CONNECT To E5 U8TIHG-WESTGATE 1 EA $ 125150 $ 1,2$9.$0 1 TRENCH PAToH 1 cDIICRQTE REPAIR 1 LS $ 5200.00 $ u.200,17p 12 BY-PASS FLAWING FOR TIE•IN 1 LS INCLL7DED SUBTOTAL NoUR Co X312015 $ 722;991.50 NON 5 $720,731.50 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement r. Sewer Easement Appraisal COMMERCIAL WEST, INC. REAL ESTATE SFRV[CFS AND DEVELOPMENT December 15`h, 2017 Mr. Nanda Gottipathy, P.E. SNG & Associates, inc. 5775 Stoneridge Mall Road, Suite 365 Pleasanton, CA94588 Re: Value of the Easement Land for the Industrial and Domestic Sewer Relocation EXHIBIT "B" January 4, 2019 Page 61 Dear Mr. Gottipathy, We have reviewed the easement area necessary for the relocation of the industrial and domestic sewer lines in the 5unwest Walmart Shopping Center. The value of the easement is $3.50 per square foot of easement area. Thank you, James Step Vice Presi Sewer Easement = 15' width X 1200 LF = 18,000 SF 18,000 SF X $3.50/SF = $63,000 1556 PARKS[DE DRIVE. WALNUT CREEK. CA 94596-3556 • TEL: (925) 588-2222 FAX: (925) 588-2230 1 21,292/963 1 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement S. Eleven Western Builders, Inc. Construction Company Schedule of Costs ILEVEN ESTERN UILDERS) INC. ESCONDIDO, CA (760 746,0349) November 24, 2014 W0lnaae #1789-03 (CCD O.» 1600 Westgate Drive Lodi, CA 95240 L BASIN rk\ty l'TI1.Il' )' )0'OHI,i (OH Sll,) I Cenernl Cloaditions o ConsIrudionCraJ0 staking! Surveying b Cmrslruclian Warr r Clraa-lip d 1310eprirting e Supervision f ICinpor0'1' Fera leg g (Aha, general condition cows 2 511'PPP - Insl¢I lulima iSt maintenance o119501' In ensure compl+onc0 3 SWPI')' - Allowance for mocolenmliOnlinspwion by inspector One basin e, Leda} work only 4 Rust Coneol hu basin and 011)09 work only 9 Srpncnic break,3awn for ulililles e Utilities- Sewer h 110111)41- Sewcf lyyvao] c it Elks - 0Lorn Groin EXHIBIT "B" January 4, 2019 Page 62 QTY UNIT MIT COST TOTAI- 6 Srpnra)e liar item for demotiiinn regnlr d 10 titres at' vine demolition incl. rrmnval 0t011 rods And disposing ofdebTII 5 AhrrrsOo price per acre r1, any amount of dean aI)ost IU ,aresprice pct mar (552 below) e Rc-rellising and 205))4111e vine rows l26 I roses) 7 '['reading 0 a SepkaI01110 ecru to, wading the basin b Sgsnals brae item for impnrlieg and )toed piling all necessary maim -101 c Scram,' Ime item for stack piling remaining basimminCnnl on the Von linden properly in Otc sock pilo 4k=thn0 LdlXXcm 11051 of the basin si)e d Separne line item liar the gravel and fab5c l pool ('onstrorlionl road as rel forth on lite plods Oilier seam require for offslse not 1Jcn11940 on (lCI} 43 Cosi Urea kduwn Fain Discs 1:01, 501,0 at bnai0 laws or original bidle nlmci drmvnlgs) 1 i sot nil. bast, rack hraklwull Drowin8 0 1.400 X-08 — c Maintain S N' PPP at etOsilo stockpile ar¢o-. L Itemor: and replace 10-10L010n finis l new crossing 111 haul road r Street 9anlca10 '10'1'11. FOR 111S15 .Am) ('1-11.9'9"5' 917100 (011451,) (5mlidemiel proposal provide,) Ira Raved Wet1e011 (hinders 1 LS 41.47900 41437) 1 IS 8,10000 58.8011 1 1,5 050000 96,500 I 1.3 1.500.00 91,000 Id 13,3( 8500.00 9119,000 I IS 15,63900 010,6)4 14 199) 956.00 513.500 LS 41377 00 549377 LS 500030 15.000 2 WIC 2,65000 05300 1 9.9) 200.630.00 1'_1:6,6)0 I I.0 31.310000 )}1.4x10 I ki 364,300.131 036'10)1: 10 51.00000 5011,(190) See Brion I.0 In uhnve 1,S 31,50000 973500 • L0 119,105 0(3 0117,103 • IS 37.50(100 037.500 • 1.S 61,1113011 966.198 1 LS 00,000.00 920,000 " 19 011.544.00 550,544 ' 19 WITS 1400.00 91.1000 • I 15 15.000.0)1 015.000 ' 1 J.S. 11ll1500 01.0511 PH 1 Sewer (25%) $ 44,802.25 $ 12,394.25 $ 1,250.00 $ 1,325.00 $ 206,680.00 $ 31,000.00 $ 297,451.50 Basin+SD (75%) $ 134,406.75 $ 37,182.75 $ 3,750.00 $ 3,975.00 $ 369,360.00 $ 90,000.00 $ 31,500.00 $ 119,105.00 $ 37,500.00 $ 66,188.00 $ 28,000.00 $ 50,544.00 $ 14,000.00 $ 15,000.00 $ 1,000,511.50 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 63 3. Table 3.2- Segment 1 Storm Drain Construction Cost (Westgate Dr. Offsite Imp. Plans} t. Knife River Construction Company Schedule of Costs Wal-Mart Offsite — Westgate Dr. (Section B — Storm Drain Cost Schedule) KNIFE RIVER CONSTRUCTION AN MN RESOURCES GC WAN?' ELEVEN WESTERN BUILDERS, INC. WAL-MART LODI, CA 06f23115 REVISED WAL-MART - OFFSITE - LOWER SACRAMENTO RD J WESTGATE DR Item Description Quantity Uni[ Cost TofilI B. STORM DRAIN 1. 42"RCP CL3 V 8 LF $ 101.00 2. 38" RCP CL3 -7001-F826 LF $ 76.75 3. 24" RCP CL3 420 Lf $ 42.25 4. 18" RCP CL3 3130 L ,500 LF $ 34.05 5. 12" SDR35 420 LF $ 32.75 6. 48' STORM MANHOLE ! gA 14 EA $ 2,250.00 7 CURB INLET - CITY OF LORI 12 EA $ 1,840.00 8 CONNECT TO EXISTING 1 EA $ 6,750.00 12 TRENCH PATCH 1 CONCRETE REPAIR 1 LS $ 6,500.00 SUBTOTAL $ 8,080.00'+' 63,395.50 ,,..,72..6* 1 5,070.00- ; 51,075.00 *12 939 13,755.00 31,500.00 1 , 7S-0 $ 22,080.00 $ 8,750.00 $ 5,500.00 X95, 5trr $ 208,205.50 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement U. Contract Change Request #42 Wal-Mart Stares, Inc. Project Information EXHIBIT "B" January 4, 2019 Page 64 Blue cols I:1JSi Dc populated by the Ganaral Cc^tri: SAP Number fax: LrsNc-000123j SAP Description Stare Number Sequence Number City State General Contractor Project Manager Project Manager Phone Number Cor etrUCticn Manager CM Phone Number Architect of Record AOR Phone Number Civil Consultant C€C Phone Number Out to Bid Bid Date Contract Start 711412014 712112014 7122/`014 Change Request Information Reloo Uon 1789 1789-03 Lodi CA Eleven Western Builders Dave ',Fitton 916-223-7907 Julie Duncan 916-709-0928 Perkowitz & Ruth Architeoks 582-901-15131 Laurie Loaiaa 916.771.9503 Construction Start 7122/2014 Contract Completion 6/3/2018 Possession 9/6,+201$ Change pertuest ft 42 Version Date Submitted Description of Request 2/25/2016 SCD/CCD 4 RFI 253 Date SCDICCD Issued Sept 23,2014 Approved ATP Limit $ 11,0(10.10 Installation of new Sturm drain at Westgate and Kellleman impacted by existing City water main. City advised re-route around existing line. 618/2017 Project Inlarmation Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Walmart q;Ak I. Estimating Score Seq Stora Type 1789 1789-04 Relocation City Ladf Stade SAP Number CA USRE-000420 Change Order Evaluation Approved ATP Limit $ 11.000,10 Contractor Proposed Cost $ Viral -Mari Ewatuation $ Evaluation Date SCofCCO # CCD Issued FtFI H53 Sept 23,2014 Construction Manager Architect of Record AOR Phone Civil Consultant CEC Phone General Contractor Project Manager Project Manager Phone Description of Request CRS CO Version EXHIBIT "B" January 4, 2019 Page 65 Reviewed by Submitted on 05/16 Julie Duncan Perk9wil2 & Ruth Architects 582.901.1561 Laurie Loaiza 916-771-9503 Eleven Western Builders Dave Vittwa 91 e -22:1-7x07 installation of new storm drain at Westgate and Kettlernen Impacted by existing City water main. City advised re-route around ekisling line. Cost Analysis & Recommendations Change Order Category: 6/812017 Eva] Lodi Shopping Center (Sunwest Village) Reimbursement Agreement 4. Table 3.3- Basin Excavation & Westgate Phl SD Extension v. Contract Change Request #20 Wal-Mart Stores, Inc, Project information Blue cells must be poprilalad ap the General Contractor. SAP Number rex: USNC-O65123} SAP Description Store Number Sequence Number City State General Contractor Project Manager Project Manager Phone Number Construction Manager CM Phone Number Architect of Record ACR Phone Number Civil Consultant CBC Phone Number Out to Bid Did Date Contract Start 7114/2014 EXHIBIT "B" January 4, 2019 Page 66 3140466_1, Kis Relocation 1789 -3 Lodi CA Eleven Western Builders Dave Vltton 916.223-79.37 Julio Duncan 916-709-092$ PerkowltzA Ruth Architects 582-901-1561 Laurie Loeize 712112014 712212014 Change Request Information 915-771-9503 Construction Start 7122f2014 Contract Completion 11124/2014 Possession 711712015 Change Request # 20 SCD/CCD 4 4 Version 4 2 Date SCDICCD Issued 112212015 Date Submitted 812612015 Approved ATP Limit $ 29r018.10 Description of Request 11812017 Project Information Lodi Shopping Center (Sunwest Village) Reimbursement Agreement 31404E6_1 Ki The arfiact scope was WWI tea CCD 4add dunngasub,eguenL m4B4ng with 4Wtrr4n 4rs1 J rn Ver!Ruilen, EWBwas II nr.IRQ I4 rEirrorg an 9ddilixvi d >S 1•e8 of o nayards anti mate a fie* 8011 stockpile rerun Wasiafdw datentkm treNn. TheLO4 eras adjusted per RFI K24. A11eotiid Is CCD114 6-.1 RFI 121 it thig e,e i51rr 1e610 pgriprm Itrt wart 6ta2017 Pqf 9[J Irvamunon EXHIBIT "B" January 4, 2019 Page 67 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement w. Contract Change Request #23 4tal-Mart StOre6, Inc - Pro ect Intormatiori Hue 7e is mos'. ue poputrded 6M Ihr Gentled Can tactor. q1 «5l D_1.rls SAP Numbrra. LISNC-Men#15 SAP aeeeflpllen ReldaliOn More NurMGe+ 1390 Sepuenoe Number - ✓ ito. Lodi Stile General Conllreelor {turn Werfem Bulders PraJaci !Manager Deva V1IOO Praje l r/enepef Plhone Number n7a7,761- .Co neeruclidrl Manager Jule Cirra t he Pi ono Number 915-710fi920 Aft1Qec1Or72e ord PerkaxfzaRuth iircntects ADM Phone Nunbor 592431 -1 55' CIO Cone4MPht Laurie. Cosies CSC Phone Number 91£+771- 543 OUt tO Bid 7.114 121:11.1 Cpaetnlellon 5104 712120121 aid ban 7.1721r2Oie ContractGomplellon 1112412014 C011uraSIAN 712212014 aOeeesslon 7riT2015 Chancie Request Information Chpreag Requoer x d3 1001600.g nfa ✓ erelonN 1 Clete SCLNCC611euatl oil DA. 9ubmlitod andf. aif. Approvod n7P Llmk $ 41.098�0 Description at Request 1302517 Prajo41Impnnisco EXHIBIT "B" January 4, 2019 Page 68 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement 314 10_1.xk ThlilKW.or 42-,.%)..142.' storm dram lar below Ihr acoeba road wenlry tea ifeeshistria LvllitKEasternenL Pere ?gln4areil 4p Wilde CeetIn Rate (CIPi Bann n IIe4 4t ALP vol'ith muted Nd 0091 wimp FNWr+7n9 irmrsieli6e at the LOD forcing, massed end paele and 6unreOn] it was determined the carhsine Dr ripe orae ep r . Ilk Foot ten haus from the LOB? elle MOON. Tlrr did not provide 26olegjel6 aawoe io Install the GIP stint drain. EWB nigott410 N. (Vacate 44 QIGe hammier the mut rerrahr wits rejected. Only viehb eeluli60 ED ineF I PCP �e IWIneW.le:li e!.T i any Icer raged MUM) twcktll reaulttg inxn aonoerns that mgFhprlral CJIriti3d4'} 0d01 riOL be Achieved duo- *WOO spac4 &a2017 Prajed Informahan EXHIBIT "B" January 4, 2019 Page 69 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement W lm ft :( Estimating Store :Rom 1T94/ 9 ReIxollan 314]516_1.x74 CRM 27 pp Version 1 $19 IN BAP 1Juraber Reviewed . SllElllNllelals cA LI£RE-0G6d20=NM 5 Change Order Evaluation Appra4ud ATP Lime il,Qep�,�{F Cgsiructlen■anager dune barman Coeire6Wr Wq}essel Cosi E ArchdeotofRecord Parltrek&Ruth Arc1•ile1l9 •#4 AQR Phone W-441-1911 We Ake IlWO11411 $ 6.41uok1oi1 Oita 3CQ°CCD pc D 113044 nia nra ChMCoreullar# L4urie Lame GEC Pllogll 910-77141543 [urinal Cararx7or Pro*ca Mama op: Pr4.04 M9nrg4r Phone omcrfpiinn of stag uast Elwin Warta &Aden Dime 4nor+ 9l.-233-7907 The swan el AT and 48T rlYerm drain 100 Yeller gr9 EnX an rmd Minn the Westgate UIQ. Ey76MIerllwe9 r9-{ilplrW9raG h� Mann C2st In Place CCM} elorrn in lieu of RCP 74hiN1 fawned h 4 cog suwigs Foaming meCeleli]l'I of the LOD fenPnp linpyarq end posts and sweeping Syron deterrn'ried tee WWI* di pr•7¢ Wld shrine irc frac ten iridian Om, INN LOU JUGS will! rh 4 c ne vJ o adequate spam bins& Rib C I P Herm drain EMI rngJac l od 7a r e lx el a th e Pim hi:m 8 f tl16 repuael14 tomete mis rSyPCled. Ma only viable seance WM le rn1811 RCP L4 Or19tClh limpid. The ' resector required elan bawl Nr.i.dong rrom narrccrns that mechanical CC4Id rd kr ticlemd 6e to Mired spam Cost Analysis 8r Reoammendlabans Change Order Crairgehf' :... e �;+,•C;:'z' . ,. _..r :,+.iww- :;.: ', x ,�._,: .. -:.L..: �.:. EXHIBIT "B" January 4, 2019 Page 70 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement X. Knife River Construction Company Schedule of Costs Pump Station Cost KNIFE #IIE# CONSTRUCTION AN NEU RESOURCES CON P»1 EXHIBIT "B" January 4, 2019 Page 71 ELEVEN WESTERN BUILDERS, INC. WAL•MART LORI, CA DB/25/15 WAL-MART - PUMP STATION Irnrn D ri 4 nit st Total A. SITEWOf 1 ACCESS ROAD (e." AEI W/FABRIC) 5,600 SF $ 2.60 $ 11,060.0. 2 CRUSHED ROCK @STRUCTURE (6-w,FARRIC) 3,003 SF $ 2.95 S $,850-06 $ C11AIN LINK FENCE IN SWING -GATES & MOW STRIP 1 LS $ 19,506.44 $ 13,500.04 4 TRENCH PATCHING;CENTURYI 1 LS $ 20,75500 $ 20,2!00(1 s TRAFFIC OONTROE 1 LS S 7.fl66.9D 3 T,D51100 $ 10061LIZfTION 1 LS 3 17009.06 $ 17,Cd6.O6 B. STORM DRAIN 1. 54' RCP CL8 2. -08'RCP CL3 3 4$' RP 013 • GENFURY 110' STQFRM MANHOLE 5. S/ORM WAN PUMP 97ATION 7 $4" OUTFAILL STR-IXTURE WJRIP RAP 8 TIF•INTO EXITING STORM DRAIN G. WATER SYSTEM 2 IO'0940CUM' V. SERVICE METER BOX ONLY;METER 8 CITY) 3 BLOW OFF 4YI'19' C4V 6 CONNECT TO EXISTING $456TO741 1 $ 77.$2500I 106 LF 1 2464 6,9T0.3p 256 LF i 135.69 3+,561103 176 LF 218.00 S 36,366.00 1 EA 3 0.180.00 $ 6500.00 1 LS 8 967.70000 3 067.104.04 1 L$ S 54,069.06 S 54,446.66 4 EA $ 3,000.00 $ 12,M.00. $(.111TQTAL 200 LF $ 55.00 1 EA. 5 4.400.06 1 EA $ S 330.06 1 EA 3 1,000 03 sUeTQTAC L .939,068.16 $ $ 5 t4,391A0 4,406.06 354.0) 1,940.00 3 25,059.30 WAL•MA T - PUPA P STATION TOTAL $ 941,773.00 MBUR COnlid ril l 6125/2015 ria ;p ' Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Cl KNIFE RIVER CONSTRUCTION AN MDU RESOURCES COMPANY EXHIBIT "B" January 4, 2019 Page 72 cn w.kuiferiver.com Northern Cattfornia Division --Stockton 655 West Clay Street Stockton, CA 95206-1722 Ph: (209) 948-0302 Fax: (209) 948-6652 June 25, 2015 ELEVEN WESTERN BUILDERS 269 Technology Way, Ste, B7 Rocklin, CA 95765 Contr. Lie. No, 334653 DSS Company Re: WAL-MART OFF-SITE STORM DRAINAGE & DRAINAGE PUMP STATION IMP. Lod i, CA Knife River Construction is pleased to offer for your review and consideration the following proposal for work at the above referenced project, Our bid is based on unapproved plans prepared by BAUMBACH & PIAZZA, INC. (Off -Site Storm Drainage and Drainage Pump Station Improvements; Sheets 01-14; Dated 05/19/2015); City of Lodi Standard Plans and Specifications The following information is offered to clarify the scope of work described below and as shown on our Detailed Bid Pricing Sheet. (See Attached Bid Pricing Documents). Items not shown on Bid Pricing Sheet are excluded unless otherwise noted below. Please note the following items are excluded from our bid: 1. ALL bonds, fees, permits, engineering, staking, and testing, 2. Dust control when our crews are not physically working on the site, such as after normal working hours and weekends. 3. Storm Water Protection Plan & Implementation 4. Testing, excavation, removal, handling or other related costs caused by the discovery of contaminated, hazardous, corrosive and/or buried materials on the project site, 5. Capping, sealing, or abandoning of wells. 6. Irrigation line removal, disposal and backfill. 7. Adjusting or patching of existing utility iron not shown on the plans. S. Repairs to existing roadways due to construction traffic. 9. Irrigation, or landscape work. 10. Cathodic protection. 11. Removal and/or recompaction of "soft" or unstable areas. 12. Winter maintenance including pumping rain water, constructing temporary roads, soil treatments or other work to make the site workable during tines of inclement weather. 655 W. Clay St., P.O. Box 6099 • Stockton. CA 952013 + 2081948.0302 + Fax 2091948.5652 • Contractors License No. 334653 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Wal-Mart (Lodi) — Drainage Pump Station 06/25/15 13. Dewatering. 14. Construction Staking 15. Quality Control Testing (i.e. Concrete and Compaction) 16. Erosion Control (Installation & Maintenance) 17. Traffic Control for work by others. 18. Over excavation 19, Electrical, Traffic Loops, Etc. CONDITIONS TO THIS BID; EXHIBIT "B" January 4, 2019 Page 73 1. Knife River Construction requires 48 hours notice prior to starting any digging/excavating work in order to notify Underground Service Alert (USA) utility locating service. Any privately owned utilities would need to be located by the owner of the property prior to commencement of work. 2. Our proposal is based on our quantities as derived from the bid set of plans. Final Quantities will be determined based on approved Plans. Owner/Engineer has not sufficiently identified the changes through the Bid Process, it is possible items have been inadvertently missed during the process; KRC will utilize the final approved plans to determine the final project quantities. 3. One move -in per phase and one continuous operation each move -in. 4. Our proposal is based on having clear, unobstructed continuous access to all areas of work for each stage of work (i.e. grading, underground, concrete and paving). 5. Any phasing of work will result in additional costs due to reduction in production and added move -ins. 6. Any work requested by the Owner/Client to be performed in inclement weather or over optimum moisture conditions, will result in additional costs that will be negotiated with the Owner/Client. 7. Any overtime requested by the Owner/Client to expedite completion of this project must be approved prior to the work being done and any additional costs will be negotiated. 8. There will be no repairs of damage to work by others at our expense without prior notification to Knife River Construction, 9. We have based our proposal on being awarded all the work quoted and the entire job being constructed concurrently under one contract. If portions of the work are going to be deducted from our scope, we will need to revise our proposal accordingly. 10. This proposal is based on using conventional construction equipment, We are not responsible for structure damage due to vibrations from our equipment or any other reason other than negligence. I I. Construct reinforced concrete wet well pumping structure to include metal embeds, grating and support steel. We will assist installation of the 48" and 54" RCP precast bell sections (supplied by others) in our wall form, 12. Mechanical installation to include (3) submersible storm water pumps, discharge piping, flap gates and (3) motor operated slide gates, 13. Complete electrical installation including the diesel generator, instrumentation. We include foundations for the electrical equipment and generator foundation, transformer pad, bollards and secondary conduit to our main service panel. The 655 W. Clay St.. P.O. Box 6099 • Stockton. CA 95209 • 209r94a,0302 • Fax 209/948-6652 • Contractors License No. 334653 amv.dssoomoaw cont Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Wal-Mart (Lodi) — Drainage Pump Station 06/25/15 EXHIBIT "B" January 4, 2019 Page 74 transformer, primary conduit (WE HAVE INCLUDED 100'), primary wire and secondary wire to be furnished and installed by others. 14. All startup and testing as required to demonstrate a fully operational storm pump station. 15. Our proposal does not include participation in any OCIP or Wrap insurance programs, If participation in these types of programs wilt be required for the project, then we will need to adjust the contract price. The adjustment will be determined by a mutually agreed upon percentage of the contract price. 16. Pricing subject to review aka) plans, soils report and contract documents. 17. This proposal remains in effect for thirty (30) days from the date of the proposal. After this time we reserve the right to revise our proposal due to any cost escalations, 18. The exclusions and conditions in this letter shall be made a pail of any subsequent contract. 19. If this proposal is accepted we will participate in constructing a mutually agreeable schedule. 20. This bid is based on availability of an on-site water source; no provision for rationing is included. 21. Any material to be exported will require a letter from Owner certifying material is non- toxic or non -hazardous. 22. Extra work will be done at cost plus 15%. We appreciate the opportunity to bid your project and look forward to the possibility of working together. Please call me if you have any questions. Sincerely, KNIFE RIVER CONSTRUCTION S -fear, Mr.17eak, Steve McPeak Estimator / Project Manager 655 W. Clay St. P.O. Bax 6099 • Stotklan, CA 95206 • 209/548.0302 • Fax 2091948.6852 • Conlraclars License No. 334853 614610100anv.rom Lodi Shopping Center (Sunwest Village) Reimbursement Agreement y. Contract Change Request #62 Lodi Electric Change Order — Pump Station Power Wal-Mart Stores, Inc, Project Information Blue cells must be populated by the Genoral Contractor. SAP Number feK usNc-ac-0i23 SAP Description Store Number Sequence Number City State General Contractor Project Manager Project Manager Phone Number Construction Manager CM Phone Number Architect of Record AOR Phone Number CIvII Consultant CEC Phono Number Out to Bid Bid Date Contract Start 711412014 EXHIBIT "B" January 4, 2019 Page 75 3140/31_1 xls Relocation 1769 3 Lodi CA Eleven Western Builders Uave Vitton 916-223-7907 Julie Duncan 7121/2014 7122x2014 916-70-0028 Perkowitz & Ruth Architects $62-901-1561 Laurie Loaiza 916-771-9503 Change Request Information Change Request # 62 Version # 1 Construction Start 712212014 Contract Completion 613/2016 Possession 616!2416 Date Submitted 51412016 Description of Request SCD/CCD # ria Date SCDICCD Issued n/a Approved ATP LImit $ 48,950,00 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement 61g$2017 EXHIBIT "B" January 4, 2019 Page 76 3140731_1.x16 The recently received Loth E=tectric drawing modified the scope of work required to provide electrical power to the pump station. The drawing includes 3- 2" conduits from existing electrical vault across Lower Sacramento to the new transformer at the pump station. The added scope of worked increased the conduit run, bore under Lower Sac and continue conduit run down Century Road and tie into existing vault. Repair AC and concrete as needed Project Information Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Walmart Estimating Stare Seq Stomps 17$9 3 Relocation EXHIBIT "B" January 4, 2019 Page 77 2.14073t_i xis CR# 62 CO Version 1 City State SAP Number Reviewed by Submitted on Lodi CA USRE x,:34 JJ a5f04116 Change Order Evaluation Approved ATP Limit S Contractor Proposed Cost $ 48,950-0 33,488.66 Wal-Mart Evaluation $ Evaluation Date SCDICCD # CCD issued rda rife Construction Manager Architect of Record AOR Phone Civil Consultant GEC Phone General Contractor Project Manager Project Manager Phone Description of Request Julie Duncan Perkowitz & Ruth Architects 562.901-1561 Laurie Loaiza 916-771-9503 Eleven Western BUitders Dave Vitton 916-223.7907 The recently received Lodi Electric drawing modified the scope of work required to provide electrical power to the pump station. The drawing includes 3- 2" conduits horn existing electrical vault amass Lower Sacrarnento to the new transformer at the pump station. The added scope of worked increased the conduit rain, bore under lower Sac and continue conduit run down Century Road and lie into existing vault. Repair AC and concrete as needed Cost Analysis & Recommendations Change Order Category. 6912 017 Eva! Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Appendix B - Proof of Payment Back-up EXHIBIT "B" January 4, 2019 Page 78 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 79 a. Proof of Payment Letter (Browman Development Co.) eec BROWMAN DEVELOPMENT COMPANY, INC. Deoeicpnieni . irasiny • 1.ienagemeni December 13`h, 20117 Mr. Nanda Gott pathy, P.E. SNG & Associates, Inc. 5776 Stoneridge Mall Road, Suite 365 Pleasanton, CA 945BR rte: Proof of Paymont Dear Mr. Gottipathy, As requested, please Rnd the enclosed proof of payment to eleven Western Builders, Inc. Eleven Western Builders, Inc. (EWBI). acted as the General Contractor on behalf of Walmart and BDC Lodi III L.P. terowman Development Company, Inc.) and E4116I entered into a contract for $26,19$,578.41 (both phases of the project) plus $1,921,578.70 in change orders_ The above amounts included all work necessary to complete on-site, off-site and building obligations- We have included the Affidavit of Total Release and Certificate of All Bills Paid for the entire contract amount plus Change orders as a proof of payment_ Thank you, Aaron Zuaack Director of Construction 1556 PARKS]PE DRIVE, WALNUT CREEK, CA 945963555 • (925 588-2200 • FAX: (925) 58B-2230 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement b. Affidavit of Total Release and Certification of All Bills Paid Alf L]r,WIT QF 1007y4L RELFJk?H} DCEH.7IFJCJ11 DUN OF .AJ .1. MIL P.MD EXHIBIT "B" January 4, 2019 Page 80 7EIC LrnM[ RS1.'EIr' Siate&• aenll-ed. Um i1 (ad 51021 t.r rarad rad ad auhortyaJ iid rmipa him NJ u ST.R:pIG �0'dr.i er fire (lire!, War, 9c 11Ewr * le orae rray be, or IIYd corpirulec roma Likrce bra CrrEruddel cmil-zerci its aklifaden An iMs ot17u r tit { Mrd +FGRR 2NI mow. In cumrikrtih■ Er the Ail Aid Mal prtyrrea[ ii cr111101oe rot d112n1eas Ih.iue#m Mb drtlh$ec4 #ra Cuarient ltrh} reiearil ud utf Ll IIJ FRd iirleI lc. 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LL a. • 2:1i1f9I plowi ROI: • tre•rtr lin Iry Goa i4 GwaaL 14 Fhb fl.t7i' IX? 7U• 1. paile0-15 MIN, 1.1 Lodi Shopping Center (Sumvest Village) Reimbursement Agreement Site No. APN Acrn:2e 1 058-03-009 33.21 _ 058-03-010 4.07 $ 1,335,619.77 BDC Lodi III $ 24,083.40 $ 48,979.89 ._e^,,,., , 32.76 - 058-03-016 22.02 S 591,432.90 058-03-004 0.95 r: 058-03-030 5.61 $ 1,933.58 058-03-031 42.1.- $ 33,196.04 058-03-03= 15.22 487,325.55 $ 206,549.20 5. 10 058-03-034 6.33 11 058-03-006 1.53 12 058-04-001 39.09 13 058-04-002 39.07 14 058-04-004 14.28 15 058-04-005 5.41 16 058-04-014 26.75 17 058-04-015 2.40 18 058-04-006 1.00 19 058-04-007 1.00 20 058-04-008 1.00 21 058-04-009 1.00 22 058-04-010 1.00 23 058-04-011 1.00 24 058-04-012 1.00 25 058-04-013 1.nri Total: 303.88 Westgate Drive Frontage Improvements $ 407,934.14 $ 233,982.10 3 542,108.'9 S 1,184,025.03 Sewer Sewer Total $ 220.233.91 $ 250.14 0 245,939.74 $ 373-125.84 IS 907,397.79 Storm Drain SD Total $ 537,734.69 $ 79,044.36 $ 890,734.76 $ 325,800.69 17,037.91 0 100,613.34 8 218.372.1 21,952.00 $ 147,420.25 135,656.12 $ 45,774.32 17,341.67 $ 83,502.88 7,693.16 $ 3,205.48 3,205.4S $ 3,205.48 3,205.4S $ 3,205.48 3,205.4S 3,205.48 $ 3,205.48 S3,317,222.45 EXHIBIT "B" Reimbursement Fees Total Reimbursement (Construction Costs +p. (Construction Costs) Basic Land Cost (Application Fee. Engineering. Plan Check Fee,,InsFee)Fees) 3 1,002,064.60 $ 163,838.14 $ 169,717.02 $ 1,335,619.77 S 289,193.20 $ 24,083.40 $ 48,979.89 $ 362,256.49 3 1,407,392.34 $ 271,390.95 $ 238,366.31 $ 1.917.149.59 S 591,432.90 $ 107,493.63 $ 100,169.42 $ 799,095.96 3 11,416.48 $ 5.621.43 $ 1,933.58 $ 18.971.49 5 67,417.30 $ 33,196.04 $ 11,418.29 $ 112,031.63 487,325.55 $ 206,549.20 $ 82.537.04 $ 776,411.78 146,323.17 $ 72,049.02 3 24.782.37 $ 243-154.56 24.707.66 $ 12,165.96 S 4.184.67 $ 41.058 29 s - $ - 3 - $ - 3 14,709.23 $ '.242.-- S 2,491.26 $ 24.443.26 S 147 420.25 $ - S 24,968.18 $ 172,388.43 3 135,656.12 $ - S 22,975.72 $ 158,631.84 S 45,774.32 $ - S 7,752.68 $ 53,527.00 3 17,341.67 $ - S 2,937.11 $ 20,278.79 S 83,502.88 $ - S 14,142.66 $ 97,645.54 3 7,693.16 $ - S 1,302.97 $ 8,996.13 S 3,205.48 $ - S 542.90 $ 3,748.39 3 3,205.48 $ - S 542.90 $ 3,748.39 S 3,205.48 $ - S 542.90 $ 3,748.39 3 3,205.48 $ - S 542.90 $ 3,748.39 S 3,205.48 $ - S 542.90 $ 3,748.39 3 3,205.48 $ - S 542.90 $ 3,748.39 S 3,205.48 $ - 0 542.90 $ 3,748.39 3 3,205.48 $ - S 542.90 $ 3,748.39 $ 4,505,014.72 I S 903,630.56 $ 763,002.40 I $ 6,171,647.67 EXHIBIT "C" Reimbursement Agreement RA1801 Lodi Shopping Center Public Improvements Reimbursement Summary or Area of Benefit Site No. APN Acreage 1 058-03-009 33.21 2 058-03-010 4.07 4 058-03-016 22.02 5 058-03-004 0.95 6 058-03-030 5.61 10 058-03-034 6.33 11 058-03-006 1.53 12 058-04-001 39.09 13 058-04-002 39.07 14 058-04-004 14.28 15 058-04-005 5.41 16 058-04-014 26.75 17 058-04-015 2.40 18 058-04-006 1.00 19 058-04-007 1.00 20 058-04-008 1.00 21 058-04-009 1.00 22 058-04-010 1.00 23 058-04-011 1.00 24 058-04-012 1.00 25 058-04-013 1.00 Total: 208.72 1/04/2019 Reimbursement Fees Total Reimbursement (Construction Costs + Fees) (Construction Costs) Basin Land Cost (Application Fee, Engineering, Plan Check Fee, Insp. Fee) $ 1,002,064.60 $ 163,838.14 S 169,717.02 $ 1,335,619.77 $ 289,193.20 5 24,083.40 5 48,979.89 $ 362,256.49 $ 591.432.90 5 107,493.63 S 100,169.42 $ 799,095.96 $ 11,416.48 5 5,621.43 S 1,933.58 $ 18,971.49 $ 67.417.30 $ 33.196.04 5 11.418.29 $ 112,031.63 $ - $ - S - $ - $ 14,709.23 $ 7,242.77 $ 2,491.26 $ 24,443.26 $ 147,420.25 $ - $ 24,968.18 $ 172,388.43 $ 135,656.12 $ - $ 22,975.72 $ 158,631.84 $ 45,774.32 $ - $ 7,752.68 $ 53,527.00 $ 17,341.67 $ - $ 2,937.11 $ 20,278.79 $ 83,502.88 $ - $ 14,142.66 $ 97,645.54 $ 7,693.16 $ - $ 1,302.97 $ 8,996.13 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 2,439,266.00 I $ 341,475.43 $ 413,132.01 I $ 3,193,873.44 Note: Reimbursement Allocation Summary excludes Parcel 3 and Parcels 7, 8, & 9- the parcels owned by co -applicants of this Reimbursement Agreement Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Site No. APN Acreage 1 058-03-009 33.21 2 058-03-010 4.07 $ 1,335,619.77 IDC Lodi III $ 24,083.40 $ 48,979.89 058-03-012, 058- 32.76 $ 271,390.95 03-019 to -0.- 0"4 $ 1,917,149.59 4 058-03-016 22.02 5 058-03-004 0.95 6 058-03-030 5.61 7 058-03-031 42.0-_ 8 058-03-033 15.22 9 058-03-C $ 72,049.02 10 058-03-034 6.33 11 058-03-006 1.53 12 058-04-001 39.09 13 058-04-002 39.07 14 058-04-004 14.28 15 058-04-005 5.41 16 058-04-014 26.75 17 058-04-015 2.40 18 058-04-006 1.00 19 058-04-007 1.00 20 058-04-008 1.00 21 058-04-009 1.00 22 058-04-010 1.00 23 058-04-011 1.00 24 058-04-012 1.00 25 058-04-013 1.00 Total: 303.88 Westgate Drive Frontage Improvements $ 407,934.14 $ 233,982.10 542,108.79 $ 1,184,025.03 Sewer Sewer Total $ 220,233.91 $ 250.14 $ 245,939.74 $ 373,125.84 S 67,848.16 $ 907,397.79 Storm Drain SD Total $ 537,734.69 $ 79,044.36 $ 890,734.76 $ 325,800.69 $ 17,037.91 $ 100,613.34 $ 626,026.59 $ 218,372.19 $ 36,873.62 $ 21,952.00 $ 147,420.25 $ 135,656.12 $ 45,774.32 $ 17,341.67 $ 83,502.88 $ 7,693.16 $ 3,205.48 $ 3,205.48 $ 3,205.48 $ 3,205.48 $ 3,205.48 $ 3,205.48 $ 3,205.48 $ 3,205.48 $ 3,317,222.45 EXHIBIT "B" Reimbursement Fees Total Reimbursement (Construction Costs +Fees) (Construction Costs) Basin Land Cost A hcation Fee, pp Engineering, Plan Fee, Insp. Fee) $ 1,002,064.60 $ 163,838.14 $ 169,717.02 $ 1,335,619.77 $ 289,193.20 $ 24,083.40 $ 48,979.89 $ 362,256.49 $ 1,407,392.34 $ 271,390.95 $ 238,366.31 $ 1,917,149.59 $ 591,432.90 $ 107,493.63 $ 100,169.42 $ 799,095.96 $ 11,416.48 $ 5,621.43 $ 1,933.58 $ 18,971.49 $ 67,417.30 $ 33,196.04 $ 11,418.29 $ 112,031.63 $ 487,325.55 $ 206,549.20 $ 82,537.04 $ 776,411.78 8 146,323.17 $ 72,049.02 $ 24,782.37 $ 243,154.56 24,707.66 $ 12,165.96 $ 4,184.67 $ 41,058.29 $ - $ - $ - $ - $ 14,709.23 $ 7,242.77 $ 2,491.26 $ 24,443.26 $ 147,420.25 $ - $ 24,968.18 $ 172,388.43 $ 135,656.12 $ - $ 22,975.72 $ 158,631.84 $ 45,774.32 $ - $ 7,752.68 $ 53,527.00 $ 17,341.67 $ - $ 2,937.11 $ 20,278.79 $ 83,502.88 $ - $ 14,142.66 $ 97,645.54 $ 7,693.16 $ - $ 1,302.97 $ 8,996.13 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 4,505,014.72 I $ 903,630.56 $ 763,002.40 I $ 6,171,647.67 EXHIBIT "C" Reimbursement Agreement RA1801 Lodi Shopping Center Public Improvements Reimbursement Summary or Area of Benefit Site No. APN Acreage 1 058-03-009 33.21 2 4 058-03-010 058-03-016 4.07 22.02 5 058-03-004 0.95 6 10 058-03-030 058-03-034 5.61 6.33 11 058-03-006 1.53 12 058-04-001 39.09 13 058-04-002 39.07 14 058-04-004 14.28 15 058-04-005 5.41 16 058-04-014 26.75 17 058-04-015 2.40 18 058-04-006 1.00 19 058-04-007 1.00 20 058-04-008 1.00 21 058-04-009 1.00 22 058-04-010 1.00 23 058-04-011 1.00 24 058-04-012 1.00 25 058-04-013 1.00 $ 542.90 Total: 208.72 1/04/2019 Reimbursement Fees Total Reimbursement (Construction Costs + Fees) (Construction Costs) Basin Land Cost Ahcation Fee, pp Engineering, Plan Check Fee, Insp. Fee) $ 1,002,064.60 $ 163,838.14 $ 169,717.02 $ 1,335,619.77 $ 289,193.20 $ 24,083.40 $ 48,979.89 $ 362,256.49 $ 591,432.90 $ 107,493.63 $ 100,169.42 $ 799,095.96 $ 11,416.48 $ 5,621.43 $ 1,933.58 $ 18,971.49 $ 67,417.30 $ 33,196.04 $ 11,418.29 $ 112,031.63 $ - $ - $ - $ - $ 14,709.23 $ 7,242.77 $ 2,491.26 $ 24,443.26 $ 147,420.25 $ - $ 24,968.18 $ 172,388.43 $ 135,656.12 $ - $ 22,975.72 $ 158,631.84 $ 45,774.32 $ - $ 7,752.68 $ 53,527.00 $ 17,341.67 $ - $ 2,937.11 $ 20,278.79 $ 83,502.88 $ - $ 14,142.66 $ 97,645.54 $ 7,693.16 $ - $ 1,302.97 $ 8,996.13 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 3,205.48 $ - $ 542.90 $ 3,748.39 $ 2,439,266.00 I $ 341,475.43 $ 413,132.01 I $ 3,193,873.44 1 Gateway I North 2 I - FCB c y RA -18-01 Exhibit D Area of Benefit 11 City 4I Property 11pr VIM Villa Fiore' Elliott Marne HWY 12 Gateway North 1 - FCB i_ ,11111 11111, „ 11 en110, au Century. Blvd. 1-2 Basin // Gateway South - FCB Future 1=2 Expansion / / / / / / FR17) Legend RA Boundary S 500 250 0 500 ■ ■ Feet Lodi, CA Code of Ordinances Page 1 of 1 17.62.050 - Reimbursement agreement. A. Within sixty days of receipt of a completed application, the public works director shall prepare a reimbursement agreement containing the following provisions: 1. The amount of reimbursable costs shall include construction costs less any applicable credits plus ten percent for administrative and engineering costs. Applicable public works fees shall also be added. Costs of financing, bonds or other applicant costs shall not be included. 2. The total reimbursable cost shall be apportioned to the benefiting properties as appropriate. Costs of transitions, utility stubs or other minor work shall not be apportioned to adjacent property. 3. The reimbursable amount shall be recalculated annually to include an amount attributable to interest, using the Engineering News Record 20 Cities Construction Cost Index as of the end of the year. The reimbursable amount for subsequent years shall be the prior year reimbursable amount less any reimbursements made during the year, all multiplied by the percentage change in the Index over the year. 4. The agreement shall provide that the city will collect the appropriate charge from the properties identified in the agreement and reimburse the applicant or the applicant's heirs, successors or assigns, for a period of fifteen years from the date of the agreement only. Reimbursement agreements to recover funds advanced by city for projects shall expire after fifteen years; reimbursement charges will not be collected after that time. 5. Prior to approval of the reimbursement agreement, the council shall conduct a public hearing. The hearing shall be conducted within ninety days of receipt of the completed application. The applicant and property owner of each parcel identified in the reimbursement agreement shall be notified of the hearing by registered mail at least ten calendar days prior to the hearing. B. The reimbursement agreement shall be numbered and filed by the public works director. (Ord. No. 1869, § 2, 2-20-2013) about:blank 10/30/2018 • COUNCIL COMMUNICATION AGENDA TITLE: MEETING DATE: PREPARED BY: Acceptance of Improvements in Lodi Town Plaza (Target), 2355 West Kettleman Lane July 6, 1994 Public Works Director RECOMMENDED ACTION: That the City Council adopt the attached resolution accepting the development improvements for Lodi Town Plaza (Target), 2355 West Kettleman Lane, and approve appropriations and payment of WI reimbursements shown on attached fee credit worksheet BACKGROUND INFORMATION: Improvements at Lodi Town Plaza (Target). 2355 West Kettleman Lane, have been completed in substantial conformance with the requirements of the Improvement Agreement between the City of Lodi and Target Stores, a Division of Dayton Hudson Corporation, dated March 15, 1993, as shown on Drawings No. 920123 through 920135 and 920144 through 92D145, and as specifically set forth in the plans and specifications approved by the City Council. The streets to be accepted are as idiom's: Streets Length in Miles Kettleman Lane 0.00 Tienda Drive 0.12 Total New Mies of City Streets 0.12 The Improvement Agreement for this project stipulated that if the cost of street improvements to be funded by Development Impact Mitigation Fees and constructed by the developer exceeded the amount of Street Impact Fees collected with the project, the amount in excess would not be paid immediately_ A reimbursement agreement was to be provided to include provisions that reimbursement would be made from future Street Impact Fees to be collected at the time of development of then undeveloped parcels in the Lodi Town Plaza (Target) and Sunwest Plaza (WalMart) shopping centers. Attached is a copy of the fee credit worksheet prepared for this project. The net reimbursement to the developer is $180,717.22. Of this amount. $63,974.48 is to be reimbursed from Street Fees collected from other parcels. The developer has requested that the total reimbursement be made at this time. Several building permit applications have been submitted on parcels in these shopping centers in the past few weeks. Given the current development activity in the shopping centers, staff recommends that APPROVE THOMAS A. PETERSON CYry Manager C CCPT.DOC Ce? •.crc d pool. rt r� .; lvk•.!tiw.'t •7 f..:+llM.ti-.wtl! Y ;.Yo[^ ..-r .. ..y,'h.x�Y... .`wy(�q..,.s:� `.' ....7.• F': Acceptance of Improvements in Town Plaza (Target), 2355 West Kan Lane July 6, 1994 Page 2 Council approve payment of the total reimbursement amount at this time. Funds are available in the Impact Fee accounts for the additional appropriations listed below. FUNDING: Development Impact Mitigation Fees. Storni (60.3) Street (60.4) Water (60.1) Amount Needed $ 80,864.82 $175,384.68 $ 13,738.62 Present Appropriation $ 75,000.00 $170,066.10 $ 30,013.10 Additional Appropriation ierJ, L. Ronsko c Works Director Prepared by Wesley K. Fujitani, Senior Civil Engineer. end Sharon Welch, Associate Civil Engineer - Development Services JLR/WKFflrn Attachments cc: City Attorney Associate Traffic Engineer Associate Civil Engineer - Development Services Street Superintendent Target Stores McCormack Pacific Pttillippi Engineering cAocPTDc $5,864.82 $5,318.58 none fldr1Tl 4 ow-�i M. ;J::sar-:.'rr»7. K:"^' r" kr ;sarL`i�l.rxtC,�eri3+a�r�st.«cx e.F:t15f109910A*,MMITIf „ `% DISPOSITION PENDING 1 11 88888888888 ggggggggggg gSSSN88888888 00000000000 58888888888 grisiagagq- 8�gy8na88888$R.8�y8 g » M» LLLLLL 8 8s8;ggg88 812 It a 8�8�y8!R8��-y88�{88 8 agg 83783.98888 NNgAitaNMN 8g8! 8888 1N » -11INryRiY4��4l].il yy ��yy GGK ri go �1 s Ifni WI . A ; ,1 31141 8 ry I M 8 8 888 ref g 88888 ggg 888888 $` N»M1�►88 88 88888888 M N pdgitigfit 11 8 88888808IEUligRi 8 Os% 56666 566666 6 0 0 0 R 8 8 2 ;F:112 gn$,3 aszia 8888888 HE3§§12 ii bf�M 2a M N 888888 §0000wno 0 88888888 N N M ~ 88888888 irgagitiq 8 6%Its b6666 561666 6 ib 1 a 9 Z.E7Rr r..-. n 2� + i M p 4 w 8 0 11 $4i141 g 2 Miirlii:21 E4 1 • ,•....�.,.:-r.5 e.�i•w T�nr>.. ��':`s �•:r:'-'Ii"'??.:::r�. •4y :: .'I:Vi a+... �.r,r.� �. .. .. . l 1 8888888 8 8 8 R !3 8 8 8888888 • 8 8 Ai 8 88888{P88 8 Q88 8( 8 8 b66999 9 9 9 9 9 • 8 ==~ 882 yam¢ .. N M M 111.1 Ilt ao00000 0 e R d i aa: 88818888 8 R 888 8 8 8 8 88838 8 9 Si tr a& i^ido N N ~ N NN fit N M M 888188 8 888 8 8 a N 0.1 �{ :1 ': !LIP!' 33993 9 919 9 9 8 I 1 R � 11b 1 biijiP M I 6 83 Exhibit F ..•••.. n. •W,X-•;`•-.,•,-..,. .. ,.-r.....", - ."--,1•••••• .c.-s•:..,u.`:FY.c;'•e. ±�-r ai. ,rp.•:.:.c :-r�t�*iq¢b (f 3•J3cr.��.:. �-:a RESOLUTION NO. 94-79 A RESOLUTION OF THE LODI CITY COUNCIL ACCEPTING THE DEVELOPMENT IMPROVEMENTS INCLUDED IN TAS IMPROVEMENT AGREEMENT FOR LODI TOWN PLAZA (TARGET) The City Council of the City of Lodi finds: 1. That all requirements of the Improvement Agreement between the City of Lodi and Target Stores, a Division of Dayton Hudson Corporation for the improvements for Lodi Town Plaza (Target), have been substantially complied with. The improvements are shown on Drawings Nos. 92D123 through 92D135 and 92D144 through 92D145, can file in the Public Works Department, and as specifically set forth in the plans and specifications approved by the City Council. 2. The streets to be accepted are as follows: SIAM= LsNOTN IN r Lps Kettleman Lane Tienda Drive 0.00 0.12 Total New Niles of City Streets 0.12 FURTHER, the City Council hereby approves the appropriations and payment of all reimbursements shown on the fee credit worksheet attached hereto marked Exhibit "A" which totals $184.717.22. Dated: July 6. 1994 -r= ======== I hereby certify that Resolution No. 94-79 was passed and adopted by the Lodi City Council in a regular meeting held July 6, 1994, by the following vote: Ayes: Council Members - Mann, Pennino, Snider and Sieglock (Mayor) Noes: Council Members - None Absent: Council Members - Davenport .i nn • er M. rri C ty lerk J 3�` z 888888888888 2888882282 2 22288882822 8 AiiMM?-§41132 LI M 00000000000 22888888888 M.1M2MMMAM M 8f8_�Rp8p 88li x88Q8�/ 1388 „ M OOH M M M 3 8484873588 2 8!18888 8 _wuat52h! 5 010222700 4„4,0 818;828888 udaspaSS 8g8! !8888 715r28gg12 Sa 88 8 7ggg 2 ssa Wig 61b% 000• 8 0828 2 8 VrO nH a yy g4a t tb rib 88888888 ggg aff M 888888 K .10 551411 ��s�deo �kn33 88888$8 4Eg+$ V o pM M M M M 888880 35111$ 1111 eY��1Y TYn ri 1 1 i 88888888 7i222ig7 a 88888888 55515466 10000 fla 88888888 0 ~ p� pM~ 88888888 66666 8 0 8 8 a 8 0 M 8888888 8 2222222 2 t 1 1 8882288 8 8 8 8 8 ,Jww---*- _ a _l - 0000000 0 0 2r p 0 88871288 itipalf4 !. ; M M M M M 8888 88 88 8zl-.1i -a N M 8882288 8 888 8 8 641.43". IM az a w 566�u�J � ( J J J J W� 8 e J OMdrI.�� A Y 113 5 w NIP- H 1 . Y igg Y il! w 7Y Q w Q $ o w 4 SMR w r ■ w rt F. WHEN RECORDED, RETURN TO: City Clerk City of Lodi 221 West Pine Street Lodi, CA 95240 REIMBURSEMENT for PUBLIC IMPROVEMENTS AGREEMENT # RA -16-01 Doc 0: 2018-034608 03/28/2018 02:33:44 PM Page: 1 of 8 Fee: $0 Steve J. Bestolarides San Joaquin County Recorders Paid By: SHOWN ON DOCUMENT 1111%;, forNM10:1 IC Ef THIS AGREEMENT is made by and between the CITY OF LODI, hereinafter referred to as "City", and FCB Homes, hereinafter referred to as "Applicant". RECITALS: WHEREAS, Applicant is the developer of the subdivision titled Rose Gate, Unit No.1, (Tract No. 3785), and Rose Gate, Unit No. 2, (Tract 3813), generally located north of Lodi Avenue and west of Lower Sacramento Road, and has entered into an Improvement Agreement with the City dated June 18, 2014 to construct public improvements needed to serve the development, and WHEREAS, the Applicant has constructed certain public improvements (hereinafter "Improvements"), which include installation of asphalt concrete pavement, concrete curb and gutter, and other miscellaneous and related items, that will serve additional properties that are designated and shown on the area of benefit attached and hereto as Exhibit A and made a part hereof by this reference; and WHEREAS, the Applicant has filed a request with the Public Works Director in conformance with Chapter 17.62 of the Lodi Municipal Code requesting reimbursement for those improvements which benefit other properties or would be required of those properties upon development, as more fully set forth in Exhibit B attached hereto and made a part hereof by this reference; and WHEREAS, the property owners of those properties shown in Exhibit A have been notified and the City Council has conducted a public hearing regarding the Applicant's request for reimbursement. NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained and pursuant to Government Code Sections 66485 through 66489 and Title 17 of the Lodi Municipal Code, it is hereby agreed between the parties as follows: 1. The amount of the reimbursable costs due to the Applicant includes construction costs less any applicable credits, plus ten percent for administrative and engineering design costs, engineering plan check fees, engineering inspection fees and the reimbursement application fee. Total construction costs and costs attributable to the area of benefit are shown on Exhibit C, attached hereto and made part hereof by this reference. 2. The reimbursable amount shall be recalculated annually to include an amount attributable to interest, using the Engineering News Record (ENR) 20 Cities Construction Cost Index. On uncollected reimbursements, the reimbursement rates shall be calculated in January of each year beginning January 2018 by the following formula: RAI60I Agmt.docx 1 (ENR Jan. 1 of current year) _ (initial ENR) X (Balance due Jan. 1 of prior year less payments made during the previous year) The initial ENR index for this Agreement is 10531.68. The initial reimbursable amounts are shown on Exhibit C. 3. In the event that the benefiting properties shown on Exhibit A develop, the City shall collect the appropriate charges from the developer of the benefiting property and reimburse the Applicant or the Applicant's heirs, successors or assigns, for a period of fifteen (15) years. The charges for a benefiting property shall be paid in full at the time of the first development on that property. 4. The Applicant shall pay the City $6,536.86 for the preparation of this Agreement prior to approval and recording of this Agreement. This is based on one percent (1%) of the reimbursable construction costs, excluding engineering, administrative and other costs. 5. Upon each collection of reimbursement charges, an administrative charge shall be deducted and retained by the City for administering the reimbursement provisions of this Agreement. This charge shall be established from time to time by resolution of the City Council. As of the date of this Agreement, the current charge is $245.00. 6. This Agreement shall inure to the benefit of the heirs, successors and assigns of the Applicant. The City shall mail the reimbursement to the last address of the Applicant on file with the Public Works Director of the City. In the event a reimbursement is returned or unclaimed after two (2) years from the date of mailing, the amount of the reimbursement shall revert to the City and be deposited in the appropriate development impact mitigation fee fund. 7. All correspondence and payments herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid. Correspondence and payments to City shall be addressed as follows: Charles E. Swimley, Jr. Public Works Director 221 West Pine Street P. 0. Box 3006 Lodi, CA 95241-1910 Correspondence and payments to Applicant shall be addressed as follows: e/o FCB Homes 10100 Trinity Parkway, Suite 420 Stockton, CA 95219 8. This Agreement is entered into pursuant to the provisions of Title 17 of the Lodi Municipal Code and the provisions of that section shall be deemed a part of this Agreement by reference. RAI601 Agmt.docx 2 IN WITNESS WHEREOF, the Applicant and the City have caused their names to be hereunto affixed and the City of Lodi has caused its corporate name and seal to be hereunto affixed by its proper officers thereunto duly authorized. FCB Homes Thomas P. Doucette, President CITY OF LODI, A MUNICIPAL CORPORATION By: Stephen Schwaba er, City Manager ATTEST: P1PAna4.,.ft ee}hnifer Merraiolo, City Clerk APPROV D AS TO FORM: a ice D. Magdich, City Attorney RA1601 Agmt.docx 3 Date li Date Date ACKNOWLEDGMENT 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. State of California County of San Joaquin On April 19, 2017 before me, Denise S. Wiman, Notary Public (insert name and title of the officer) personally appeared Thomas P. Doucette who proved to me on the basis of satisfactory evidence to be the 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/their signature(s) 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. WITNESS my hand and official seal. (Seal) DENISE S. WIMAN Notary Public - California San Joaquin County Commission # 2173636 IA y Comm. Expires Nov 25, 2020 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. State of California County of San C'neaqfir) On Riplr; i c 7 , 2017, before me, Pamela M. Farris, Notary Public, personal) appeared, ate '7 Se weLbciue-r who proved to me on the basis of satisfactory evidence to be the person whose names is/mss subscribed to the within instrument and acknowledged to me that heielie4hey executed the same in his/14eFAI4e4F authorized capacity$ and that by his/149414eir signature$ on the instrument the person( -84, or the entity upon behalf of which the person$ 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. ?� •• PAMELA M. FARRIS Comm. #2159798 Notary Public • Californian_ jSan Joaquin County n;.:.. Comm. Expires Jul 14, 2020 WITNESS my hand and official seal. • .44 Pamela M. Farris Notary Public, San Joaquin County Commission No. 2159798 Expires 07/14/2020 0 If marked, then attached pages will bear embossment of above notary. Optional: Not required by law, however, may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. Signature Authority of Signer: ❑ Individual ❑ Corporate Officer (Title) ❑ Partner (Limited or General) ❑ Attorney In Fact ❑ Trustee ❑ Guardian/Conservator ❑ Other Description of Attached Documents: Title or type of Document: Timprn rr n Number of Pages: Date of Document: 4/0(9 / ( 7 Signer(s) other than Named Above: ]omQs -P © Copyright 2015 California Notary Academy, PO Box 729, Oakley, California 94561 - www.californianotaryacademy.com APN/Address 027-40-001 027-40-002 027-40-015 Tota! Jl Frontage Length (feet) 330 743 619 1,692 RALEY'S SHOPPING CENTER LUSD PROPERTY TEMPLE BAPTIST CHURCH ,ne 5Y. Leggy E'4 Area of Benefit 77 Benefiting Parcel Canal ( Parcels Outline Vine St s 1 ] f' i EXHIBIT A ROSE GATE REIMBURSEMENT AREA OF BENEFIT 0 0.05 0.1 0.2 Miles l i l i l i 11 1 Path: K:\WP\DEV_SERV\Reimbursements\RA1601 Rose Gate I\RA1601 Map.mxd i - Parte] 3 LAPN 027-40-0151 0 H O 0 1D 01 N .--I 69 O 0 O— 0 c'. ' 9) O 6 00 '- 00 69 $ 742 50 7$1-1.4011 Q V 1D 10 N 69 $ 8,103 001 O 60 00 vt •-'- 69 8,294 50 I $ 987 50 I 0 0 0 69 01 69 0 0 6 O ", —: 00 0 0 O 0 O 01 64 0 0 N 10 T 01 69 $ 8.070.00 I $ 975.00 1 01 01 0- 10 N1 0. 69 00 01 H N O 00 69 0 r 0 -' [- ' O 69 0 _ 1p r 00 01 9) 00 r •N .0 R 00 .N '00 Unit Cost 0 QO O ��R7Rff7 nl 64 0 0 O O O O N 69 S 13 50 1.8 1650 0 O O 00 '^ 69 0 v) vt 9) 0 0 M 93 0 00 69 0 '0 N 9) $ 1.975 00 0 O O O, 01 69 3 3.000 GO 2500 $ 1,975.00 0 0 ON sr) Ci 69 0 0 00 0, -1 69 0 000 00 v) 01 4- 9) $ 50,152 00 I $ 362-284 18 $ 68,400 00 '2 5' wwQwwww<CdQwr a,awav)en,,wwwawwma • ,`- o • '0 .--. M 10 41 O 7 10 —' 00 4- ,--, O l- N r O 7 00 M Vl O '1) C vl 0 0 M kr, (0 01 O <t � 0 7 Parcel 2 {APH 027-40-0021 •� c iH O O 00 0 H. 0) 10 $ 6-000 00 s - $ 874 50 69 $ 2.719 50 1 • 69 $ 57.617 30 $ 11.342.00 O O O T m 69 $ 1,950.001 69 O 0 '0 N N 0) 69 O �0 0- 00 0 69 2,690 00 1 $ 975.00 (0 '0 M) 01 a 00 00 S 8 525 84 M 00 ' .0 69 O O 00 N 10 .ti 69 0 50 PI N " N EA Unit Cost 0 0 6 70 N ^' 69 $ 200.000 00 1 $ 13.50 $ 16 50 $ 1.400 00 1 O 00 vt 40 $ 3.00 0 n 4 69 $ 26.50 0 O .0 000 4 69 0 O O M 9) 0 O p O (0 69 L$_ 2500] $ 1.975.00 0 O O � N 69 I $ 1,950.00 '0 O 7H v1 01 7 69 0 O CI O 91 69 11$ 362 284.18 1 $ 68,400 00 � = w w .�aaW...0v3awwwawww d w w w w Q 4< w¢ d d o 0 0 0 6� [- M m 'n 0) 7 • 01 N N 00 V O N '0 O ) 0) m vl O — kr, 0 0- '. r -. 1` .r r .-. 6 C Z 5 " Y d� .^o 0 H O t\I• 0 69 $ 2,000 00 $ . 69 i•r 69 69 $ 21-803 30 $ 8,745 00 $ v1 01 00 . 69 . 00 8,250 00 Oen r 0 699 69 69 $ 3963841 � N O a 69 $ 28,982 73 $ 5,472 00 p $ C Oro' >✓ ti 69 Unit Cost O0 0 • 0I 59 1$ 200.000 00 $ 1350 $ 16.50 O O O ^' 69 $ 55 50 $ 3.00 $ 4 70 00 1D N 09 0 (0 0d 69 $ 3,90000 I$ 3,000.00 $ 25 00 0 00 CT, H 00 0 O '00 N 69 $ 1.950 00 1 $ 495.480 16 0 00 -' O 00)0 69 00 4- 1 N 09 69 $ 68,400 00 Construction Subtotal _ 0' `iw���,`"- 1.1 ww'�-)www° o e e 0 00 4 01 4 0 91 0 91 00 00 00 00 IItem Description a. .0 10 ' c 0 y U Finished Grade ROW to ROW 6" Vertical Curb {Ij 8" Median Curb E 00 a m C� x Curb and Gutter at Roundabout - ^) '0 00 7"AC/13"AB I10" Water 10" Gate Valve b x v 0. [Connect to Exist Water 7 110" Non -Potable Water 10" Non -Potable Water Gate Valve 1 -,-., lo . v 00 Dead End Barricade 1 Rule 20 Power Pole Relocation (Roundabout (Planting. Lights. etc 1 1 (Joint Trench Traffic Signal Modification (Lower SacramentlLodi Ave .. N M 7 , b h 00 O1 O� N ,-- ^ .vl-1 .r-' H. H O 01 Exhibit G Exhibit G IMPROVEMENTS REIMBURSEMENT COST SUMMARY Reimbursement Application Fee (1%) $ 6,536.86 Engineering (10%) $ 65,368.60 City Plan Check Fees $ 20,842.15 City Inspection Fees $ 24,129.01 Total Fees $ 116,876.61 REIMBURSEMENT FEE COST SUMMARY Site No. APN/Address Street Facility Reimbursement Street Facility Reimbursement Costs Total Reimbursement (Costs) Site No. APN/Address Frontage Length (feet) - 1 027-40-001 330 $ 121,870.60 $ 121,870.60 2 027-40-002 743 $ 266,412.57 $ 266,412.57 3 027-40-015 619 $ 265,402.78 $ 265,402.78 Total 1,692 $ 653,685.95 $ 653,685.95 Reimbursement Application Fee (1%) $ 6,536.86 Engineering (10%) $ 65,368.60 City Plan Check Fees $ 20,842.15 City Inspection Fees $ 24,129.01 Total Fees $ 116,876.61 REIMBURSEMENT FEE COST SUMMARY Site No. APN/Address Street Facility Reimbursement Fees Total Reimbursement Fees 1 027-40-001 $ 121,870.60 $ 21,790.01 $ 21,790.01 2 027-40-002 $ 266,412.57 $ 47,633.57 $ 47,633.57 3 027-40-015 $ 265,402.78 $ 47,453.03 $ 47,453.03 Total $ 653,685.95 $ 116,876.61 $ 116,876.61 TOTAL REIMBURSEMENT COST SUMMARY Site No. APN/Address Street Facility Reimbursement Fees Total Reimbursement 1 027-40-001 $ 121,870.60 $ 21,790.01 $ 143,660.61 2 027-40-002 $ 266,412.57 $ 47,633.57 $ 314,046.14 3 027-40-015 $ 265,402.78 $ 47,453.03 $ 312,855.81 Total $ 653,685.95 $ 116,876.61 $ 770,562.56 Exhibit C PERMANENT RECORD RESOLUTION NO. 2017-32 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE REIMBURSEMENT AGREEMENT RA -16-01 FOR PUBLIC IMPROVEMENTS FOR ROSE GATE UNIT NO.1, TRACT NO. 3785, AND ROSE GATE UNIT NO. 2, TRACT NO. 3813 WHEREAS, Rose Gate Unit No. 1 and Unit No. 2 subdivisions are located north of Lodi Avenue, west of Lower Sacramento Road, and south of the Woodbridge Irrigation District Canal, and WHEREAS, FCB Homes constructed certain public street improvements which serve the Rose Gate Development and other neighboring properties south of Lodi Avenue; and WHEREAS, FCB Homes has requested a Reimbursement Agreement and establishment of an area of benefit in conformance with Chapter 17.62 of the Lodi Municipal Code (LMC) for those off-site improvements that benefit the neighboring properties; and WHEREAS, in conformance with LMC Chapter 17.62, staff recommends that Council establish an area of benefit and reimbursable costs to recover the cost of public improvements benefiting the neighboring parcels; and WHEREAS, pursuant to LMC Section 17.62.050.A.3, the reimbursable amount shall be recalculated annually to include an amount attributable to interest, using the Engineering News Record 20 Cities Construction Cost Index. NOW; THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Reimbursement Agreement RA -16-01 for public improvements for Rose Gate Unit No.1, Tract No. 3785, and Rose Gate Unit No. 2, Tract No, 3813. Dated: March 1, 2017 I hereby certify that Resolution No. 2017-32 was passed and adopted by the City Council of the City of Lodi in a regular meeting held March 1, 2017 by the following vote: AYES: COUNCIL MEMBERS — Chandler, Mounce, Nakanishi, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Johnson ABSTAIN: COUNCIL MEMBERS — None ?)—eAAic.,A NNIFERTi. FERRAIOLO City Clerk 2017-32 KNIFEftiR CONSTRUCTION AN Mau RESOURCES CONNOMY Northern California Division — Stockton 655 West Clay Street Stockton, CA 95206-1722 Ph: (209) 948-0302 Fax: (209) 948-6652 November 10, 2014 Tom Doucette FCB Homes 10100 Trinity Parkway Ste 420 Stockton, CA Re: ROSE GATE SUBDIVISION — Tract No. 3785 (230 Lots) Subject: Project Plan Changes Dear Mr. Doucette, www.kniferiver.com Contr. Lie. No. 334653 DSS Company Knife River Construction is pleased to provide the following pricing to reflect the various plan changes for the above referenced project. I have provided an attached detailed credit and increase for all items impacted for this project. Please review and approve so I can provide a Contract Change Order for the amount(s) shown. If you have any questions or comments, please let me know. Sincerely KNIFE RIVER CONSTRUCTION Sfe,,e/ Mc.Peak, Steve McPeak Project Manager Co CONTRACT CHANGE ORDER JOB NO: 5741542 JOB NAME: Rose Gate Subdivision FROM: DSS Company dba Knife River Construction P.O. Box 6099 Stockton, CA 95206 Exhibit H CHANGE ORDER NO: 4 TO: Frontier Land Companies 10100 Trinity Pkwy # 420 Stockton, Ca. 95219 Attn.: Amend this contract to include the following: 1. Powder Coat Signs & Posts -- 28 ea. @, $140.00 ca. 2. Various Plan Changes 3. Traffic Signal Modification 4. Striping Changes (Please see attached quotes) Amount of this Change...„ = $ 114,292.75 Amount of Previous Changes = $ 184,721.25 Original Contract... = S 4,809,588.00 New Contract = $ 5,108,602.00 = $ 3,920.00 _ $ 27,972.75 = $ 68,400.00 = $ 14,000.00 It is understood and agreed by the parties hereto that the foregoing change in contract amount constitutes a mutual accord and satisfaction for all changes in the contract work as set forth in this Change Order. Except as hereby modified, all terms and conditions of said Contract as heretofore modified remain unchanged and in full force and effect. In WITNESS WHEREOF, the parties hereto have executed this Contract Change Order by their proper officers or duly authorized agents this day, December 9, 2015 DSS Company dba Knife River Construction Frontier Land Companies Steve Essoyan 100% 80% 60% 40% 20% RA -18-01 Exhibit I FCB Allocation Breakdown Gateway North Breakdown (Less Land) 100% 80% 60% 40% 20% 0% l l Gateway South Breakdown (Less Land) FCB Alloctions Eng, PC, Inspection Fees ($271,820) Mitigation Fees ($30,004) General Conditions ($39,086) ■ Fees and Insurance ($114,032) ■ Subcontractor ($1,326,806) FCB Alloctions Eng, PC, Inspection Fees ($73,319) General Conditions ($14,963) ■ Fees and Insurance ($28,745) ■ Subcontractor ($389,193) RA -18-01 Exhibit J FCB - RA Storm Drain Allocation 11 Gateway North Allocated SD Costs: $ 880,573 SD Impact Fees if Paid: $ 1,122,507 1 1 ca HWY12 Lower_ Sacramento Rd. Ili Cary Blvd. /in / Future 1-2 Expansion To be Constructed by Gateway South Developer (FCB) Gateway South Allocated SD Costs: $ 432,901 PR17) (1 Legend L j RA Boundary Gateway North Gateway South s 500 250 0 500 Feet RA -18-01 Exhibit K Wastewater Relocation Legend ► LSC Installed WW LSC Installed IW Pre -LSC WW Configuration - -- -- - Pre -LSC IW Configuration 0 400 200 0 400 Feet LSC Dedicated Pipeline Easement _24" WW _r - • 1 1 '01 1 1 1 1 • Relocated from FCB Property November 25, 2018 Hi Mark, Pursuant to your November 16, 2018 letter to Charles E. Swimley, Lodi Director of Public Works, I have field reviewed the site and done a preliminary review of the 82 pages of facts and figures. I, through the internet, have also obtained a copy of the City of Lodi General Plan, and various sections of the City Code pertaining to development and cost reimbursement for utilities "oversizing". I did not find any Code definition for "oversizing" of street improvements. Harris & Associates, in August of 2012, prepared an Impact Mitigation Fee Program for the City of Lodi. The draft Reimbursement Agreement does not clarify the exact amount being requested for reimbursement for each of the two applicants (BDC and Elliott Homes). I have attached page 29, wherein the "Total Reimbursement" is shown as $6,203,976.86. However, Elliott Homes apparently disagrees with the total amount or their "split" of the total amount. I'm finding, in reviewing the SNG & Associates Reimbursement Agreement draft, that they did not utilize the utility "oversizing" concept spelled out in the City Code nor did they define what portion of the Westgate Drive improvements were eligible for reimbursement by the City. I have several questions of the City Engineer as to the basic concepts of eligible reimbursement costs for utilities and street improvements in the City of Lodi. In summary, I anticipate that CSG's reimbursement costs by the City of Lodi will be much lower than $6,203,976.86 and put us at odds with SNG, BDC, and Elliott Homes. I (CSG) will need the following documents to perform our Proposal: - Lodi General Plan - Street Circulation Plan - Harris & Associates 2012 Impact Mitigation Fee Program - Current City policies on utilities "oversizing" and street "oversizing" - Public right/way construction as-builts for the Lodi Shopping Center-Sunwest Village - Construction as-builts for the domestic sewer and I/W relocation line - Construction as-builts for the storm drain lines, retention basin and pump station - Assessor's Parcel Number map showing all properties identified by APN as shown on Scan 0296 I have attached some photos I took of the general area in question (see word document and pictures). Let's discuss the above prior to the Monday @ 10 AM conference call. Al City of Lodi Impact Mitigation Fee Program UPDATE August 2012 Harris & Associates GCG GOODWIN CONSULTING GROUP LODI MUNICIPAL CODE AMENDMENTS The following sections of the Lodi Municipal Code will need to be amended to implement the changes included in the IMFP: 13.08.130 - Oversized Mains 13.12.180 — Domestic Sewer Service (un -metered accounts) 13.12.181 - Domestic Sewer Service Charges 13.12.190 — Domestic System Capacity or Impact Fees 13.12.370 — Reimbursement — Oversize Mains 15.64 — Development Impact Mitigation Fees (entire chapter) 16.24.040 — Streets 16.40.010 — Reimbursement for Construction - Findings and Purpose 16.40.020 — Improvements to be Reimbursed The changes included in the IMFP leading to the need to amend the Lodi Municipal Code are described below: 1. There will no longer be a reimbursement by the IMFP for oversized pipe. Reimbursement will be secured via a City Council approved reimbursement agreement amongst the benefitting properties. 2. Water and wastewater treatment capacity charges will be based upon the size of the water meter needed to serve the property. 3. New Developments will be responsible for constructing one-half of the fronting road improvements. The IMFP will be responsible for construction of the median improvements along Harney Lane and Hutchins Street. 4. The Electric Utility capacity charge will be based upon the panel size serving the property and will apply to all incorporated areas of the City. 5. New developments will be responsible for constructing neighborhood parks. The IMFP will be responsible for constructing community and regional park facilities. 6. Residential IMFP fees will be based upon dwelling unit equivalents (DUE). One DUE equals the demands for services represented by a single family, low density residential unit. 7. Non-residential IMF fees will be based upon building square feet except for Storm Drainage which will be based upon the acreage of the project. 8. Limited exceptions for non-residential Transportation IMF fees will be allowed, as determined by the Public Works Director, based upon demonstrated significant deviation from the IMFP assumptions for employee density and trip generation. 9. The Art in Public Places IMF fee will be a stand-alone fee. Lodi Impact Fee Mitigation Program Page 1 6 Adr- CSG CONSULTANTS December 12, 2018 Charles Swimley, Director of Public Works City of Lodi 221 W. Pine Street Lodi, CA 95240 550 Pilgrim Drive Foster City, CA 94404 phone 650.522.2500 fax 650.522.2599 www.csgengr.com Re: CSG Proposal—Peer Review of Sunwest Village Public Imprs. Cost Share Report Dear Charlie, Thank you for our telephone conference call this morning. My November 25th email to Mark Lander, which we shared with you, contained certain assumptions on my part based on my miss - read of the City Code. Please disregard this email as my comments were based on an incomplete analysis of the September 10th, 2018 SNG & Associates Report and City Code. I now understand that the "oversizing" of utilities and streets approach to determine reimbursement amounts has been replaced by an "assessment like" cost -benefit approach to determine the public improvement obligation of each benefitting parcel. We look forward to your early approval of our Proposal, so we can complete our peer review of the September 10th, 2018 SNG & Associates Report prior to the end of this calendar year. Sincerely, Al ' trie, CSG Consultants Cc: Mark Lander FOSTER CITY 1 PLEASANTON I SAN JOSE 1 SACRAMENTO I NEWMAN 1 ORANGE 1 REDLANDS CSG CONSULTANTS January 7, 2019 Charles E. Swimley, Jr. Public Works Director City of Lodi Public Works Department 221 W. Pine Street Lodi, CA 95240 Re: CSG Conclusion - Peer Review of Lodi Shopping Center Engineer's Report 550 Pilgrim Drive Foster City, CA 94404 phone 650.522.2500 fax 650.522.2599 www.csgengr.com Charlie, CSG has completed our review of the aforementioned Engineer's Report and associated materials. We have provided a one page summary of each redlined item in the Engineer's Report. Our report conclusions are the following: A) -CSG determination of cost for Westgate Drive Frontage Improvements ($1,225,082) exceeds SNG cost for same improvements ($1,184,025) by $41,057. This $41,057 cost increase becomes an increase cost obligation of 058-030-09 ($31,130) and 058-030-10 ($27,625) and decreases the cost obligation of the BDC 058-030-12 parcels by $17,698. The $41,057 difference in determining Westgate Drive Frontage Improvements is mainly due to two factors: a) A survey utility staking cost of $2340 was not included by SNG. b) CSG utilized an R/W equal share approach wherein the 2 western frontage parcels (09 and 10) contribute 50% of the required Westgate Drive R/W costs and BDC Shopping Center owners are responsible for 50% of Westgate Drive R/W. This resulted in $37,000 of R/W acquisition costs for 058-03-09 and 10. CSG recommends that Table 1.1 — Westgate Drive Frontage Improvements be amended to reflect the costs in "red" as shown on the attached revised Table 1.1. B) -CSG supports Exhibit "C" (attached Page 27 of the SNG Report) relative to the spread of costs to parcels for Sewer and Storm Drain Improvements. The SNG Report does need to be amended to include the correct CCO #62 invoice cost of $33,488.66 which will reduce the Basin Pump Station cost by $15,460. The Sewer Costs in the Report are the total of three separate project segments wherein sewer was installed in Westgate Drive from Kettleman Lane to the existing domestic sewer trunk line crossing of Westgate Drive (approximately 2100 feet south of Kettleman Lane) plus approximately 1320 feet of sewer line and industrial waste sewer line were installed in the south FOSTER CITY 1 PLEASANTON 1 SAN JOSE 1 SACRAMENTO 1 NEWMAN 1 ORANGE 1 REDLANDS CVM CONSULTANTS portion of the Shopping Center property transferring existing sewer trunk line flowing southwest through private property to the aforementioned new sewer line in Westgate Drive. The primary reason for installment of these approximately 1320 feet of sewer lines was to eliminate the existing sewer trunk lines through private properties and, thereby, increase the development potential of these private properties. The allocation of the sewer costs were determined for each parcel by calculating the sewer demand for each parcel as a percentage of the total sewer demand for the area being served by the new sewer lines. The City of Lodi Wastewater Master Plan, per Section 2.5.1 and Table 3, provides the wastewater generation rate (gpd/acre) for each classification of zoning. The City of Lodi General Plan -Zoning Map provides the classifications of zoning for all parcels served by the new sewer lines. The lone exception to the above is the Segment 2 — approximately 1320 feet of sewer lines, wherein the relocated sewer lines were sized to match the size of the existing sewer lines being removed. The Lodi Shopping Center property did receive a special benefit from the installation of the approximate 1320 feet of sewer lines installed on the south portion of their property. This benefit was determined to be the cost of 1200 feet of an eight inch sewer line plus 3 manholes totaling $45,975 which was 10.39% of Segment 2 project costs. The other benefiting parcels, 058-030- 016 and 031, were assessed the remaining 89.61% of Segment 2 project costs by determining their respective percentage of sewer easement area being abandoned various the total sewer easement area being abandoned on private property. The City of Lodi did participate in the amount of $252,763 in the new sewer lines project. The Storm Drain Costs are the total of three separate project segments wherein storm drain was installed in Westgate Drive from Kettleman Lane to Century Blvd. and then extended approximately 1100 feet to a detention basin that has been improved with a pump station that provides a storm drain outfall into an existing storm drain system flowing eastward across Lower Sacramento Road. The relative run-off from each benefiting parcel is determined by the run-off generation rate for each parcel multiplied by the parcel size. The City of Lodi Storm Drain Master Plan Design Standards provides the coefficient of runoff for various types of land use and the Lodi General Plan —Zoning Map provides the types of expected land use. The allocation of the storm drain costs were determined for each parcel as a percentage of the total storm drain runoff for the area being served by the respective storm drain project. The benefiting parcels for storm drain improvements in Westgate Drive to the south edge of the Shopping Center are just the BDC Shopping Center and 058-030-09 and 058-030-10. The 2 CSGCONSULTANTS benefiting parcels for the extension of the storm drain line to the detention basin and the detention basin excavation are all the parcels north of the current south property line of the City Park at Westgate and Century Boulevard. The benefiting parcels for the Pump Station and Storm Drain Outfall improvements are the entire Area of Benefit extending down to Harney Lane. The City's Storm Drain Master Plan provides for expansion of the detention basin area and the installation of additional storm drain lines from developing areas to the future expanded detention basin for the area south of the retention basin to Harney Lane. C) -CSG supports correction of the Total City Fee calculation in the SNG Report (see attachment). There is an error of <$16,016> in the SNG calculations to determine the Total Fee. The CSG revised Total Reimbursement Cost Summary is attached. This cost summary will need to be amended to reflect the $15,460 reduction in cost of the Basin Pump Station. Sincerely, Al Petrie, RCE 20966 CSG Consultants 3 Lodi Shopping Center Reimbursement Agreement — Peer Review of Engineer's Report Summary of Review -- Page by Page The following comments/recommendations, going page by page through the SNG Report, are for the most part shown as "red marked" areas in the report denoting questions or recommendations. Otherwise, we agree with what is said in the report. Page 4 — SNG references the old Parcel Map (February 2005) versus the "correction" Parcel Map dated August 28, 2015. The correction PM resulted from a lawsuit, as we understand. The spread of cost of R/W needed for Westgate Drive abutting parcels 058-030-09, 10, and 12 needs to be equally shared by the east property owner and the two west property owners. The SNG method of spread does not satisfy the "equal sharing" method we propose. There is an appropriate $37,000 difference in cost between SNG's method of spread and the CSG method. Page 5 and 6 — We are recommending principally two changes to Table 1.1: 1) Utilize the entire survey cost of $7650 and not deduct the staking cost for sewer and storm drain ($2340). 2) Utilize the R/W "equal sharing" method of spread versus what SNG utilized. This results in an R/W cost increase to 09 and 10 totaling approximately $37,000. In summation, our recommendations result in an appropriate total of $41,000 cost increase for the Westgate Drive improvements from $1,184,025 to $1,225,082. Page 11 — The wastewater generation factor for 058-030-10 (City property with P/QP zoning) seems extremely low (70 gpd) and more or less represents the daily use of the sewer system by a single person on a 4.07 acre parcel. The City needs to review the information that lead to the 70 gallons per day figure. Page 19 — The C x A for 058-04-014 Park is shown as 0.65 but should be 0.28. However, the calculations recognized the correct value (0.28) so the calculations are correct. Page 20 The C x A total at the bottom of the page (42.09) should be 38.81. However, the calculations recognized the correct value (38.81) so the calculations are correct. Page 28 — The Westgate Drive R/W dedication cost of $94,631.68 is included in the SNG Report. CSG supports the "corrected Table 1.1", amount of $131,648. In addition, the calculations to determine the Total City Fee contain a calculation error of $<$16,016> making the correct Total Fee to be $765,177.58 or $766,214 once the aforementioned R/W dedication cost ($131,648 replacing $94,631.68) is introduced into the Total Fee calculation. Page 50, 51 and 52 — The General Conditions Allocation is difficult to understand (especially Note 4b) and should be explained in further detail by BDC. Page 75 thru 77 — Change Order #62 should be in the amount of the contractor bid of $33,488.66 not $48,950. $33,488.66 should replace $48,950 in Table 3.4. �a 0 Ca t 73 N ro ; RI ts:1 ice+ ]. no � co t a ra 0 Q a cfei tv 'C G �r 0 0 0, �sg,� ZIEIIHXa Irrigation Crossover 10" Non -Potable Water GV 10" Non -Potable Water Connect to Exist. Water 0o ' ua 0 Fire Hydrant 10" Gate Valve 10" Water O .+�c. ,..'^4 m 0 r o' n Backfill Planters O g 0-• 0 o. �q Pavement Subgrade Rough Grade Clearing and Grubbing Mobilization Grading b Survey a "o o r m r r7 rr] M tri r r -t* in r r r- r a �- O O O 69 N .0 a O $ 29.00 69 N IC O O 69 W O O 69 W ''. LA O O 69 N O t-11 C O b4 t3 Cc c.n b4 3 �p W cs p i b4 th ff}N.1= Cn &4 O WC q Q b9 W . Qui '" t.i u iastu°•o1-LAlixtrc31 14 �N _ O 0 CO .0 0 • C3 ri A C4I Parcel 1 Parcel 2 [APN 058-030-09] [APN 058-030-10] a-4No:��Q'� lit ok.s 141 -.1 "1\ lf� o 04 r O N1_ w es, t11 ',. �C33 w !..N. \ i� :� p. Q Q 1W%l4 ` 0i . t. .[ 114 O Q fr, 1....4( 4 0 'S' L1 --41.f). r 12. i o 7 b ! Total oc , ai- tgla ok 1 o Q o Parcel 3 BDC Lodi 111, L.P. [APN 058-030-12 + APN 058-030-19 to -29] U'd , ,IN c o 0, 04 O+°� { ut° i a' et v Total 4 Q c {a W O O r•-) O a O 4.0 7.0 O 8rio0 t J O W d \ Q '-' �1 O %001 Q O O O v Co Qty Cost J '- 0 64 © o o o 0 I— $ 8,200.00 I ao 'LA - C c 0 lv Oa 'LA C Q C 0 o o 0 o b4 ve 00 O O a c H} +? W LA O a o 63 v3--1 O �1 yr d o 64 N �1 m w :a -3 © LA A O �1 o o © © fit t.) � i N �1 c„ o 63 o N u, 4 o a W t1 O 4 o © GI v01 . W to a, w �a 0 Ca t 73 N ro ; RI ts:1 ice+ ]. no � co t a ra 0 Q a cfei tv 'C G �r 0 0 0, �sg,� ZIEIIHXa Notes a. See Appendix a: Surveyors Group, Inc. Schedule of Costs. — I. See Appendix 1: Parker Landscape Schedule of Costs. (Westgate Or. Median Island Landscaping) b. See Appendix b: Knife River Construction Schedule of Costs. (Westgate Dr, Grading) J. See Appendix j: St. Francis Electric. Schedule of Costs. (Westgate Dr. Street Lights) c. See Appendix c: Construction Change Order 44 43. (Westgate Dr. Soil Stabilization) k, See Appendix k: MCH Schedule of Costs, (Westgate Dr. Joint Trench) d. See Appendrx d: Knife River Construction Schedule of Costs. (Westgate Dr. Storm Drain) I. See Appendix 1: St. Francis Electric, Inc. Schedule of Costs. (Westgate Dr. Traffic Signal Modification) e. See Appendix e: Knife River Construction Schedule of Costs. (Westgate Dr. Water) m. Eleven Western Builders General Conditions Allocation obtained from Browman Development Co. f. See Appendix f: Knife River Construction Schedule of Costs. (Westgate Dr, Concrete) n. Eleven Western Builders Insurance and Fee obtained from Browman Development Co. g. See Appendix g: Knife River Construction Schedule of Costs. (Westgate Dr. AC Pavement o. See Appendix o: SJCOG, Inc. Certificate of Payment CP -14-29 -- Browman/Walmart Ag Mitigation. h. See Appendix h: Chrisp Company Schedule of Costs (Westgate Dr. Signing & Striping) p, See Appendix p: Excess Right -of -Way calculations, W - -� O Fir w Excess width Street Construction R/W v SJCOG Ag Mitigation Cost ° '11 et et Insurance (1.05%)n General Conditions Allocation'" Eleven Western Builders Traffic Signal Modification I (Westgate Dr,!Kettlernan Ln) Joint Trench (Pct 1, Pc! 2) Joint Trench (Westgate Dr,) I; Street Lights : C1 - Signing & Striping I' Traffic Control a.0 Paving g Median Stamped Concrete at 0 6" Curb & Gutter Concrete f Description Unit Unit Cost CA � 401 LS $14,143.79 71 o x n rte.. Q A G, '.0 O iv in co V O 1,..) W V LA V N to ry OST e�. per, ji _ 1� Qty Total [APN 058-030-091 .0 .o -�T 4 • %x`h 6Z'I g,90 ft "61 -2,g1 °J9 1 i.°5 G.c O-i'ZZ Gi/ w z5 11 °J.v9i 4rck1nccrg1 o [APN 058-030-101 N Lu 1•1.. ••&41;\ — Q r. a '?: VI 1 6 � A S Q; ! J oa 'A W _ O a O a 2,337 L Qty 1 Cost N VI 1 1 .7... , 4 w • [L;Q $24,713.61 1 b4 — r+ 00 y 44 yP W 7,1 H4 N .>i Gi GSN b4 A O -"Na`^' N ox ~. „EL, Imam • Parcel 3, Parcels 7-S-9 are the Applicants for the Reimbursement Agreement. 61 W OD 1-4 Vt 64 A 63 w N ••. 69 61 )N AA ix, J 0 ,O 00 J 00 V. A w N •- O - • .% • • �` N A .. • N r Z r 0 AAA O 64 a ��W O N a O u 058-04-010 058-04-009 0 A O W 058-04-007 0 ? O T 058-04-015 L058-04-014 058-04-005 058-04-004 0 AO O N 0 A O 0 O O0, 058-03-034 ___ 30 _ ,, _ a- _ [058-03-030 058-03-004 0 O O o xwao W n _ 0 0 O O 0 0 44 O 49 , u 00 ... 0 ... 00 .. 0 .. 0 ... 0 .. 00 O N OA 9Ni , A A 0 p 61 W T W ' r 44 y ,h V, O U 63 8 $ 44,323.24 A 0J u u W n 161 - s 64 !h 0 0, 69 63 A J 69 61 00 AA Co J 1 $ 3,254.871 69 61 "co J 69 61 )N AA ix, J $ 3,254.87 1 69 61 N w 69 61 [J A J 09 +, w -0 - ,D 69 4, J 0 A 0 440 u J V, 00 U 49 d p, y 0 O, 0 u v 64 0, Y 9. 49 A .0 a .- w 69 A A ,9 69 , ,5 FF A a_ 49 _ - 4 „ 36 = _. FA J- w 0 N 69 A. J j ... N $ 592,554.34 _' w w N o p 00 361 0 a a Frontage Improvements Ci t 46 O1 NR 69 © n Aw o 6Ii a A 64 a 6A N 00 2.11 0 W 69 63 A J 69 61 00 AA Co J 1 $ 3,254.871 69 61 "co J 69 61 )N AA ix, J $ 3,254.87 1 69 61 N w 69 61 [J A J 09 +, w -0 - ,D 69 4, J 0 A 0 440 u J V, 00 U 49 d p, y 0 O, 0 u v 64 0, Y 9. 49 A .0 a .- w 69 A A ,9 69 , ,5 FF A a_ 49 _ - 4 „ 36 = _. FA J- w 0 N 69 A. J j ... N $ 592,554.34 '9 4 .44 66 T 69 a i, 49 16' w tik o ii.7 P Sewer 69 , 69 , 69 , 69 , 99 , 93 , 49 , 4369 , , 49 , 49 , 49 , 49 , £9 , 49 ' IX A A 69 , __ %5 .. i `i U, .. "h = 69 ? w 5 w 69 J ,0D Off, . N O -9 I, 0 69 , 49 , 6n N 69 69 69 69 Vi 63 64 49 49 49 49 49 49 49 $ 7,242.77 49 , I� ... f i3 ,. +, i 49 _ , , s iW 69 w rn 46 69 U N w $ 44,323.24 - - , 69 •• v IL-1 .. by - a` y no w a Fp f 0 m P.- % w 69 O P N N JJ ,Ll 69 A kw J $ 3,254.87 $ 3,254.87 69 A W 63 A -4 $...... 3,254.87 4r4 '6.1 A- -4 49 0 Q,• 0 69 y ,D 0 44 J 000 U V3 P 61 ,D 0 44 .., 4) A, O ✓ U 69 ,.O .6�. 4J $ 4,979.95 69 , ,- , F- - t. f9 w 05 U, 6) w 0 � 69 U A v. 12, 1 3 0 .., $ 249.39 69 N b W, V, Sewer Total 69 A W 61 E.,. 01 29 W Oa z..... N 69 '0 O W W Q T 41.3 O 0 O A O W00 W W A 69 63 A J 69 61 00 AA Co J 1 $ 3,254.871 69 61 "co J 69 61 )N AA ix, J $ 3,254.87 1 69 61 N w 69 61 [J A J 09 +, w -0 - ,D 69 4, J 0 A 0 440 u J V, 00 U 49 d p, y 0 O, 0 u v 64 0, Y 9. 49 A .0 a .- w 69 A A ,9 69 , ,5 FF A a_ 49 _ - 4 „ 36 = _. FA J- w 0 N 69 A. J j ... N $ 592,554.34 '9 4 .44 66 T 69 V. W -6 PG, 69 O 64 61 N Segment 1 (Westgate Dr) Storm Drain 69 , 69 , 69 , 69 , 99 , 93 , 49 , 4369 , , 49 , 49 , 49 , 49 , £9 , 49 ' IX A A 69 , __ %5 .. i `i U, .. f,, A 4,- 60 69 ? w 5 w 69 J ,0D Off, 49 chi, 00 u -9 I, 0 69 6.3 N 90 69I-.. N A- S Basin+Pb 1 SD Const, Cost 69 69 69 69 Vi 63 64 49 49 49 49 49 49 49 $ 7,242.77 49 , I� ... f i3 ,. +, i 49 _ , , s iW 69 w rn 46 69 U N w 49 J0 w w 45 70 ,n L $ 24,083.40 49 Cr, w Basin Land Cost 69 A be J 69 A kw J $ 3,254.87 $ 3,254.87 69 A W 63 A -4 $...... 3,254.87 4r4 '6.1 A- -4 49 0 Q,• 0 69 y ,D 0 44 J 000 U V3 P 61 ,D 0 44 .., 4) A, O ✓ U 69 ,.O .6�. 4J $ 4,979.95 69 , ,- , F- - 69 N A 00 f9 w 05 U, 6) w 0 � _ C, 04 - -- H'. N .9 - O, 49 u N U 0 y ,W G Cl t p. .Z o NIQ WI A J $ 3,254,87 69 iV A J 69 1 IOW A J $ 3,254,87 $ 3,254,87 69 A J 69 N I, o0 J 60 N UO .- O, ,6 6 dA 0 .A 0 fry v OW O 00 W U 69 v p 0, $ 137,746.15 00 b w $ 22,027.56 69 , _. ... „ L., ..-WN O 0 0 , 00 EA u O Q 00 6A N T 'Si N A _. $ 79,229.90 69 00W QO `9 64 SD Total 0. 00 N • �v td A $ 4,519,152.60 $ 903,630.56 55,422,783.16 69 63 A J 69 61 00 AA Co J 1 $ 3,254.871 69 61 "co J 69 61 )N AA ix, J $ 3,254.87 1 69 61 N w 69 61 [J A J 09 +, w -0 - ,D 69 4, J 0 A 0 440 u J V, 00 U 49 d p, y 0 O, 0 u v 64 0, Y 9. 49 A .0 a .- w 69 A A ,9 69 , ,5 FF A a_ 49 _ - 4 „ 36 = _. FA J- w 0 N 69 A. J j ... N $ 592,554.34 t. j 3 289,377.99 49 o N a O, N J (l 7 7 0 fa 5w `-' Sirzi CT 0 C6 69 , 69 63 69 69 69 69 69 , 69 , 69 , 69 , VS 00 6.3 , J N A4-- J '4 69 69 i= 14 "..0, FA 54 0 T. 69 W •_ 0 O 69 O, N A $ 107,493.63 .. 0, 69 N A O 00 A 0 69 O, w LO 64 -' a Basin Land Cost 69 43 1.4 A 63 61 69 24 IJ AA 04 J 69 24 iJ 69 J 69 64 I. 46 J 69 1.1 A J 69 w 4,3 60 6A w N 69 $ 3,254.871 69 J 00 O, 0 050 A w v7 A 0 69 y 0 00 69 rn y ,O U O, 69 '7.-.3 O, u U 69 0 0 WI 69 N Nitn T 49 u 69 - ca 4. ' b 0 69 0- 0 ,O U 0, V, J b , O $ 700,047,98 .. _ - -6 69 61ay w 3 00 69 ,w a pp '-s..- Total Reimbursement (Construction Costs + Fees) 4 V v, tri EXHIBIT "B" Lodi Shopping Center (Sunwest Village) September 10, 2018 Reimbursement Agreement Page 28 4.2- REIMBURSEMENT APPLICATION FEE, ENGINEERING DESIGN COST, PLAN CHECK FEE, AND INSPECTION FEE 1. As shown on Table 4.1, the Total Cost for all Reimbursable expenses for Westgate Drive Area of Benefit, for the Sewer Area of Benefit, and for the Storm Drainage Area of Benefit is $5,422,783.16. This is the basis for determining the 1% Reimbursement Application Fee. 2. Included in the $5.42M total are some expenditures and credits that are not related to Engineering and City Plan Check and Inspection Fees, and therefore, these expenses and credits are backed out of the Reimbursement cost total when calculating the Plan Check and Inspection Fee amounts. a. The Westgate Drive excess width Right -of -Way dedication cost of $94,631.68 b. The Sewer Easement Dedication cost of $63,000 c. The Domestic and Industrial Wastewater pipe material credit of $252,762.83 is added to total cost. d. The Basin land acquisition cost of $ 903,630.56 e. The SJCOG Ag Mitigation fee cost of $101,214 (for the Basin parcel and Westgate Drive) f. Eleven Western Builders' Profit Fee + Insurance of $309,845.88 (for Westgate Dr. Frontage Improvements, for Sewer, and for Storm Drain, Basin, & Pump Station) With these adjustments, the Total Reimbursement cost basis for determining the Engineering Design cost, the Plan Check Fees, and the Inspection Fess is $4,203,224.19 The Reimbursement Application fee, Engineering and Administration Cost, City Plan Check Fees, and City Inspection Fees associated with Lodi Shopping Center Offsite Improvements Project are tabulated below on Table 4.2. The fair share division of these fees and design costs are then calculated based on the proportionate share of total construction cost attributed to each benefitting parcel. These costs are summarized on Table 4.3. Table 4.2- REIMBURSEMENT APPLICATION FEE, ENGINEERING DESIGN COST, PLAN CHECK FEE, AND INSPECTION FEE Reimbursement Total (Table 4.1) $5,422,783.16 - Adjustments: Westgate Dr. Excess R/W width dedication $ (94,631.68) - Sewer Easement Dedication City Reimbursement for Onsite IW&SS pipe material cost Basin Land Acquisition AG and Habitat Easement Costs $ (63,000.00) $ 252,762.83 $ (903,630.56) $ (101,213.68) Eleven WesternBuilders Profit Fee Insurance _...----.....-----------------.__.____._ + $ (309,845.88) _.._.._ Total Adjustments: $1,219,558.97) Net Reimbursement Total subject to Engr, Plan Check, & Insp. Fees $4,203,224.19 - Reimbursement App Fee (1%) $54,227.83 - Reimbursement Agreement report preparation $48,700.00 , Engineering (10%) $420,322.42 .. City Plan Check Fees $109,5$0.60 5.0% of First $100,000.00 3.5% of Next $200,000.00 2.5% of Amount Over $300,000.00 City Inspection Fees $148,362.85 4.0% of First $250,000.00 3.5% of Next $750,000.00 3.0% over $1,000,000.00 Total Fees associated with Reimbursement Application781,193.70 r3 1)6 t > tag, 682 13 217)41 62P0R )3 ea► tc u-tk4'L04 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement cs& led EXHIBIT "B" September 10, 2018 Page 29 Table 4.3- TOTAL REIMBURSEMENT COST SUMMARY (Including fees Site No. APNPP Reimbursement Fees Total Reimbursement (Construction Costs + Fees) (Construction Costs) Basin Land Cost � A lication Fee, Engineering PIan Check Fee, Insp. Fee) i 058-03-009jt 6331794, $ 163,838.14 17 3,i 700 4 374-33'51 2 058-03-010 3111 002. $ 24,083.40 53. 263 394 3'18 irs1/12,77 s 271,390.95 7-33t76:5 , 1, 48 96,f`33 4 058-03-016 $ 592,554.34 $ 107,493.63 99r 5yv Z a 779, Eta 5 058-03-004 $ 11,475.12 $ 5,621.43 ` 12.0 /'1t 8 3%123"4 %9r 024 5 058-03-030 $ 67,763.62 $ 33,I96.04 776 272 2 4t3 83(0 053-0:-031 '0 S 2 213 9 , i!3 It r 7H 7/Z ,_;.9,, 10 058-03-034 $ - $ - 2'/1 �l2 /7 ll, f'2fg - /4 a S 9d _ i ' 54 2,`70 g, , 43 5 - 1_2418 Z, 60Z _, 3 2,0 7. 11 058-03-006 $ 14,784-79 $ 7,242.77 2.484 12 058-04-001 $ 149,691.53 2-5; 57 1- 310¢4 7 g1® 13 058-04-002 $ 137,746.15 14 058-04-004 $ 46,479.56 15 058-04-005 $ 17,608.85 16 058-04-014 $ 84,789.40 1_1-412.#4. Z$r4 17 058-04-015 $ 7,811.69 / , %3 058-04-006 $ 3,254.87 _ 510 5 Lt '7 19 058-04-007 $ 3,254.87 20 058-04-008 $ 3,254.87 5- 5'7 T4 7 3,5 Oa Y 3, 5_0Z r -5,60a 21 058-04-009 $ 3,254.87 22 058-04-010 $ 3,254.87 23 058-04-011 $ 3,254.87 T lyc'T 24 058-04-012 $ 3,254.87 54'? 5,80Z - .B, soz 25 058-04-013 $ 3,254.87_ _ 5 117 Total: 41 C(00, za b $ 903,630.56 744/211 1 612,304.055 Notes: Parcel 3 is Developer of Lodi Shopping Center and Co -Applicant of Reimbursement Agreement. Parcels 7, 8, and 9 are part of the Van Ruiten Ranch Subdivision and Villa Fiore Subdivision. Owner of these parcels is Elliott Homes, LLC, Co -Applicant with BDC of Reimbursement Agreement. Executive Summary I. Disputed Issues: A. The eligibility of overhead and other indirect costs for reimbursement under LMC Chapter 17.62 B. The appropriate methods to allocate eligible costs to benefiting properties. BDC and Elliott are claiming reimbursable cost of $6,203,976.86 However, $2,565,556 of the claimed costs are not improvement cost and are ineligible for reimbursement: 1) $411,027: Claims General Contractor fees and charges embedded in Lump Sum contracts. 2) $370,836: Claims for overhead, site maintenance costs and other indirect costs 3) $597,449: Claims for General Contractor's "General Conditions, Insurance, and Profit". 4) $76,500: Claims for SJCOG Ag Mitigation Fees — Basin Land 5) $903,631: Claims for storm drainage basin land. 6) $205,112: Claims for fee reimbursement on ineligible costs where no fees ever were paid. Therefore, $3,638,420 represents BDC and Elliott's reimbursable costs including all fees. Description Method of Allocation LSR / FCB RA - 18-01 Westgate Dr 50 % - Sites 1 & 2 50% - Site 3 Assumed Sewer Demand (Sites 1,2 and 3) Sewer Seg 1 Area or Frontage Area or Frontage Sewer Seg 2 Site 3 - 100% Per Conditions of Approval Sites 4, 5, 7 Easement Recovery Sewer Seg 3 76%- Sites 7 & 8 24% Sites 4 & 5 Domestic Only Sewer Demand Sewer Seg 4 76% - Sites 7 & 8 24% Sites 4 & 5 Did Not Include Domestic or Industrial Storm Seg 1 Estimated Runoff Estimated Runoff Storm Seg 2 Estimated Runoff Estimated Runoff Includes Basin Excavation & Other Impr. Basin & Excavation Storage Capacity Allocated w/ Storm Seg 2 Pump St, Outlet & Pipeline to Basin Estimated Runoff Estimated Runoff 1 Cover Sheet Reimbursement Agreement Application Analysis Improvement Costs Amount Adjustments Basis for Adjustment Adjusted Amounts Fee Rate Total Fee Reimb Total Reimbursement Westgate 756,063.59 99,941.68 Certain sewer & storm drain were subject to 756,063.59 16.50% 124,750.49 880,814.08 Sewer 958,411.50 207,657.57 "Lump Sum" contracts that had overhead, general 750,753.93 16.50% 123,874.40 874,628.33 City Reimbursement for Sewer Pipelines (252,762.83) 63,000.00 conditions, supervision and other non- (252,762.83) 16.50% 41,705.87 (211,056.96) Storm Drain - Segment 1 106,558.36 192,925.75 improvement costs embedded in the contracts 106,558.36 16.50% 17,582.13 124,140.49 Storm Drain - Segment 2 743,295.20 203,370.06 (see detailed worksheets). 539,925.14 16.50% 89,087.65 629,012.79 Basin Pump Station 981,843.00 - 24,713.61 981,843.00 16.50% 162,004.10 1,143,847.10 Total 3,293,408.82 411,027.63 2,882,381.19 16.50% 559,004.63 3,441,385.82 Other Improvement Costs - (Utilities) Improvement cost for the Dry Utilities are not subject plan check and inspection fees. Accordingly, only the 10% Admin, Engineering, and Overhead plus 1% for RA Agreement preparation apply to these improvement costs. Westgate Westgate Sewer Storm Drain - 1SD Storm Drain - 2SD Basin Pump Station 155,244.05 99,941.68 155,244.05 11.0% 17,076.85 172,320.90 Total 155,244.05 - 155,244.05 11% 17,076.85 172,320.90 Non- Improvement Costs - (Indirect Costs) See "Lodi Shopping Center RA -Adjustments" Westgate Westgate 99,941.68 99,941.68 Non -Improvement cost not eligible for 24,713.61 Sewer Sewer 14,969.25 14,969.25 reimbursement (e.g. dust control, SWPPP, admin, Storm Drain - 1SD Sewer - Easement Deduction Storm Drain - 1SD 63,000.00 63,000.00 security). These costs are included in the 10% allowance for the developer on the City's Storm Drain - 2SD Storm Drain - 2SD 192,925.75 192,925.75 Ordinance. Basin Pump Station Basin Pump Station 109,637.40 109,637.40 Ordinance. Total Total 370,836.68 370,836.68 24,713.61 0 24,713.61 Non- Improvement Costs - (General Conditions, Insurance & Overhead) See "Lodi Shopping Center RA -Adjustments" Westgate Westgate 148,062.10 148,062.10 Non -Improvement cost not eligible for 24,713.61 Sewer Sewer 122,609.86 122,609.86 reimbursement (e.g. general conditions, Storm Drain - 1SD Storm Drain - 1SD 7,579.49 7,579.49 insurance, profit). These costs are included in the Storm Drain - 2SD Storm Drain - 2SD 210,560.50 210,560.50 10% allowance for the developer on the City's Basin Pump Station Basin Pump Station 109,637.40 109,637.40 Ordinance. Total Total 598,449.35 598,449.35 24,713.61 0 24,713.61 Non- Improvement Costs - (Mitigation Fees) See "Lodi Shopping Center RA -Adjustments" Westgate 24,713.61 - Summary 24,713.61 24,713.61 Sewer 903,630.56 -- Storm Drain - 1SD Storm Drain - 2SD 76,500.07 76,500.07 Basin Pump Station Total 101,213.68 76,500.07 24,713.61 - 24,713.61 Land for Drain age Basin. See "Lodi Shopping Center RA -Adjustments" Summary Land 903,630.56 903,630.56 Total 903,630.56 903,630.56 -- Grand Total 5,422,783.14 2,360,444.29 3,062,338.85 576,081.48 3,638,420.33 Westgate Drive Frontage Improvements Reimbursement Agreement Application Analysis Improvement Costs Amount Adjustments ' Basis for Adjustment Adjusted Amounts Fee Rate Total Fee Reimb Total Reimbursement Grading 78,388.32 24,713.61 155,244.05 78,388.32 16.50% 12,934.07 91,322.39 Storm Drain 10,766.00 155,244.05 11% 10,766.00 16.50% 1,776.39 12,542.39 Water 143,295.00 99,941.68 provided in the City of Lodi's Ordinance 143,295.00 16.50% 23,643.68 166,938.68 Concrete 76,906.78 81,670.31 items are reimbursed by the 10% fee 76,906.78 16.50% 12,689.62 89,596.40 Paving 385,182.00 148,062.10 provided in the City of Lodi's Ordinance 385,182.00 16.50% 63,555.03 448,737.03 Westgate Drive (unlocated math error) (1,874.51) (1,874.51) 16.50% (309.29) (2,183.80) Signal Modification 63,400.00 63,400.00 16.50% 10,461.00 73,861.00 Total 756,063.59 - 756,063.59 16.50% 124,750.49 880,814.08 Other Improvement Costs - (Utilities) I 1,184,025.03 248,003.78 No Adjustment to proposed for the cost. However, these cost are not subject to Plan Check and Inspection fees 142,074.47 1,078,095.72 SJCOG Ag Mitigation Cost Dry Utilities- PG&E, Elec, Cable 155,244.05 24,713.61 155,244.05 11% 17,076.85 172,320.90 Total 155,244.05 - 155,244.05 11% 17,076.85 172,320.90 Non- Improvement Costs - (Mitigation Fees) I 1,184,025.03 248,003.78 936,021.25 142,074.47 1,078,095.72 SJCOG Ag Mitigation Cost 24,713.61 - 24,713.61 1.00% 247.14 24,960.75 Non- Improvement Costs - (Indirect Costs) I 1,184,025.03 248,003.78 936,021.25 142,074.47 1,078,095.72 Excess width Street Construction R/W 94,631.68 94,631.68 These costs represent fees paid to a Surveying 5,310.00 5,310.00 Surveying and engineering is included in Total 99,941.68 99,941.68 provided in the City of Lodi's Ordinance - 0% - - Non- Improvement Costs - (General Conditions, I 1,184,025.03 248,003.78 936,021.25 142,074.47 1,078,095.72 Insurance & Overhead) These costs represent fees paid to a General Conditions 52,248.00 52,248.00 general contractor for contract admin., Insurance 14,143.79 14,143.79 site management and insurance. These Profit for the General Contractor 81,670.31 81,670.31 items are reimbursed by the 10% fee Total 148,062.10 148,062.10 provided in the City of Lodi's Ordinance - 0% - Total I 1,184,025.03 248,003.78 936,021.25 142,074.47 1,078,095.72 Sanitary Sewer Improvements Reimbursement Agreement Application Analysis Improvement Costs Amount Adjustments Basis for Adjustment Adjusted Amounts Fee Rate Total Fee Reimb Total Reimbursement Sewer (See narrative explanation for adjustment) 720,731.50 139,749.00 Overhead, General Conditions & Profit 580,982.50 16.50% 95,862.11 676,844.61 Utilties - Sewer (Lump Sum Contracts) 206,680.00 59,051.43 Embedded in Lump Sum Contracts 147,628.57 16.50% 24,358.71 171,987.29 Utilities - Sewer Bypass (Lump Sum Contracts) 31,000.00 8,857.14 22,142.86 16.50% 3,653.57 25,796.43 Total 958,411.50 207,657.57 750,753.93 16.50% 123,874.40 874,628.33 City Reimbursement 906,227.78 ' No Adjustment to proposed for the cost. Plan Check and Inspection fees 497,991.10 1 165,580.27 663,571.36] City Reimbursement for Sewer Pipelines (252,762.83) 63,000.00 (252,762.83) 16.50% 41,705.87 (211,056.96) Total (252,762.83) - (252,762.83) 16.50% 41,705.87 (211,056.96) Non- Improvement Costs - (Indirect Costs) 906,227.78 408,236.68_ I 497,991.10 1 165,580.27 663,571.36] Easement Deduction 63,000.00 63,000.00 SWPPP - Install & Maintance 12,394.25 12,394.25 SWPPP - Allowance 1,250.00 1,250.00 Dust Control 1,325.00 1,325.00 Total 77,969.25 77,969.25 - 0% - - Non- Improvement Costs - (General Conditions, Insurance & Overhead) 906,227.78 408,236.68_ I 497,991.10 1 165,580.27 663,571.36] General Conditions 19,990.49 19,990.49 Insurance 8,534.79 8,534.79 Profit for the General Contractor 49,282.33 49,282.33 Basin & Westgate Utilities General Conditions (25%) 44,802.25 44,802.25 Total 122,609.86 122,609.86 - 0% - - Total 906,227.78 408,236.68_ I 497,991.10 1 165,580.27 663,571.36] Storm Drain Improvements Reimbursement Agreement Application Analysis Segment 1 SD Improvement Costs Amount Adjustments Basis for Adjustment Adjusted Amounts Fee Rate Total Fee Reimb Total Reimbursement Storm Drain 106,558.36 1,118.86 106,558.36 16.5% 17,582.13 124,140.49 Total 106,558.36 0 106,558.36 16.50% 17,582.13 124,140.49 Non- Improvement Costs - (GC & Overhead) Insurance 1,118.86 1,118.86 Profit 6,460.63_ 6,460.63 Total 7,579.49 7,579.49 0 'Total 114,137.85 7,579.49 106,558.36 17,582.13 124,140.49 Storm Drain Improvements Reimbursement Agreement Application Analysis Segment 2 SD Improvement Costs Amount Adjustments Basis for Adjustment Adjusted Amounts Fee Rate Total Fee Reimb Total Reimbursement Basin 31,500.00 37,182.75 Overhead, General Conditions & Profit 31,500.00 16.5% 5,197.50 36,697.50 RCP Storm Drain Pipe Substitution 41,098.20 11,742.34 Embedded in Lump Sum Contracts 29,355.86 16.5% 4,843.72 34,199.57 Utilties - Storm Drain 369,360.00 105,531.43 263,828.57 16.5% 43,531.71 307,360.29 Handrail, Trash Rack, Headwall 50,544.00 14,441.14 36,102.86 16.5% 5,956.97 42,059.83 Importing and Stockpiling 119,105.00 34,030.00 85,075.00 16.5% 14,037.38 99,112.38 Stockpiling basin mat'I on Van Ruiten 37,500.00 10,714.29 26,785.71 16.5% 4,419.64 31,205.36 Gravel and Fabric 66,188.00 18,910.86 47,277.14 16.5% 7,800.73 55,077.87 Chain Link Fence at Basin 28,000.00 8,000.00 20,000.00 16.5% 3,300.00 23,300.00 Total 743,295.20 203,370.06 539,925.14 16.50% 89,087.65 629,012.79 Non- Improvement Costs - (Indirect Costs) 1,223,281.52 683,356.38 539,925.14 1 89,087.65 629,012.79 SWPPP - Install & Maintance 37,182.75 37,182.75 SWPPP - Allowance 3,750.00 3,750.00 Dust Control 3,975.00 3,975.00 10 Acre Vine Demolition 90,000.00 90,000.00 - 0.00%1 - Additional Vine Removal 29,018.00 29,018.00 Maintain SWPPP Offsite Stockpile area 14,000.00 14,000.00 Van Ruiten Vineyard Haul Road Repairs 15,000.00 15,000.00 Total 192,925.75 192,925.75 - 0.00% - Non- Improvement Costs - (General Conditions, Insurance & Overhead) 1,223,281.52 683,356.38 539,925.14 1 89,087.65 629,012.79 Basin & Westgate Utilities General Conditions (75%) 134,406.75 134,406.75 Insurance 11,241.59 11,241.59 Profit 64,912.16 64,912.16 Total 210,560.50 210,560.50 - 0.00%1 - Non- Improvement Costs - (Mitigation Fees) SJCOG Ag Mitigation Total 76,500.07 76,500.07 76,500.07 76,500.07 0.00% Total 1,223,281.52 683,356.38 539,925.14 1 89,087.65 629,012.79 Storm Drain Improvements Reimbursement Agreement Application Analysis Basin Pump Station Improvement Costs Amount Adjustments Basis for Adjustment Adjusted Amounts Fee Rate Total Fee Reimb Total Reimbursement Sitework (Lump Sum Contracts) 77,625.00 37,156.00 77,625.00 16.50% 12,808.13 90,433.13 Storm Drain (Lump Sum Contracts) 839,098.00 10,699.49 839,098.00 16.50% 138,451.17 977,549.17 Electrical (Lump Sum Contracts) 16,170.00 61,781.91 16,170.00 16.50% 2,668.05 18,838.05 Conduits & Service Requirements (Lump Sum Contracts) 48,950.00 109,637.40 48,950.00 16.50% 8,076.75 57,026.75 Total 981,843.00 - 981,843.00 16.50% 162,004.10 1,143,847.10 Non- Improvement Costs - (GC & Overhead) 1,091,480.40 109,637.40 I 981,843.00 162,004.10 1,143,847.10 General Conditions 37,156.00 37,156.00 Insurance 10,699.49 10,699.49 Profit 61,781.91 61,781.91 Total 109,637.40 109,637.40 - 0.00% - - Total 1,091,480.40 109,637.40 I 981,843.00 162,004.10 1,143,847.10 Lodi Shopping Center RA- Adjustments Summary Explanation for the Required Adjustment Item Description Total Explanation Westgate Drive Table 1.1 1 Surveying 12 EWB General Conditions 12 EWB Insurance 12 EWB Profit 14 Excess Width- Westgate ROW Total Westgate Drive Sanitary Sewer Table 2.1 1 30" Sewer Trunk line 2 30" Industrial Line 3 24 " Sewer Trunk line 4 21" Sewer Trunk line Subtotal 13 EWB General Conditions 13 & 18 EWB Insurance (5,411.55 + 3,123.24) 13 & 18 EWB Profit (31,247.85,+,18,034.48) 14 Basin & Westgate General Conditions Subtotal 17 Utilities- Sewer 17 Utilities Sewer Bypass Subtotal 12 Easement Dedication 15 SWPPP- Install and Maintain 15 SWPPP- Allowance 16 Dust Control Subtotal Total Sanitary Sewer Segment 1 Storm Drain Table 3.2 7 EWB Insurance 7 EWB Profit 5,310.00 52,248.00 14,143.79 81,670.31 94,631.68 248,003.78 Not an improvement cost. The 10% allowance in LMC Chapter 17.62 is intended to cover engineering and surveying. Not an improvement cost. The 10 % allowance in LMC Chapter 17.62 covers administration, supervision, incidental expenses, and the like. Not an improvement cost. The 10% allowance in LMC Chapter 17.62 is intended to cover insurance. Fees paid to a general contractor are not improvement cost. A general contractor cannot be hired to circumvent the requirements of Chapter 17.62. Per the supporting Purchase Agreement, the Developer was not obligated to pay for any Westgate Drive Right of Way required by the City of Lodi. 17,860.00 The Unit Costs in the RA for Items 1 through 4 are represented as $175.00, $167.00, $127.00, and 117.50 per lineal foot. We noted in the draft RA for 40,740.00 Elliott that the 30" Industrial Line in Segment 2 cost $137.31 per lineal foot. This cost was $38.00 less that the 30" Industrial line in Item 2. 64,875.00 We met with the contractor regarding this discrepancy and learned that their bids for Items 1 through 4 were for $137.00, $137.00, $90.00 and $78.00 16,274.00 respectively. They were instructed by EWB tomodify their bid by increasing the cost of these four Items and decrease the cost on non -reimbursable Items. This resulted in an overstatement of costs from $30.00 to $39.50 per lineal foot for a total of $139,749.00. It may have also resulted in an over statement 139,749.00 of pipe cost and the resulting reimbursement from the City of Lodi. There is insufficient information in the RA to determine the specific pipe cost. 19, 990.49 8,534.79 49,282.33 44,802.25 $ 122,609.86 Not an improvement cost. The 10 % allowance in LMC Chapter 17.62 covers administration, supervision, incidental expenses, and the like. Not an improvement cost. The 10% allowance in LMC Chapter 17.62 is intended to cover insurance. Fees paid to a general contractor are not improvement cost. A general contractor cannot be hired to circumvent the requirements of Chapter 17.62. Not an improvement cost. The 10 % allowance in LMC Chapter 17.62 covers administration, supervision, incidental expenses, and the like. $ 59,051.43 These two adjustment represents estimates of the general conditions, insurance, and profit provisions embedded in Phase 1 "Lump Sum Contracts. $ 8,857.14 We asked the BDC to provide the specific support for the overhead, admin, supervision and general contrator profit in the Lump Sum Contracts. They refused to do so. Accordingly, we estimated the amounts and made the adjustments. $ 67,908.57 63,000.00 The easement dedication was required as a Condition of Approval. The Conditions of Approval did not provide for any reimbursement for this item 12,394.25 SWPPP is a general site maintenance expense not an improvement cost. Therefore, it is part of the 10% allowance. 1,250.00 SWPPP is a general site maintenance expense not an improvement cost. Therefore, it is part of the 10% allowance. 1,325.00 Dust Control is a general site maintenance expense not an improvement cost. Therefore, it is part of the 10% allowance. $ 77,969.25 $ 408,236.68 $ 1,118.86 Not an improvement cost. The 10% allowance in LMC Chapter 17.62 is intended to cover insurance. $ 6,460.63 Fees paid to a general contractor are not improvement cost. A general contractor cannot be hired to circumvent the requirements of Chapter 17.62. Total Segment 1 Storm Drain Segment 2 Storm Drain Table 3.3 1 EWB General Conditions 11 EWB Insurance 12 EWB Profit Suntotal Segement 2 Storm Drain 2 SWPPP- Install and Maintain 3 SWPPP- Allowance 4 Dust Control 6 Demolition 10 Acres Vines 6 Additional Vine Removal 8c SWPPP Offsite Stockpile 8d R&R Irrg. Lines xing on haul road Subtotal Segment 2 Storm Drainage 7 Grading 5c Ultilities- Storm Drain RCP Storm Drain Pipe Substitution 8b Handrail Trash Rack, Headwall 7b Importing and Stockpiling 7c Stockpiling basin mat'I on Van Ruiten 7d Graval and Fabric 8a Chain Link Fence 13 Mitigation Fee Subtotal Segment 2 Storm Drainage Total Segment 2 Sorm Drainage Pump Station & Century Blvd Table 3.4 6 EWB General Conditions 6 EWB Insurance 6 EWB Profit Total Pump Stn. & Century Blvd $ 7,579.49 $ 134,406.75 Not an improvement cost. The 10 % allowance in LMC Chapter 17.62 covers administration, supervision, incidental expenses, and the like. $ 11,241.59 Not an improvement cost. The 10% allowance in LMC Chapter 17.62 is intended to cover insurance. $ 64,912.16 Fees paid to a general contractor are not improvement cost. A general contractor cannot be hired to circumvent the requirements of Chapter 17.62. $ 210,560.50 37,182.75 3,750.00 3,975.00 90,000.00 29,018.00 14,000.00 15,000.00 $ 192,925.75 11,742.34 105,531.43 14,441.14 34,030.00 10,714.29 18,910.86 8,000.00 76,500.00 $ 279,870.06 $ 683,356.31 37,156.00 10,699.49 61,781.91 $ 109,637.40 SWPPP is a general site maintenance expense not an improvement cost. Therefore, it is part of the 10% allowance. SWPPP is a general site maintenance expense not an improvement cost. Therefore, it is part of the 10% allowance. Dust Control is a general site maintenance expense not an improvement cost. Therefore, it is part of the 10% allowance. Vine demolition is not an improvement cost. In addition, vineyard removal in Lodi averages $800 to $1500 per acre depending on the desposal requirements for the vines and stakes. The $9,000 per acre cost in the RA is completely unreasonable and unsupportable. SWPPP is a general site not an improvement cost. Furthermore, the stockpile was maintained for the convenience of the Developer for grading purposes. This amount was paid to repair damages to the haul road on the Van Ruiten property west of the Project where dirt was trucked for future grading purposes. The cost has nothing to do with the basin and everything to do with utilizing the dirt excavated from the basin to grade other property. The Segment 2 storm drain pipelines, excavation, and other basin improvements were not itemized as required by Chapter 17.62. The RA describes Lump Sum contracts as being used to do this Seg. 2 work. As previously noted, the RA says that Lump Sum contracts include charges for general conditions and other non - construction costs. In the absence of more complete information including itemization of the costs, we had to estimate the non -improvement costs embedded in the Lump Sum Contracts. We asked the BDC to provide specific support for the overhead, admin, supervision and general contractor profit in the Lump Sum contracts and they refused to do so. Their position was that all the indirect charges for overhead, supervision, etc. are reimbursable and no itemization was necessary. Not an improvement cost. The 10 % allowance in LMC Chapter 17.62 covers administration, supervision, incidental expenses, and the like. Not an improvement cost. The 10% allowance in LMC Chapter 17.62 is intended to cover insurance. Fees paid to a general contractor are not improvement cost. A general contractor cannot be hired to circumvent the requirements of Chapter 17.62. City of Lodi -Public Works Cost Sharing Analysis in Spring of 2014 Westgate Drive Public Works Staff did not prepare an analysis for the Westgate Drive surface improvements. Staff's analysis only addressed the major sewer and storm drain systems to be built in Westgate Drive. Their analysis for these systems were summarized in the "Sewer" and Storm "Drainage" sections below. Sewer Segment 1 (Point B to Point C) This cost was allocated 50% to LSR and 50% to the Shopping Center. Sewer demand (flow) was not a consideration. The 50:50 split between LSR/FCB and BDC/Etat excluded the City's planned electrical substation site. Basically, the idea was to divide it evenly between the two development projects. This allocation was part of a larger plan by the Staff to fairly allocate the cost of of all the major sewer lines given the existing Conditions of Approval for the Shopping Center and the size of the residential projects south of the Shopping Center. (See the discussion below for Segment 2 for more details). Sewer Segment 2 (Point A to Point C) The cost to construct both the domestic and industrial sewer trunklines, was a Condition Of Approval imposed in 2009 by the City Council. In addition, the Conditions of Approval required the dedication of an easement for these sewer lines through the Shopping Center parking lot. During Staff's presentation of their Cost Sharing Analysis in 2014 Staff offered to have the City of Lodi pay the cost for the sewer pipe (material) for all the domestic and industrial lines being replace. Staff acknowledged that these were major sewer lines serving the entire City Lodi Shopping Center Reimbursement Agreement Comparative Method of Allocating Reimbursable Costs to Benefitting Properties FCB Homes/LSR Proposed Allocation of Reimbursable Costs Westgate Drive In our analysis of the Reimbursement Agreement we noted that most of the costs were allocated to the adjacent properties either on the basis of street frontage or area of roadway improvements to the center of the street. We are in general agreement with the allocation methods with the exception of the traffic signal modification. This cost should have been more heavily weighted to the commercial property. Despite our disagreement, we are not disputing the allocation set forth in the Reimbursement Agreement. It should be noted that the 10 inch water line in Westgate Drive was allocated on the basis of front footage including, the City owned property. This is consistent with the City's Spring 2014 analysis for the Segment 1 sewer line. The reason for this method is that the size of the 10" water main is driven by City's water master plan and, therefore, had to built in this specific location of Westgate Drive as the street was constructed. The City applied the same theory to the Segment 1 Sewer line even though the area benefiting from that line, north of Kettleman Lane, determined the size of the sewer line and benefitted from it's construction. These properties were not allocated costs because much of the property is not annexed to the City and timing of future reimbursements is uncertain. This allocation method gave BDC both certainty and timely reimbursement. Sewer Segment 1 (Point B to Point C) We agreed to Staffs 2017 cost allocation method and we support it now with one exception. In 2014 the City's property at Westgate and Kettleman was planned to for an electrical substation. The City has abandon that plan. Accordingly, it could be used for a variety of uses in the future. Therefore, The 50% allocated to the west frontage on Westgate should be allocated proportionately to LSR/FCB and the City Sewer Segment 2 (Point A to Point C) We agreed to Staff's 2014 cost allocation method and we support it now. BDC/ Elliott Homes & SNG & Associates Lodi Shopping Center Reimbursement Agreement Westgate Drive The front foot and area allocation methods set forth on the Reimbursement Agreement are generally acceptable. Our issue with the traffic signal modification does not materially affect the overall allocation of costs. Sewer Segment 1 (Point B to Point C) The RA assigned a sewer generation assumption to the LSR property, the City's parcel and the retail. The cost of the sewer line was allocated based on the computed sewer generation even though there's no connection between the size of the sewer trunkline and the sewer generated by these properties. This strategy to allocate the costs to construct a major trunkline based on the demand from a few adjacent properties only serves BDC's larger scheme to minimize their share of the major domestic and industrial sewer lines. Sewer Segment 2 (Point A to Point C) The RA completely ignores both the Conditions of Approval and Staff's 2014 Sewer Cost Allocation Analysis presented and discussed with the developers and their consultants. The RA adopted a theory, created by BDC, that the benefit from these sewer improvements accrue to the property owners to the south because the Segment 2 domestic and industrial lines are replacing older ones. The older sewer lines have easements which will be abandon thereby " creating more useable area in these parcels to develop". This theory completely disregard the traditional definition of "benefit" which of Lodi and it was not appropriate to expect the developers of this area to pay 100% of the cost to relocate the lines. Staff estimated that the pipe cost would be approximately $600,000 and represented about two-thirds of the total cost. The remaining cost (about a third) representing the cost of labor to install the pipelines was to be allocated to the developers. Staff's proposal substantially reduced the cost for BDC since the 2009 Conditions of Approval since they were obligated to absorb 100% of the cost. Staff also acknowledged that allocating the installation cost based on the expected sewer flow from each project was not a reasonable allocation method. For example, there is no sewer flow from any of the projects into the industrial line. Accordingly, if the cost allocation was done by flow from each project the the allocation would be zero. The results would not be much different for the domestic sewer line. The new projects represent a tiny fraction of the flow capacity in the domestic line. However, the projects need the domestic line to convey their wastewater through the system and allocation of cost is reasonable The allocation method in Staff's 2014 analysis for Segment 2 followed the 2009 Conditions of Approval and 100% of the cost was allocated to the Shopping Center site. ISewer Segment 3 (Domestic Only) Villa Fiore 76% and LSR 24% of installation (labor) only. Sewer Segment 3 (Domestic Only) We agreed to Staff's 2014 cost allocation method and we support it now. The industrial trunklines in from the southwest corner of the Shopping Center should be part of this RA and it's not. Elliott is a coapplicant and their work should be added to this RA. has always meant providing supplemental capacity. There is no capacity whatsoever in Segment 2 for anyone other than BDC. They are the only ones who connect to Segment 2. The Reimbursement Agreement also ignores the City's Public Works Director's acknowledgement in 2014 that the main beneficiary from the relocation and replacement of the domestic and industrial lines is the City of Lodi. This was followed by his proposal to have the City pay for the entire pipe costs. Staff and everyone else with any knowledge of the City's infrastructure were aware that the lines were old and needed to be replaced. Several years ago the City lined both sewer lines from the west edge of the Villa Fiore project all the way to the Sewer Plant. They deferred any maintenance on the lines in the project area because they expected the Southwest Gateway developments to help facilitate the replacement of those truck lines. The property owners didn't need or ask for the lines be replaced and relocated. The City simply had to do it. Interestingly, the BDC site is the only property that connects to Segment 2 sewer lines. From the standpoint of who received the benefit in the traditional sense of have sewer capacity from the improvement, it's BDC and BDC only. The RA goes through the exercise of imputing capacity demand for the BDC site. The calculation assumes the BDC demand is equivalent to an 8" sewer pipe with three manholes. Throw-in $2,050 of indirect cost and come -up with a total cost equivalent to BDC of $45,975. This number is represented as BDC's allocation of Segment 2 sewer cost. Of course, what's not highlighted is the $63,000 charge from BDC in the RA for the Segment 2 easement through and under the parking lot more than offsets the cost allocation. In fact, BDC manages to make $17,000 on the deal. The BDC theory also disregards the fact that the City required the property owners to remove both the old domestic and industrial lines at their costs. So, apparently there's no ceiling on the value of the easement property abandon by the City in favor of the new pipelines. Clearly, this allocation method is rooted in BDC's desire to shift 100% of the domestic and industrial lines to someone else. BDC accepted the Condition of Approval in 2009. Then, BDC took the City's offer to pay for the pipe cost. Now, in the RA, they attempt to have someone else pay for the installation, indirect costs, fees, and the cost of the easement that what supposed to be dedicated. Sewer Segment 3 (Domestic Only) The RA allocates the cost of the domestic line on the an estimated flow from Westgate Drive properties. As previously mentioned, in the 2014 Staff Analysis for Seg. 1 & 2, Staff did not feel it was appropriate to allocate cost based on domestic demand for a handful of properties. This is more of an issue in Segment 3 because, while both the Elliott site has the same amount of Westgate Street frontage as the LSR/FCB site. The Elliott site could, but does not, connect to the domestic line in Westgate Drive. It could be argued that the reason it does not connect at Westgate Drive was to avoid having that portion of Elliott's sewer demand included in the Segment 3 calculation. In addition, the calculations are flawed. The calculations overstates the land area for the LSR/ FCB sites. These sites are undeveloped. The future street dedications and other non -sewer generating uses are still in the acreage numbers. On the other hand, the Shopping Center property is shown net of all Kettleman, Lower Sacramento Road, and Westgate Drive roadway dedication requirements. This issue of misrepresenting the acreage of undeveloped properties (i.e. gross) versus the BDC site (i.e. net) is done in both the sewer and storm drainage demand calculations to overstate the demand from the undeveloped properties. One of the issues with this RA is that one may not recognize is the fact that the Segment 3 industrial line is excluded. It was in Staff's 2014 analysis. Where is it? Elliott and BDC are joint applicants so you'd assume the all the reimbursements are contained in one RA. Unfortunately, they're not. While Elliott installed the industrial line for Segment 3 they are planning to apply for a second RA. We saw the draft. It showed the cost for the Segment 3 industrial line being allocated based on the BDC easement recovery theory. The draft RA assumes that the Segment 3 industrial line cost should be allocated to the easement recovered east of Westgate Drive. Apparently, their thinking is that until the new sewer lines cross Westgate Drive where the old line intersects with the replacement lines, all installation costs for the industrial lines are associated with the old easement to be recovered east of Westgate Drive. It's our opinion that any and all work that BDC and Elliott expects Reimbursement for should be part of this RA. Sewer Segment 4 Sewer Segment 4 Sewer Segment 4 Villa Fiore 76% and LSR 24% of installation (labor) only. See the discussion for Segment 2 for more details. We agreed to Staff's 2014 cost allocation method and we support it now. Not part of RA. Elliott installed and is planning a separate RA. We think it should included in this RA to settle any open issues Storm Drain Segment 1 Storm Drain Segment 1 Storm Drain Segment 1 The Storm Drain Cost Segmentation in Staff's 2014 analysis is different from The Reimbursement Agreement. Staff included the entire length of pipeline in Westgate Drive from Kettleman Lane to Century in Segment 1. The total length of Segment 1 was 1,460 lineal feet (LF). The first 560 LF of the pipeline Iwas a 42 inch diameter pipe and the cost was allocated based on the expected storm water runoff from the adjacent properties on both sides of Westgate Dr. (i.e. City's parcel, LSR/FCB's Gateway North Unit 2, and the Shopping Center). The pipeline diameter increased to 48' for the remaining 900 LF to Century Blvd. The cost for this stretch of the pipeline was allocated in the same method (based on runoff) except it included the Gateway North Unit 2 properties in the calculation. The expected runoff computation used as a basis for allocation the Segment 1 We agreed to Staff's 2014 cost allocation method and we support it now. Segment 1 in the RA represents a total length of 1,280 LF. This Segment is 180 feet shorter that Staff's analysis. This Segment is 180 LF short of reaching Century Blvd. In addition, the pipe diameters are significant smaller. Pipe sizes start with an 18 inch diameter (308 LF), then 24 inch diameter (120 LF), next 36 inch diameter (700 LF), and finally 42 inch diameter (80 LF). The cost of the entire 1,280 LF is allocated to the properties fronting the first 500 LF only. It should be noted that in computing the runoff from each property the RA uses a different assumption in determining the acreage for the properties. The computation includes the "gross acres" for all parcels other than the Shopping Center. For the Shopping Center property the RA uses the" net acres". The net acres represent the reduction in acreage resulting from the dedication of property for certain roadways like Kettleman Lane and Westgate Drive as the uses the gross acres of all properties. Segment 1 in the RA uses net acres for the Shopping Center and gross acres for the other properties. (See the RA Analysis for Storm Drain Segment 1) properties are developed. The difference between the gross and net acreage for the Shopping Center is approximately 2 acres. This results in an understatement of the runoff from the Shopping Center relative to the other properties. Storm Drain Segment 2 Storm Drain Segment 2 Storm Drain Segment 2 The Storm Drain Cost Segmentation in Staff's 2014 analysis is different from The Reimbursement Agreement. Segment 2 represents 600 LF of 48 inch pipeline and the outlet into the drainage basin. The costs for the all 600 LF Tare allocated based on runoff from various properties. Gateway Unit 1 and2, ithe City's parcel and the Shopping Center are allocated the cost of 400 LF. These properties combines with the Elliott and Van Ruiten property are allocated the cost for the remaining 200 LF plus the outlet to the drainage basin. We agreed to Staff's 2014 cost allocation method and we support it now. The RA fails to itemize the Segment 2 costs in a manner comparable to the 2014 Staff Analysis. The RA appears the include the pipeline and the outlet costs in Table 3.3 as Items 5c. The precise description for 5c says "Utilities- Storm Drain and RCP Storm Drain Pipe Substitution" IThe total cost claimed for 5c is $410, 458. This amount is nearly 3 times the cost estimate in Staff's 2014 Analysis. Items 1, 2, 3, 4, and 6 in Table 3.3 are all overhead, administration and other costs not eligible for reimbursement. The RA appears to include the basin excavation and other improvements costs in Table 3.3 as Items 7 and 8. Items 7 and 8 are all "Lump Sum" totaling $361,837. This amount is nearly 2 time the $197,000 cost estimated by Staff. There several problems with the lack of itemization including the fact that it's required by Chapter 17.62. The main problem as it relates to allocating the costs is that the method of allocating the cost for the pipeline and outlet is different from the method of allocating the drainage basin and related Improvements. The basin and related improvement costs are allocated based on the storage capacity in the basin. The pipeline costs are allocated based on the runoff. Staff's Analysis recognized that there is insufficient capacity in the basin for all the computed runoff. So, Staff was limited to allocating the costs for the design capacity. Staff determined that the LSR/FCB Gateway Unit 2 site would have to create additional storage when it developed. The RA did ignores the lack of capacity by simply allocating the basin excavation and related cost by the runoff assuming that the basin is designed to store it all. Unfortunately, it's not so the method is flawed. Drainage Basin and Basin Improvements Drainage Basin and Basin Improvements Drainage Basin and Basin Improvements These costs were allocated based on the storage capacity on the basin. Staff determined that the basin design was inadequate for the storage required by all the properties and that LSR/ FCB's Gateway Unit 2 would have to expand the basin and create their own capacity. We agreed to Staff's 2014 cost allocation method and we support it now. The RA did ignores the lack of capacity by simply allocating the basin excavation and related cost by the runoff assuming that the basin is designed to store it all. Unfortunately, it's not so the method is flawed. Pump Station, Outlet and Pipeline from Pump Station to G -Basin Pump Station, Outlet and Pipeline from Pump Station to G -Basin Costs were allocated based on the computed runoff using the gross acres as the denominator. Pump Station, Outlet and Pipeline from Pump Station to G -Basin We agree with the runoff calculation method using the properties gross acreage. All properties will eventually be discharging from the 1-2 Basin to the G -Basin Pump Station, Outlet and Pipeline from Pump Station to G -Basin The RA used the runoff method. However, it used the "Net Acres" for the Shopping Center property. Southwest Gateway Cost Sharing Analysis Assumptions and Notes 1. The Commercial Properties (Group C) are the first to develop. 2. The city of Lodi is responsible for the cost of the wastewater trunk line pipe material (not including the industrial wastewater line). 3. The Commercial Property (Group C) plans on draining into Basin "1-2". 4. Pipe costs include manholes, bypass pumping, etc. 5. Miscellaneous basin improvements include maintenance road, landscaped buffer, etc. 6. Configurations and prices shown are for comparison and discussion purposes only. These documents were prepared for the purposes of assisting in discussions between the stakeholders of the Southwest Gateway area. in .ry Group C 05803013 8. LODI III L Southwest Gateway (SWG) Cost Sharing Exhibit 1 Existing Conditions 4/-..5..=.. HWY 12..i1...MM..IEB.11. .1 M.."4 1r ■ Group B L 05803010 LODI CITY or Group A 95803003 REICHMUTH, ANDREW 7 ETAL Group E 05803014 N RUITEN RANCH L 02 Group E 05803015 VAN RUITEN RANCH LP • rn Group C 05803011 BCC LORI 01 LP Group C 05803012 MAL MART REAL EST BUSINESS TR Group D `iEy 05803016 LODI LSR PROPERTIES LLC r Group D X011 05803404 t7 LODI LSR PROPEVIIES L Group E • 05803017 VAN RUITEN ROACH LP Group E 05803018 VAN RUITEN RANCH LP Group F- 05804001 SCHUMACHER. WELDON & BONNIE TR Group F 05804002 SCHUMACHER, WELDON & BONNIE TR Group F r 05804004 0 SCHUMACHER. WELDON & BONNIE " CO r".."7:i Group G 1 •i I 05804014 .1l.I E• • TAMLSRA, JOEY TR ' ! -- —Group F Ell •. 05804905 40- i+`+S[I +MEFMRBt9l W& BONNIE TR N 1 • i • 1 1 1 1 Horned/ Ln. _ irTY�71-..177777T71„...; Y ..��.�N�M� a I ij-(21SD)- -10•1305 TN cv • Y 1' °1 Nos. { ti �1Q II 04 co yr 1I �-*(4214"):4-'- 1 V7. 0 r)' t' 0: 0)' o' rr 4- (42SD) tcr 0. ct) 0 M el P,1 N 1 Legend (48SD)• WW Existing SD Existing '714071--..; S 1 inch = 500 feet Document Path: \\CVCFILV02\PubWks$\DEV_SERV\Developments\Lodi Southwest Gateway\Cost Sharing\SWG-CostSharing01-ExCond.mxd Date: 4/15/2014 Group 5803013 j Southwest Gateway (SWG) Cost Sharing Exhibit 2 Land Uses & Drainage Boundaries i Group A 05803009 Group B 05803010 E Park 1 Group E f 05803014 1 it Group E 1 05803017 1 -kW? 'Tr --1 Group C 05803011 Group C 05803012 Group E 05803015 Group E 05803018 Park. Group F 05804001 Group D 05803016 Park 1 1 Group F 05804002 ,Park 1 Group G 05804014 Basin Basin "I=2" Park/Basin Group 0580300 Group F (§3 05804004 1 1 1 Legend 1 Commercial High Density Residential Medium Density Residential Low Density Residential re daimOpen Space Public/Quasi-Public co - - - - Drainage Boundary 0 ce 0 .r E 0 u) d 3 0 J 1 1 1 S E u 3.�T,.,-. .. r. eat 0. 16 i 011 OS r _L 1 i Group F 1 05804005 11 s 11 • 1• !aaa...t�.aaw�aa.... Harney Ln. er;r S 1 inch = 500 feet Document Path: \\CVCFILV02\Pub'Wksu\DEV_SERV\Developments\Lodi Southwest Gateway\Cost Sharing\SWG-CostSharing02-LandUses mxd Date: 4/14/2014 Southwest Gateway (SWG) Cost Sharing Exhibit 3 Wastewater Improvements 1.._..-.1 r.._ 11_ 11_ 1._.,-I.._:,A-,._.. Group E ! 05803014 P CWW-01 HWY 12 Group B 4 058030100 Point B • ■ Group A 05803009 Group E 05803015 ry Group C 05803012 . W Point C CWW-03 4 CIW-02 r 1 Point E 1 i i 1 1 r 1 Group E 05803017 A Group C 05803011 WW -05 Group D 05803016 • ► Lroup C 05803013 Point A co 1301Wj 121 WNj A (301W) CWW-02 CIW-01 — Group E (42WW) (42WW) 05803018 A Group F 05804001 iGroup F 05804002 . 1 I 1 ' Vi. Group F m - I 05804004 0i 1 Group G ' 1.1 05804014 i ! —.......,.,*,-1,r i 1 Group F I r 05804005 E L.._._..... _..«. f.04.....1.04`..i 5 m..—.. -.. a...........Harney Ln. Lower Sacramento Rd. 0 E • �% • m• .. 11A •.....- COI �, GCS met Sa �,o Legend ► SWG WW Mainlines WW Existing CWW Connection to WW CIW Connection to IW IW Industrial Wastewater WW Wastewater s 1 inch = 500 feet Southwest Gateway (SWG) Cost Sharing Exhibit 4 Storm Drainage Improvements 0 co r 1U�rna'ar1a�r,a•rr-HWY12 �•stt1SSD) Group A 05803009 Group B 05803010 9 0 • Group E 05803014 Group E 05803017 Group E 05803015 mss?- (42SD)o 'f(42SD)• t -(4 co Ei N co iom Kettleman Ln. co � ---- �� 9 • .(18SD)- — •(-18SD)• — Group C y 05803011 Group C Group 05803012 058030' Group D 05803016 Group G 05804014 Group E 05803018 �•—(21SD)——(30SD)—f 1( N Ems' 3eI 1, (;BSD) O— R w to, Group ? 0580300 ! N 1 D) le SO -03 Legend Future I Basins SD Mainlines - -- — - - SD Existing • - - - - Drainage Boundary SD Storm Drain PS Pump Station •r — assD Century sfl-07 -r3— ( ) Blvd. f -1 1 1 1 2f D)—(42SD) — E a N V7 N P RPS ti} Group F 05804004 1 1R4-4i1.i lm.••r••.r. • wa Group F 05804005. 1 • 1 ■ L ca S 1 inch = 500 feet 1 Harney Southwest Gateway Cost Sharing Analysis Property Information & Calculations By: SN Date: 4/16/14 Property Information Land Use 1 Storm Drainage' Approx. Basin Volumes (Ac -Ft) Master Plan Drainage g Location Wastewater (for reference only) Owner Group APN Property Owner 1 Property Owner 2 Parcel Size (Ac) Total (Ac) LU LU Area (Ac) C Factor CA 'Total CA Generation Factor4 (gpd/acre) Subtotal (gpd) Total (gpd) A 05803009 REICHMUTH, ANDREW T ETAL VICTORIA L BOCK TR 33.21 33.21 HDR 9.00 0.5 4.50 14.48 5.79 1-2 3,500 31,500 68,795 MDR 9.00 0.5 4.50 2.520 22,680 LDR 12.21 0.4 4.88 1,197 14,615 PARK 3.00 0.2 0.60 B 05803010 LODI CITY OF 4.07 4.07 P/QP 4.07 0.5 2.04 2.04 0.81 I-2 - C 05803011 05803013 05803012 BDC LODI 111 LP BDC LODI III LP WAL MART REAL EST BUSINESS TRU BROWMAN DEVELOPMENT COMPANY BROWMAN DEVELOPMENT CO RE PROPERTY TAX DEPT 6.97 9.26 18.29 34.52 C 6.97, 0.7 4.88 24.16 9.67 1-2 2,000 13,940 69,040 C 9.26 0.7 6.48 2.000 18.520 C 18.29 0.7 12.80 2,000 36,580 D 05803004 05803016 :LODI LSR PROPERTIES LLC LODI LSR PROPERTIES LLC 0.95 22.02 22.97 HDR 5.00 v 0.5 2.50 9.19 3.68 1-2 3,500 17,500 36,018 LDR 15.47 0.4 6.19 1,197 18,518 PARK 2.50 0.2 0.50 E 05803014 05803015 05803017 05803018 VAN RUITEN RANCH LP VAN RUITEN RANCH LP VAN RUITEN RANCH LP VAN RUITEN RANCH LP 8.7 12.33 33.18 19.19 73.4 HDR3 5.10 0.5 2.55 34.81 13.92 1-2 3,500 17,850 244,596 MDR3 8.40 0.5 4.20 2,520 21,168 LDR3 33.90 0.4 13.56 1,197 40,578 PARKS 5.00 0.2 1.00 _ BASINS 6.00 1.0 6.00 p/Qp3 15.00 0.5 7.50 11,000 165,000 F 05804001 05804002 05804004 05804005 SCHUMACHER, WELDON & BONNIE TR SCHUMACHER, WELDON & BONNIE TR SCHUMACHER, WELDON & BONNIE TR SCHUMACHER. WELDON & BONNIE TR 39.09 39.07 14.28 5.41 97.85 MDR 15.00 0.5 - 7.50 17.14 6.85 1-2 2.,520 37.800 121,410 LDR 69.85 0.4 27.94 1,197 83,610 PARK 8.00 0.2 1.60 24.90 9.96 1-3 BASIN 5.00 1.0 5.00 G 0`-504014 TAMURA, JOEY TR 26.75 26.75 LDR 25.00 0.4 10.00 10.35 4.14 1-3 1,197 29, 925 29,925 PARK 1.75 0.2 0.35 H 9 Existing Harney Lane Parcels (unlikely to develop) 1 11.00 11.00 LDR 11.00 0.4 4.40 4.40 1.76 1-3 1,197 13.167 13,167 Total Area: 303.77 Acres Note: 1 Based on the 2010 General Plan unless otherwise noted 2 Based on the August 2012 Storm Drainage Master Plan Based on the February 2014 Van Ruiten Ranch Planned Development Standards & Guidelines ° Based on the August 2012 Wastewater Master Plan, Section 2.5.1. School Based on 500 students Total CA: 141.47 Total WW Flow: 582,952 Areas WW Flow, (3or reference) Contribution Percentages CA Ratios for Various Contributions A / (A -G) A / (A -C) A/(A-D) A / (A-E) 11% 36% 29% 17% B / (A -G) B / (A -C) B / (A -D) B / (A-E) 1% 5% 4% 2% C / (A -G) C / (A -C) C / (A -D) C / (A-E) 18% 59% 48% 29% D / D,E D /1),E D / (A -G) D / A -D) D / (A-E) 24% J3% 7% 18% 11% E / D,E E/D,E E / (A -G) E / A-E) 76% 87% 25% 41% F/(A-G) F2/(F2-G) 31% 71% G / (A -G) G / (F2 -G) 8% 29% (H excluded as unlikely to develop) Approximate Basin Volumes Basin I -2a Contributions Basin 1-2: 40.73 Ac -Ft Group: A (Portion) B C D E Contributing Area: 3.02 0.81 9.67 3.68 13.92 I . .1 ... 31 10 Pc -Ft %: 10% 3% 31% 12% 45% ItasI-Th (e =,i ,io'1;, 9.63 Ac -rt Basin I-3: 15.86 Ac -Ft Basin I -2b Contributions Group: A (Portion) F (1-2 Portion) Contributing Area: 2.77 6.85 %: 29% 71% Total 9.63 100% Total 31.10 100% Wastewater Improvements Kettleman to Harney, West of Lower Sacramento Rd Cost Sharing Analysis Date: 4/16/2014 Table WW -1 Group Beneficiaries Group A Group B Group C Group D Group E Group F Group G Item Pipe Code Description Quantity Unit Unit Price Total Cost % Cost % Cost % Cost % Cost % Cost % _ Cost % _ Cost Notes Check 1 CWW-01 Connection to Ex WW 1 LS 5 7.500.00 $ 7,500.00 50% $ 3,750.00 0% $ - 50% $ 3,750.00 0% $ - 0% $ - 0% $ - 0% $ - 100% 2 WW -01 24" Diameter WW Pipe 450 LF $ 110.00 $ 49,500.00 50% 5 24,750.00 0% $ • 50% 5 24,750.00 0% 5 - 0% $ - 0% 5 - 0% $ - 100% 3 WW -02 30" Diameter WW Pipe 630 LF $ 150.00 $ 94,500.00 50% $ 47,250.00 0% $ • 50% 5 47,250.00 0% $ - 1 0% $ - 0% $ - 0% $ - 100% 4 WW -03 30" Diameter WW Pipe 155 LF $ 150.00 $ 23,250.00 50% $ 11,625.00 0% $ - 50% $ 11,625.00 0% 5 - I 0% $ - 0% 5 - 0% 5 - 100% 5 WW -04 42" Diameter WW Pipe (Excludes Pipe Material 800 LF $ 100.00 $ 80,000.00 0% $ - 0% $ - 0% $ - 24% $ 19,200.00 76% $ 60,800.00 0% 5 - 0% $ - By Area 100% 6 CWW-02 Connection to Ex WW 1 LS $ 7,500.00 $ 7,500.00 0% $ - 0% $ - 100% $ 7,500.00 0% $ - 0% $ - 0% $ - 0% 5- _ _ 100% 7 WW -05 42" Diameter WW Pipe (Excludes Pipe Material) 1300 LF $ 100.00 $ 130,000.00 0% $ - 0% $ - 100% 5 130,000.00 0% 5 - 0% $ - 0% $ - 0% 5 - 100% 8 WW -06 42" Diameter WW Pipe (Excludes Pipe Material) 330 LF $ 100.00 $ 33,000.00 0% $ - 0% $ 0% $ - 24% $ 7,920.00 76% $ 25,080.00 0% 5 - 0% $ - By Area 100% 9 WW -07 42" Diameter WW Pipe (Excludes Pipe Material) 355 LF 5 100.00 $ 35,500.00 0% $ - 0% $ 0% $ - 24% 5 8,520.00 76% $ 26,980.00 0% S - 0% 5 - By Area 100% 10 WW -08 42" Diameter WW Pipe (Excludes Pipe Material) 1020 LF $ 100.00 $ 102,000.00 0% $ - 0% $ - 0% $ 24% $ 24,480.00 76% $ 77,520.00 0% 5 - 0% $ - By Area 100%_ 11 WW -09 42" Diameter WW Pipe (Excludes Pipe Material) 130 LF $ 100.00 $ 13,000.00 0% $ - 0% $ - 0% 5 24% 5 3,120.00 76% $ 9,880.00 0% $ 0% $ - By Area 100% 12 CWW-03 Connection to Ex WW 1 LS S 15,000.00 5 15.000.00 0% $ - 0% $ - 0% $ - 24% $ 3,600.00 1 76% 5 11,400.00 0% $ - 0% $ By Area 100% 13 CIW-01 Connection to Ex IW 1 LS $ 7,500.00 $ 7,500.00 0% $ - 0% $ - 100% 5 7,500.00 0% $ - 0% $ - 0% $ - 0% 5 - 100% 14 IW -01 30" Diameter IW Pipe (Excludes Pipe Material) 1300 LF 5 75.00 5 97,500.00 0% $ - 0% $ - 100% $ 97,500.00 0% 5 - 0% $ - 0% $ - 0% $ - 100% 15 IW -02 30" Diameter IW Pipe (Excludes Pipe Material) 800 LF $ 75.00 $ 60,000.00 0% 5 - 0% $ - 0% $ - 24% $ 14,400.00 76% $ 45,600.00 0% $ - 0%. $ - By Area 100% 16 IW -03 30" Diameter IW Pipe (Excludes Pipe Material) 330 LF $ 75.00 $ 24,750.00 0% $ - 0% $ - 0% 5 - 24% 5 5,940.00 76% $ 18,810.00 0% $ - 0% 5 - By Area i 100% 17 IW -04 30" Diameter IW Pipe (Excludes Pipe Material) 1375 LF $ 75.00 5 103,125.00 0% 5 - 0% 5 - 0% 5 - 24% $ 24,750.00 76% $ 78,375.00 0% 5 - 0% $ - By Area 100% 18 IW -05 30" Diameter IW Pipe (Excludes Pipe Material) 130 LF $ 75.00 $ 9,750.00 0% $ - 0% $ - 0% $ 24% 5 2,340.00 76% 5 7.410.00 0% $ - 0% $ - By Area 100% 19 CIW-02 Connection to Ex IW 1 LS S 15,000.00 S 15,000.00 0% $ - 0% $ - 0% $ - 24% 5 3,600.00 76% $ 11,400.00 0% 5 - 0% 5 - 1 By Area 100% Subtotal: 5 908,375.00 25% Eng/CM/Admin/Cont.: $ 227,093.75 Total: $ 1,135,468.75 $ 87,375.00 5 21,843.75 $ 109,218.75 5 5 $ 329,875.00 $ 82,468.75 $ 412,343.75 S 117,870.00 $ 29,467.50 $ 147,337.50 $ 373,255.00 $ 93,313.75 $ 466,568.75 Southwest Gateway Storm Drainage Improvements Cost Sharing Analysis Date: 4/16/2014 Table SD -1 Group Beneficiaries Group A Group B Group C Group D Group E Group F Group G Item Item Pipe Code Description' Quantity Unit Unit Price Total Cost % Cost % -, Cost % Cost % Cost % -r- Cost 1 % Cost % Cost Notes z Check 1 SD -01 42" Diameter SD Pipe (Group A - Group C) 560 LF $175.00 5 98,000.00 36% $ 34,890.05 5% $ 4,902.05 59% $ 58,207.90 0% $ - 0% $ - 0% S - 0% $ - CA Factor 100% 2 SD -02 48" Diameter SD Pipe (A -D) 900 LF $200.00 $ 180,000.00 29% $ 52,277.28 4% $ 7,344.95 48% $ 87,215.42 18% $ 33,162.36 0% $ - 0% $ - 0% $ - CA Factor 100% 3 SD -03 48" Diameter SD Pipe (A-E) 400 LF 5200.00 $ 80,000.00 17% $ 13,683.35 2% $ 1,922.51 29% — $ 22,828.26 11% $ 8,680.11 41% S 32.885.77 D% $ - 0% $ - CA Factor 100% 4 SD -04 48" Diameter SD Pipe. Including Outlet (A-E) 200 LF 5300.00 5 60,000.00 17% 5 10,262,51 2% $ 1,441.88 29% 5 17.121.20 11% 5 6,510.08 41% 5 24,664.33 0% $ - 0% 5 - CA Factor 100% 5 II -2a Excavation (B- E, Portion of A) 31.1 AF $2,500.00 $ 77,750.00 10% $ 7,553.00 3% $ 2,035.00 31% $ 24.164.00 12% $ 9,188.00 45% $ 34,810.00 0% $ - 0% $ - CA Factor 100% 6 II -2a Misc. Basin Improvements (B - E, Portion of A) 6 Ac $20,000.00 $ 120,000.00 10% $ 11,657.36 3% $ 3.140.84 31% $ 37,294.92 12% $ 14.180.84 45% S 53.726.05 0% 5 - 0% $ - CA Factor 100% 7 II -2b Excavation (F, Portion of A) 9.63 AF $2,500.00 5 24,075.00 29% $ 6,933.30 0% $ - 0% $ - 0% $ - 0% S - 71% $ 17,141.70 0% S - CA Factor 100% 8 II -2b Misc. Basin Improvements (F, Portion of A) 1 Ac 520,000.00 5 20,000.00 29% $ 5,759.75 0% 5 - 0% $ - 0% $ - 0% 5 - 71% 5 14,240.25 0% $ - CA Factor 100% 9 11-2 Outlet Structure, towards G -Basin (A -G) 1 LS $20,000.00 $ 20,000.00 11% $ 2,113.36 1% 5 296.93 18% 5 3,525.76 7% 5 1,340.62 25% $ 5,079.12 31% $ 6,134,05 8% $ 1,510.17 CA Factor 100% 10 PS -02_ 11-2 Pump Station (A -G) 1 EA $350,000.00 $ 350,000.00 11% $ 36,983.75 1% $ 5,196.21 18% $ 61,700.87 7% 5 23,460.83 25% $ 88,884.59 31% $ 107,345.83 89 $ 26,427.91 CA Factor 100% 11 SD -05 48" Diameter SD Pipe (A -G) 800 LF $200.00 $ 160,000.00 11% $ 16,906.86 1% $ 2,375.41 18% $ 28,206.11 7% $ 10,724.95 25% $ 40.632.96 31% $ 49,072.38 8% $ 12,081.33 CA Factor 100% 12 SD -07 48" Diameter SD Pipe - Century Gap Completion (A -G) 1 LS $40,000.00 5 40,000.00 11% $ 4,226.71 1% $ 593.85 18% $ 7,051.53 7% $ 2,681.24 25% $ 10,158.24 3195 $ 12,268.09 8% $ 3,020.33 CA Factor 100% 12 SD -06 24" Diameter SD Pipe, including Outlet (F -G) 2000 LF $100.00 $ 200,000.00 0% $ - 0% S - 0% $ - 0% $ - 0% $ - 71% $ 141,283.26 29% $ 58,716.74 CA Factor 100% 13 11-3 Excavation (F -G) 15.86 AF $2,500.00 $ 39,650.00 0% $ - 0% $ - 0% $ - 0% $ - 0% $ - 7135 $ 28,009.41 2996 $ 11,640.59 CA Factor 100% 14 Misc. Basin Improvements (F G) 5 Ac $20,000.00 $ 100,000.00 0% $ 0% $ - 0% $ - 0% 5 - 0% 5 - 71% $ 70,641.63 29% $ 29,358.37 CA Factor 100% 100% 15 II 3 Outlet Structure (F G) 1 LS $20,000.00 $ 20,000.00 0% 5 0% $ 0% $ 035 $ 0% 5 71% -r $ 14,128.33 29% $ 5,871.67 CA Factor 100% 16 PS 03 I-3 Pump Station (F G) 1 EA $350,000.00 $ 350,000.00 0% $ 0% $ 0% $ 0% $ 0% $ 7135 247,245.70 29% $ 102,754.30 CA Factor 100% Subtotal: $ 1,939,475.00 25% Eng/CM/Ad mln/Cont.: Total: Note: Pipe cost estimates include manholes 1 Pipe sizes are based on most recent (as of 4/14/14) calculations from Van Ruiten Ranch Master Plan 2 Group H is excluded from contribution estimates due to its unlikely development $ 203,247.30 5 29,249.63 $ 347,315.97 S 109,929.02 $ 290,841.05 $ 707,510.61 $ 251,381.42 5 484,868.75 $ 2,424,343.75 5 50,811.82 $ 254,059.12 $ 1,462.48 $ 30,712.11 $ 86,828.99 $ 434,144.96 $ 27,482.26 $ 137,411.28 $ 72,710.26 $ 363,551.32 , $ 176,877.65 $ 62,845.35 $ 884,388.27 $ 314,226.77 Browman/Elliott West ate Drive Allocation Reimbursement Agreement Application Analysis Sewer Storm Drain Basin Land Sites Owner/Developer Various Improvments Joint Trench Segment 1 Segment 2 Segment 3 Segment 1 Segment 2 Basin Pump Basin Fees Total 1,4,5 LSR / FCB Homes 262,341.14 45,572.83 85,605.75 26,260.50 33,810.97 46,109.61 167,214.34 - 125,188.93 792,104.06 12-16 & 25 FCB Homes 385,989.18 - 71,843.79 457,832.97 3 BDC, Inc. 406,004.14 56,317.65 85,605.75 217,360.86 67,515.38 246,043.89 187,264.06 - 252,906.34 1,519,018.07 7,8,9, 10 Elliott Homes 83,158.24 232,977.70 175,552.91 - 79,761.68 571,450.53 2 City of Lodi 112,431.92 53,353.56 5,232.02 14,793.95 14,540.69 - 36,835.71 237,187.83 6 Van Ruiten 20,042.57 - 3,730.50 23,773.07 11, 17-24 Various Others 31,239.24 - 5,814.53 37,053.77 Total 780,777.20 155,244.04 171,211.50 217,360.86 109,418.74 106,558.36 539,925.14 981,843.00 - 576,081.48 3,638,420.32 550 Pilgrim Drive Foster City, CA 94404 CSG phone 650.522.2500 fax 650.522.2599 CONSULTANTS www.csgengr.com January 24, 2019 Charles E. Swimley, Jr. Public Works Director City of Lodi Public Works Department 221 W. Pine Street Lodi, CA 95240 Re: CSG Conclusions — LSR/FCB disputed issues with SNG's Report Charlie, CSG has completed our review of the 22 page response by representatives of LSR/FCB. Page 1 of their letter summaries their two issues which are as follows: A. LSRIFCB represents that the Lodi Municipal Code (Chapter 17.62- Reimbursements for Construction, Section 17.62.050 Al see 4 page attachment) provides for only direct costs reimbursement as opposed to direct and indirect costs. They indicate that $2,565,556 of the SNG improvement costs ($6,203,977) are ineligible costs for reimbursement. B. LSR/FCB disagrees with some of the Methods of Allocation of the costs to benefiting parcels proposed by SNG. Page 1 of the LSR/FCB response summaries their position and is attached. Eligible Improvement Costs CSG's position is that LMC -Chapter 17.62.050 Al is a summary statement wherein the phrase "construction costs" includes all costs, both direct and indirect, that are necessary to gain improvements installation satisfactory to the City. CSG's review of the SNG Report concluded that all improvement costs indicated by SNG were necessary costs and, therefore, eligible for reimbursement. Many of the improvement costs in the SNG Report were indirect costs like easements, right of way, insurance, profit, survey staking, etc., wherein the contractor or the City of Lodi would not agree to the installation of the improvements until these improvements were included. LMC -Chapter 17.62.050 Al includes a ten percent administration and engineering cost. This cost is a "project design" cost to get the improvements documented and committed to drawings that are subject to review/approval by the City of Lodi and utilized in the contractor bid process. Survey staking costs are in addition to the design costs. Method of Allocation The following comparison between LSR/FCB and SNG allocation methods is done with reference to Page 1 of the LSRIFCB response: FOSTER CITY 1 PLEASANTON 1 SAN JOSE 1 SACRAMENTO 1 NEWMAN 1 ORANGE CSG CONSULTANTS Westgate Drive — LSR/FCB and SNG generally agree. The comment that SNG utilized Assumed Sewer Demand is incorrect. Sewer Seg. 1 — LSR/FCB suggests Area or Frontage. SNG utilized Sewer Demand. CSG supports utilization of Sewer Demand. Sewer Seg. 2 — LSR/FCB suggests that Site 3 (BDC Shopping Center) should support 100% of cost because this improvement was a condition of their project approval. SNG utilized Easement Recovery Area. CSG supports utilization of Easement Recovery Area. Yes, the City did require BDC to initially support 100% of the cost to install the bypass line, so the line would be in the ground and covered to allow the development of the Shopping Center. But as the other properties that benefit from the sewer line, develop their property, they should be asked to pay their fair share. Sewer Seg. 3 — LSRIFCB suggests 76% for Sites 7 &8 and 24% for Sites 4 &5. The LSR/FCB site numbering is incorrect when referencing Sewer Seg. 4, as there is no Sewer Seg. 4 in the SNG Report. There is some confusion on LSR/FCB site numbering. CSG supports utilization of Sewer Demand. Storm Seg. 1 —Both LSR/FCB and SNG support utilization of Estimated Runoff, as does CSG. Storm Seg. 2 — Both LSR/FCB and SNG support utilization of Estimated Runoff, but LSRIFCB suggests that the Basin Excavation and Improvements be allocated via required Storage Capacity (which is the same as Estimated Runoff when the basin acts as a detention basin). CSG concurs with utilization of Estimated Runoff. Pump Station, Outlet & Pipeline to Basin — Both LSR/FCB and SNG support utilization of Estimated Runoff. CSG concurs with utilization of Estimated Runoff. In summary, LSRIFCB and SNG agree more then they disagree on the Method of Allocation. CSG supports SNG's methods of allocation. LSR/FCB Page 22 Summary Spread Sheet The improvement cost figures on this spread sheet represent a reduction of $2,565,556 of improvement costs because of the LSR/FCB position that indirect costs are not eligible improvement costs for reimbursement and the storm basin excavation and improvement is not an eligible improvement cost. CSG does not support these LSR/FCB conclusions and believes that the SNG Report with 1L minor adjustments of specific improvement costs as noted in our January 7, 2019 Pee review. Sincerely, A ' etrie, RCE #20966 SG Consultants 2 WHEN RECORDED, RETURN TO: City Clerk City of Lodi 221 West Pine Street Lodi, CA 95240 REIMBURSEMENT for PUBLIC IMPROVEMENTS AGREEMENT # RA -18-01 THIS AGREEMENT is made by and between the CITY OF LODI, hereinafter referred to as "City", and BDC Lodi III, L.P., a California limited partnership (BDC), and Elliott Homes, Inc., an Arizona Corporation, hereinafter referred to as "Applicant". RECITALS WHEREAS, Applicant is the developer of commercial development titled Lodi Shopping Center, located on the southwest corner of Lower Sacramento Road and Kettleman Lane, Lodi, California, and has entered into an Improvement Agreement with City dated July 28, 2015, to construct public improvements required to serve the development, and WHEREAS, Applicant has constructed certain public improvements (hereinafter "Improvements"), which include installation of asphalt concrete pavement, concrete curb, gutter, and sidewalk, water pipe, wastewater pipe, storm drain pipe, storm water basin (including land dedication), storm drain pump station, traffic control systems, and other miscellaneous and related items, that will serve additional properties that are designated and shown on the area of benefit attached as Exhibit A to this Agreement, and made a part hereof; and WHEREAS, the Applicant has filed a request with the Public Works Director in conformance with Chapter 17.62 of the Lodi Municipal Code requesting reimbursement for those improvements which benefit other properties or would be required of those properties upon development, as more fully set forth in Exhibit B attached hereto and made a part hereof; and WHEREAS, the property owners of those properties shown in Exhibit A have been notified and the City Council has conducted a public hearing regarding the Applicant's request for reimbursement. NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained and pursuant to Government Code Sections 66485 through 66489 and Title 17 of the Lodi Municipal Code, it is hereby agreed between the parties as follows: 1. The amount of the reimbursable costs due to the Applicant includes construction and land costs less any applicable credits, plus ten percent (10%) for administrative and engineering design costs, engineering plan check fees, engineering inspection fees, and the reimbursement application fee. Total construction costs and costs attributable to the area of benefit minus the applicant parcels and the storm water basin parcel are shown on Exhibit C, attached hereto and made part hereof by this reference. 2. The reimbursable amount shall be recalculated annually to include an amount attributable to interest, using the Engineering News Record (ENR) 20 Cities K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\RA1801 Agmt.doc 1 Construction Cost Index. On uncollected reimbursements, the reimbursement rates shall be calculated in January of each year beginning January 2018 by the following formula: (ENR Jan. 1 of current year) _ (initial ENR) X (Balance due Jan. 1 of prior year less payments made during the previous year) The initial ENR index for this Agreement is 10889.17. The initial reimbursable amounts are shown on Exhibit C. 3. In the event that the benefiting properties shown on Exhibit A develop, the City shall collect the appropriate charges from the developer of the benefiting property and reimburse the Applicant or the Applicant's heirs, successors or assigns, for a period of fifteen (15) years. The charges for a benefiting property shall be paid in full at the time of the first development on that property. 4. The Applicant shall pay the City $54,086.45 for the preparation of this Agreement prior to approval and recording of this Agreement. This is based on one percent (1%) of the reimbursable construction and land costs, excluding engineering, administrative and other costs. 5. Upon each collection of reimbursement charges, an administrative charge shall be deducted and retained by the City for administering the reimbursement provisions of this Agreement. This charge shall be established from time to time by resolution of the City Council. As of the date of this Agreement, the current charge is $261.00. a. A portion of the collection minus the one-half (1/2) of the administrative charge will be paid to Elliot Homes, Inc. (or its designated successor) for the storm water basin land cost reimbursement as indicated on Exhibit C. b. The remaining portion of the collection minus one-half (1/2) of the administrative charge will be paid to BDC Lodi III, L.P. (or its designated successor) for the construction cost reimbursement as indicated on Exhibit C. 6. This Agreement shall inure to the benefit of the heirs, successors and assigns of the Applicant. The City shall mail the reimbursement to the last address of the Applicant on file with the Public Works Director of the City. In the event a reimbursement is returned or unclaimed after two (2) years from the date of mailing, the amount of the reimbursement shall revert to the City and be deposited in the appropriate development impact mitigation fee fund. 7. All correspondence and payments herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid. Correspondence and payments to City shall be addressed as follows: Charles E. Swimley, Jr. Public Works Director 221 West Pine Street P. O. Box 3006 Lodi, CA 95241-1910 K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\RA1801 Agmt.doc 2 Correspondence and payments to Applicant shall be addressed as follows: Browman Development Company Attn: Darryl Browman 1556 Parkside Drive Walnut Creek, CA 94596 Browman Development Company Attn: Mario Albert 1556 Parkside Drive Walnut Creek, CA 94596 Elliott Homes, Inc. Price Walker, Director Land Acquisition & Development 340 Palladio Parkway, Suite 521 Folsom, CA 95630-8775 8. This Agreement is entered into pursuant to the provisions of Title 17 of the Lodi Municipal Code and the provisions of that section shall be deemed a part of this Agreement by reference. {The balance of this page is intentionally left blank} K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\RA1801 Agmt.doc 3 IN WITNESS WHEREOF, the Applicant and the City have caused their names to be hereunto affixed and the City of Lodi has caused its corporate name and seal to be hereunto affixed by its proper officers thereunto duly authorized. "BDC" BDC Lodi III L.P., a California limited partnership By: Browman Development Company, Inc. a California corporation, its general partner Darryl Browman, Managing Partner Date By: Elliott Homes, Inc., an Arizona Corporation Harry C. Elliott III, President Date City of Lodi, a Municipal Corporation By: Stephen Schwabauer, City Manager Date ATTEST: Jennifer M. Ferraiolo, City Clerk Date APPROVED AS TO FORM: Janice D. Magdich, City Attorney K:\WP\DEV_SERV\Reimbursements\RA1801 Lodi Shopping Center\RA1801 Agmt doc 4 Legend 1-2 Basin Park Area of Benefit Applicant Parcel // HWY12 Kettleman Lane (Hwy 12) ento Road 7 Villa Fiore S 8 Centur Blvd.111 1111111+r 1111 rat Elm ■w /// Harney Lane Parcel Numbers 1 058-03-009 2 058-03-010 3 BDC Lodi III LP 4 058-03-016 5 058-03-004 6 058-03-030 7 058-03-031 8 058-03-033 9 058-03-032 10 058-03-034 11 058-03-006 12 058-04-001 13 058-04-002 14 058-04-004 15 058-04-005 16 058-04-014 17 058-04-015 18 058-04-006 19 058-04-007 20 058-04-008 21 058-04-009 22 058-04-010 23 058-04-011 24 058-04-012 25 058-04-013 er Sacramento Road c DeBenedetti Park r m -1- EXHIBIT A Lodi Shopping Center Reimbursement (RA1801) Area of Benefit Map I I 1 1 1 Sewer I Lodi Shopping Center (Sunwest Village) Reimbursement Agreement Site No. APN Acreage 1 058-03-009 33.2I _ 058-03-010 4.07 S 1,335,619.77 3DC Lodi III $ 24.083.40 S 48.979.89 ;.:5-03-017. 058- u to -0i'91 32.- 2.uto-0'91 4 058-03-016 22.02 5 058-03-004 0.95 6 058-03-030 5.61 S 1.933.58 058-03-( _17 . i $ 33.196.04 rigs -0z. $ 112.031.63 487,325.55 $ 206,549.20 3; 82.537.04 10 058-03-034 6.33 11 058-03-006 1.53 12 058-04-001 39.09 13 058-04-002 39.07 14 058-04-004 14.28 15 058-04-005 5.41 16 058-04-014 26.75 17 058-04-015 2.40 18 058-04-006 1.00 19 058-04-007 1.00 20 058-04-008 1.00 21 058-04-009 1.00 22 058-04-010 1.00 23 058-04-011 1.00 24 058-04-012 1.00 25 058-04-013 1.00 Total: 30188 Westgate Drive Frontage Improvements 407,934.14 $ 233.982.10 7 1 -n S 1,184,025.03 Sewer Total $ 220.233.91 S 250.14 $ 245.939.7-1 $ 373.125.84 IS 907,397.79 Storm Drain SD Total 537.734.69 S 79.044.36 $ 890 74 -: $ 325,800.69 $ 17.037.91 $ 100.61334 626.026.5" cS 71S ; _ 1`: 3 21.952.00 $ 147,420.25 $ 135.656.12 S 45.774.32 17.341.67 $ 83.502.88 $ 7.693.16 3.205.45 3.205.48 $ 3.205.4S $ 3,205.48 3.205.45 3.205.48 $ 3.205.4S 3.205.45 S 3,317,222.45 EXHIBIT "B" Reimbursement Fees Total Reimbursement (Construction Costs Fees)+ (Construction Costs) Basin Land Cost (Application Fee. &ck Fcc. Insp.tia Plan Check Fee. Fee} $ 1.002,064.60 $ 163.838.14 8 169,717.02 S 1,335,619.77 S 289.193.20 $ 24.083.40 S 48.979.89 $ 362256.49 1.407.392.: 4 3 271.390.95 5 238.366.31 $ 1.917.149.59 S 591,432.90 $ 107.493.63 $ 100.169.42 $ 799,095.96 S 11,416.48 $ 5,621.43 S 1.933.58 $ 18.971.49 S 67,417.30 $ 33.196.04 $ 11.418.29 $ 112.031.63 487,325.55 $ 206,549.20 3; 82.537.04 $ 776.411.78 146.323.17 $ 72.049.02 $ 24.782.37 $ 243.154.56 24,707.66 $ 12.165.96 S 4.184.67 $ 41.058.29 S - $ - S - $ - S 14,709.23 $ 7.242.77 $ 2.491.26 $ 24,443.26 S 147.420.25 $ - $ 24.968.18 $ 172.388.43 S 135.656.12 $ - S 22,975.72 $ 158,631.84 S 45.774.32 $ - $ 7.752.68 $ 53.527.00 S 17.341.67 $ - $ 2,937.11 $ 20.278.79 S 83.502.88 $ - $ 14.142.66 $ 97.645.54 S 7,693.16 $ - 8 1.302.97 $ 8.996.13 S 3.20548 $ - $ 542.90 $ 3.748.39 S 3,205.48 $ - $ 542.90 $ 3,748.39 S 3,205.48 $ - $ 542.90 $ 3.748.39 S 3.205.48 $ - S 542.90 $ 3.748.39 S 3.20548 $ - S 542.90 $ 3.748.39 S 3,205.48 $ - S 542.90 $ 3,748.39 S 3,205.48 $ - $ 542.90 $ 3,748.39 S 3.205.48 $ - S 542.90 $ 3.748.39 $ 4,505,014.72 I S 903,63036 $ 763,002.40 I $ 6,171,647.67 EXHIBIT "C" Reimbursement Agreement RA1801 Lodi Shopping Center Public Improvements Reimbursement Summary or Area of Benefit Site No. Al'N Acreage 1 058-03-009 33.21 ' 058-03-010 4.07 4 058-03-016 22.0' S 48.979.89 058-03-004 0.95 6 058-03-030 5.61 10 058-03-034 6.33 11 058-03-006 1.53 12 058-04-001 39.09 13 058-04-002 39.07 14 058-04-004 14.28 15 058-04-005 5.41 16 058-04-014 26.75 17 058-04-015 2.40 18 058-04-006 1.00 19 058-04-007 1.00 20 058-04-008 1.00 21 058-04-009 1.00 22 058-04-010 1.00 23 058-04-01 1 1.00 24 058-04-012 1.00 25 058-04-013 11)11 Total: 208.72 1/04/2019 Reimbursement Fees Total Reimbursement (Construction Costs Fees) (Construction Costs) Bassin Land C oslC'keck (Application Fee. E:rsBiueniue. Ylau Fee. insp. Fee){ S 1.002.064.60 $ 163.838.14 S 169.717.02 S 1,335.619.77 8 289.193.20 $ 24.083.40 S 48.979.89 S 362.256.49 S 591.432.90 $ 107.493.63 8 100.169.42 S 799,095.96 5 11.416.48 $ 5,621.43 S 1.933.58 S 18,971.49 5 67,417. 5 33,196.04 5 11.418.29 5 112.031.63 8 - 8 - s - s - 5 14.70923 $ 7,/ 4/ .77 5 2,491.26 $ 24.44326 5 147.420.25 $ - $ 24,968.18 8 172,388.43 5 135.656.12 $ - 5 22,975.72 $ 158,631.84 8 45.774.32 $ - 5 7.752.68 5 53,527.00 $ 17.341.67 $ - 5 2,937.11 5 20,278.79 8 83,502.88 $ - S 14.142.66 5 97,645.54 5 7,693.16 $ - 5 1,302.97 5 8,996.13 5 3.205.48 $ - 5 542.90 5 3,748.39 5 3.205.48 $ - 5 542.90 5 3,748.39 S 3,205.48 $ - S 542.90 S 3,748.39 5 3.205.48 8 - S 542.90 S 3,748.39 8 3.205.48 $ - S 542.90 8 3,748.39 S 3,205.48 $ - 5 542.90 5 3,748.39 S 3.205.48 $ - S 542.90 S 3,748.39 S 3,205.48 $ - 8 542.91) 5 3,748.39 $ 2,439,266.00 I $ 341,475.43 $ 413,132.01 I $ 3,193,873.44 Note: Reimbursement Allocation Summary excludes Parcel 3 and Parcels 7, 8, & 9- the parcels owned by co -applicants of this Reimbursement Agreement Engineering Reimbursement Agreement RA -18-01 Public Improvements Constructed With Lodi Shopping Center Item G-01 February 6, 2019 • Area of Benefit — Southwest Gateway — Co -Applicants (Purple) • Browman Development Company (BDC) • Elliot Homes, Inc. (Elliot) — Others (Gray Hatch) Overview hr ? 1J - stflem■ L {H.y 12) Willa Fiore 5 Legend 1-2 3.iri Perk 2 3 4 5 6 7 10 10 is 13 14 15 16 17 12 19 ao 21 a3 31 a5 Pard 11�n6ers 651-03-009 351-03-010 HDC Lath IH LP 051-03-013 058-03-0IM O 5153-033 051-03-031 051-03-033 05 1-03-1B 2 051-03-134 051-13-006 058-04061 055-04062 O 55-04-004 051-04-065 051-04014 055-04-415 051-04-006 055-04067 051-04006 055-04409 055-04010 051-04011 055-04-012 O 55-04013 111 De3er.deltl Pak _I MIL EXHIBITA Lodi Shopping Center Reimbursement (RA1801) Area of Benefit Map -11 Overview • 25 Parcels (303.9 Acres) — BDC — 32.76 acres — Elliot — 68.73 acres — FCB Homes (FCB) — 181.78 acres — Others — 20.63 acres (including 4.07 Acres City Parcel) • Public Improvements — Streets (Westgate Drive) — Storm Drain — Wastewater — Industrial Waste — Water How We Got Here 2012 — City adopts new Impact Mitigation Fee (IMF) Program • No longer reimbursements by IMF program for oversized pipe • Reimbursements secured by agreement amongst benefitting properties 2014 — Developer meetings Southwest Gateway Area • BDC • Van Ruiten Properties (now Villa Fiore by Elliot Homes, Inc.) • FCB • Staff initiated discussions and provided concepts for cost sharing • Explained need for developer agreement regarding reimbursements • Developers agreed at time to form private agreements for reimbursement • City stepped away from table July 2015 — BDC enters into improvement agreement for Lodi Shopping Center (Walmart) • Substantial and complex onsite and offsite improvements • 2 separate phases of construction • First development in Southwest Gateway • Public improvements accepted October 2016 Big Picture • Only FCB is contesting the Engineer's Report — Total Reimbursement amount $6,171,648 • Total allocations per Engineer's Report — FCB $2,659,908 — BDC $1,917,150 — Elliot $1,060,624 — Others $ 533,966 (City allocation $362,256) • FCB contends all indirect costs not eligible for reimbursement — Approximately $2,500,000 • Using FCB basis of contention — Staff identified $744,834 of FCB's total obligation of $2,659,908 • Big Picture • Government Code Sections (66485-66489) — Requires City to enter into agreement to reimburse for public infrastructure —including interest — Authorizes cities to collect funds that benefit from offsite public installations Basis of Contention • "Construction Costs" eligible for reimbursement — Lodi Municipal Code (LMC) Section 17.62.050 - Reimbursement Agreement — Section A(1) "The amount of reimbursable costs shall include construction costs, less any applicable credits, plus 10 percent for administrative and engineering costs. Applicable Public Works fees shall also be added. Costs of financing, bonds, or other applicant costs shall not be included." • City position: Construction costs include all costs required to construct the public improvements — Supported by City staff, Engineering peer review, and Legal peer review • FCB position: Construction costs include only those costs that are direct construction costs City position: 1) Improvement costs 2) Contracting costs ➢ Mark-up 3) City fees Plus: 1) Easement costs 2) Compliance costs 3) Ag mitigation fees 4) Land cost Simple Illustration 1 3 2 FCB position: 1) Improvement costs 2) Contracting costs ➢ No mark-up 3) City Fees ➢ Excluding mark- up General Contractor Costs • FCB contends "General Conditions" and "Fees and Insurance" should not be reimbursable — Contends contractor arrangement allows BDC and Elliot (Applicants) to "double dip" — These costs should be included in 10 percent Engineering and Admin allowance per LMC — Argument based on general contractor costs not being construction costs • Staff supports "General Conditions" and "Fees and Insurance" — Costs necessary to comply with City's Improvement Agreement — Includes site management and oversee subcontractors ("General Conditions") — Protect themselves (and City) from construction risk and make a profit ("Fees and Insurance") — Industry practice General Contractor Costs • FCB contends City never reimbursed general contractor costs — not accurate • Example No. 1: Lodi Town Plaza (Target Shopping Center) — Constructed in 1994 — City acknowledged "general conditions" and "contractor fees" — Reimbursed BDC these costs plus 10 percent Engineering and Admin fee that was applied to general contractor costs 8119140W WH41 % sc_. },.• .rr Wm rr.w6 rrr�� far aalorx for p1Nrd m 1+.u1C 1TVFFCF4ILL2 3mIs '-1w ,1053vr S 111.4r1.1r 4.44 0,T -1M EEC..4 nv. Lire 411/61M FG 01<w/fE4 l'6a 4 }.TONIN 4fN 4• s7wrs [a...r. F. 1.i1 sws F+ 441s61p0ll1.1.• vw.wlr w+a1molma as Rw.f.1• 1MW1 213`1''4 Cater tid 1fa+�. General Contractor Costs Ni LF 2 E1 1 u 1sT LF 1 LI 1 11 MOS Mom n Its. 1 ss ICI a1.01 11.37. 1411,1 ++,m1% n, w11s p 161111 1, a>,m 1 Li RIM .3 r4rxea 1411111 71. 1 LI ■I1111 111114 1 !1 um 01 11 ane I LI 11;1p11 121WG1 8 Y UMW NN 412 u ti . rtt13 KU. 15 14. 1 1J MIMIC 1s11Xty 1 U 11141MI12 fe•+.w.A 1I0J14.40 117It1. a y 11 111,14)02 117•.0 0 LL 111443,2 1773 13% w ,3a. Oka 1,t41oja FUp Fw+tlw 13 Flerlf ilorhr Nr11ra 1311.1113. 143. Ina triaile 1111. FILM 31.I.7 C/12 1 ,111.7.1.1.7 11CFl72 11K 1 i43.1 Int1.if1 RPI FI.N1rr 61.11.• R in ,, 11111/Y WRQ*MM Ma. Nr.rrrr� 4N+1FMN, r1fA Ya1th4MCw Na •.11 N wr %Perron !W ➢ ram. 1144. "5 Hurry. crrnadsM 1a..a. fapw RCPY,iL:4 6 Total Direct Costs for Off -Site Improvements General Conditions Contractor's Fee Total Costs for Off -Site Improvements Engineering and Administration Total Reimbursable Amount 10% per City Code § 15.64.050 $641,570.36 $41,173.09 $29,016.60 $711,760.04 $221,239.50 $14,196.15 $10,006.10 $245,443.75 $24,544.37 $269,988.12 General Contractor Costs • Example No. 2: Rose Gate Subdivision — RA 16-01 (Applicant is FCB Homes) — Approved by Council March 1, 2017 — Roadway and signal improvements for Lodi Avenue — General Contractor: Knife River Construction — Total value: $770,563 — Did not include some indirect costs (not requested) — FCB Reimbursement for Signal Improvements • Pacific Excavation - Subcontractor to Knife River • Provided cost of $59,466 to perform signal improvements to Knife River • Knife River provided a cost to FCB by change order of $68,400 • $8,934 (15 percent) difference covers - Costs necessary to comply with City's Improvement Agreement — Includes site management and oversee subcontractors ("General Conditions") — Protect themselves from construction risk and make a profit ("Fees and Insurance") • FCB reimbursed these costs plus 10 percent Engineering and Admin • Not "double dipping" - this is an accepted industry practice • Less transparent than RA18-01 ontractor Costs MARKUP FBC KNIFE RIVER RA 16-01 GENERAL CONDITIONS EES & INSRANCE General Contractor Costs 1' 1:11 1) BDIVIS 2 1 Sic Nu. ri I I 1 .1/ .1 Ar h Addtcss rr«rr,1 TR:rI�til (rrkti r_? •10 0111 ;3u 2 44144,44/- -t hHi] Vmim „n11 , 1 CC7a(Y002 (1) -a 027-40-01" RALEY"S MOPPING CENTER L agand 11.4 ` .gArai aF Ranefa Cementing Paroel •''Pr Cara) I Paruelc 0 utlin I I TEMPLE BAPTIST CHURCH LUSO PROPERTY 1 ril9 Tai■ EXHIBIT A ROSE GATE REIMBURSEMENT AREA OF BENEFIT �r+ M111111II 4 Al 111 A Al& F wM eh 1 R 1 ,1-1-10 0 C.05 0.1 0.21Aile$ 1 t 1 1 1 1 1 1 MR• K W.11 l V_tlelw.e l un*ofl e.rmovDl Nuc ti. : I'd:a'N 1 ur[ mm General Contractor Costs Charles Swimley From: Jim Paxin <)Pax in' pacifKexcavacion. coma Sent_ Tuesday. October 30, 2015 2:02 PM Toy Charles Swimley Subject: FW Signal Modification Cost -City f Lodi - RoseG ate Subdivision Cli caries. Looks like the signal mod for RoseGate was quoted on 111D7/14 to Knife River for 659,456. Regards. Jim Paxin 9790 Ke n I Street Elk Grove, Ca 95624 916 685 2800 fax (918) 686 2806 From: Dennis Green Sent: Monday, October 29, 2016 2:36 PM To: Jim Paxin cJ Paxin @ pacificexcavatior. ra ma. Cr: Cswimley6li,di.gov Subject, PW' Signal Modification Cost- City if Lodi - RoseO ate Sr. tulixisian .lim, Can you please respond to Charley Swim ley? This is for our job 14-1405; Rosegate Lodi. Thank you. nu -wee Green Purchasing and Materials 9796 Kent Street Elk Grov9, CA 95624 Of5ce 916-995.3800 - Fax 915-86-2555 From: Charles Swimley [mailto:Csw im IeyOIodi.gcv] Sent: Monday, October 27, 20181:43 PM To: Dennis Green ,PGreeneanacifcexcavetian-Dorn: Subjiect: Sig na I Mod rice Lion Cost - City if Lod - ROSeGate Su 3dIVision Pacific Excavation lob NO. 57 4 1542 Thank you for speaking with me Dennis. As I snared. I am looking fora quote that Pacific Excavation supplied to Knife River {Steve Alc'eak) for the signal modification work at the intersection of Lodi Ave- and Lower Sacramento Road. he quote would have been far new ped push buttons, traffic loops, service cabinet an `0[lrloatiotl, remove existing controller cabinet and new countdown ped indicators. ]OA NO: 5741942 -d-k ri It CONTRACT CHANGE ORDER CHAllol::l78AFR NCI 4 JOE YAMS Rome {tato6.ivfeion Fitbt1: DRi Company &o J.niG. Rti. C. +c¢ P.D. flax 5099 TO: lhattl.r i1d Cn-;Lp.ciw St kfm.CA 231.40 VO*F3J'r . 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IE.I,L4,4• 20 Traffic Signal Modification 8 % $68,400.00 (Lower Sacramento/Lodi Ave) Total Improvement Reimbursement $653,685.95 General Contractor Costs 1M MOVEMENTS RRTTSLR5FWT1 L COST S[1MMAHY Sib \I5. APti;Acldrps Fttnla Se Len�rh i J Semi1 ee0iL RclmlfylH91161V ql4 !IMO Re1c161ascmenl ca5.5114 ' 1 2 027 40-001 130 5 121.1110.60 5 121,674160 027.40-002 741 5 260412.57 S 266,412.57 'a 927.4V-015 6-9 6 26.002.7$ S 7.55,462,75 Taal 1,692. 5 6536€5.95 S 653,685.95 P..mblvseaneut Applicar[on rte. :til 5 rnOneurin811056) 1 Cl1ePlan CheckFCC [Sty Inspoutinr Fea S T0t01 Faes 5 L16.176.61 L EII4ATPR5RMWT FEE COST 871]R]L4RY 6,536.56 65,361.60 741,1047.15 24,125.01 Sim No, PN 1d4rcsA SIad1 Facility Rd.lbuniclumt Fcur I6W Rkilauruanurt fes 1 027-10-001 8 121.55) 40 S 21.710.01 S 21.750.01 2 021.10.002 $ 266.412.57 5 17:63337 S 17,633,57 :6 027-445 8 2650102.75 5 17.453,03 3 47,453,03 T.lul $ 650,615.6$ $ 116,876.61 5, 116,576.61 1 OTAL l0Y1MIIV SE311771 COITT 9UMS1ARY SIu7Ta APVIARkirar SIad1 Facility Rd.lbuniclumt Fcur Total Rcimhursnncart i 027-79 005 8 121.55) 40 S 21.710.01 0 143.661.01 2 W7-40-0112 $ 266.412.57 5 17:63337 54 114,044.14 3 1127.16.013 8 2650102.75 5 17.453,03 $ 512,555.01 TWA $ 650,615.6$ $ 116,876.61 5 770,562.56 Enhi6,l C 1 Site No. APN/Address Frontage Length (Feet) Street Facility Reimbursement Costs Total Reimbursement (Costs) 1 027-40-001 330 $121,870.60 $121,870.60 2 027-40-002 743 $266,412.57 $266,412.57 3 027-40-015 619 $265,402.78 $265,402.78 Total 1,692 $653,685.95 $653,685.95 Reimbursement Application Fee (1%) $6,536.86 Engineering (10%) City Plan Check Fees City Inspection Fees Total Fees $65,368.60 $20,842.15 $24,129.01 $116,876.61 General Contractor Costs • Current Example: Lodi Shopping Center (LSC) — RA 18-01 (Applicants are BDC and Elliot Homes) — Extensive and complex on/off-site construction activities — General Contractor: Eleven Western Builders (Eleven Western) — Total value: $6,171,648 • Reimbursement covers various public improvements — Included cost to perform improvements per Improvement Agreement — Eleven Western provided a cost to BDC to manage subcontracted work — $418,223 (11 percent) cost covers: • Costs necessary to comply with City's Improvement Agreement • Includes site management and oversee subcontractors ("General Conditions") • Protect themselves from construction risk and make a profit ("Fees and Insurance") — BDC requests reimbursement for these costs plus 10 percent Engineering and Admin fee • Not double dipping — accepted industry practice — actual construction cost • More transparent than RA16-01 General Contractor Costs MARKUP BDC 11 WESTERN RA 18-01 GENERAL CONDITIONS FEES & INSURANCE KNIFE RIVER SUB General Contractor Costs MARKUP FBC KNIFE RIVER RA 16-01 GENERAL CONDITIONS FEES & INSURANCE SUB MARKUP BDC ' 11 WESTERN RA 18-01 GENERAL CONDITIONS FEES & INSURANCE *u* SUB KNIFE RIVER General Contractor Costs EXHIBIT -B" Lodi Shopping Center[SunwestOhne) Reimbrn semenr Agreernenr January 4, 2019 Page 6 [APN 058-034-091 [APN 058-030-10] EDC Lotti lit, LJr. Item I3mc igtion I Una Una Cost Qty 1 Total Qty Total Qty. 1 Total Qty Cost 5 Concrete f 6` Club & Guitar LF $ 17.25 833 $ 14,363.73 370 5 6,386.99 1,134 5 19,569.44 2,337 $ 40,320.15 6" Median Curia LF $ 13.75 711 41 9,771.52 347 14,7/125 1,063 5 14,611.92 2,121 $ 24,161.69 Medan Stamped C'n1rete SF $ 535 $ - 694 $ 3,71290 694 $ 3,712.04 1,388 5 7,42494 6 4C P'avmg 6 4.5" AC/16" AB SF $ 5.60 15,2s7 $ 85,646.64 1,012 $ 44,169_64 21,411 $154]099.74 51,710 $ 219,576.02 Trent: Coi 1o1 LS $ 7,147.75 345. 41 2,447.24 1646 11,151.64 5074 $ 3598.88 1001. 41 7,197.75 7 Signing & Striping h LS $ 14,31147 3471 $ 4,866.58 167. 12,290.14 507! $ 7,156.74 1007! $ 14,313.47 8 Landscaping' LS 521,89#_76 505. $ 10,947.38 07! $ - 5074 $ 10,94731 1047! $ 21,89126 4 Street Lighis i LS 152,200110 3471 $ 17,748.00 167. 18552.00 507! $ 26,104.04 1007! $ 52,200_00 10 Ione Trench (Westgate Dr.) k LF $4263 409 $ 37,884.73 200 $ 11,525.54 608 5 56517.65 1217 $112,727.43 Tenn Truck (Pc1 1, Pc] 2) LF $ 42_63 83 4 7.688.10 376 $ 34,12102 $ - 459 $ 42,516A2 11 Traffic Signal Modification ' (it die Dr., an Lu) LS 563,40044 475. $ 30,065.89 67! 13,675.62 477! 5 24,658.49 1007! $ 63,400.04 72 Eleven 'Western Buil den General Coi Condilions Alircation' LS $52,Z48_00 345. $17,764.32 16'! 418,359.68 507! $26,124.00 1007! 1 52,210.00 Insurance [1.05%) LS $14,143.74 34% 41 4,808.89 1641 12,263.01 507! $ 7]071.40 1007". 41 14,143.79 Fee {6.07!}° LS $81,67031 345. $ 27,767.90 16% $ 13,06725 5054 $ 40,835.15 1007! $ 11,670.31 13 51COG9gMitigation Coil ° SF $ 024 22,401 $6,556.70 10,776 413,154.02 51,257 4115,1102.89 414,433 524,713.61 14 Exams width Street construction Ft/w SF $ 4.69 10,275 548,189.75 9,896 $46,441.93 20,171 $44,631.61 Cinturnetinr raid $407,934.14 14111"962.16 $547 10€.39 51,Ia4,025.03 Notes a. See Appentlh a: Anruerrs Grm4, Inc Schedule otCosts. i. Spee Append" t rate rendsrnpe schedule or C617._ ilwesliae Or_ ttden then° Imams la r b. See Appendh h: Knkt Rr erConstrr-Eon Schedule of fast 0.. 7. Or. SednnG) } See Appeal" ]:11 Fiends Genic Schedule DT Cods (Wctpte I. street ti4hls] e See Append'=Construction Change Order a .43. Mestiale Ir_ Sod Stnhitmmn] k See ApFend e k iql Schedule of cc.. Corls.NertcateI I. Dont Trench] d. See AppendiEd: Kna.e Ri.rr Ccnstrdchcn Schedule of Cast.4est nr_Storm Oran] I. Sac Apperdn t2. Henn Electric Inc Schedule or{cotil4Pe;t Dr. Trunk Vol rdortictionj s. See Appandn e: knife PMrCoctructim Schedule or last;.estEptrnr. Wafer rn Elden We7tsn solders GeneralCanciians Allooelion--' Fan Browner 0ermpment Ca. f. See Appends t K,,fe Riser Oban SchedJe or Casts.]Wesitipte Or. Compete) n. Ehnen Western Golders Inv -once and Fee coined hole srmnnen Oris mentib. 41 See Append u2,: Knife lever construct nn s crime accosts. ]West4e le IN. At PnLmnent o. See Append h OEJ COG. I. Certiiorte or Parnent CP -14-.9— arowmetWatns[O4 MiliGerEoq h_ see: Appendih h:coPoo company some toe .hosts 1weslt'ate or_ Siflhir3 is 5 r ito' 1. See Appendh p- Eccess oit;ntor-ww mIabtons. Indirect Costs • FCB contends indirect costs should not be reimbursable — Contends indirect costs have not historically been reimbursed • One since 2012 — RA16-01 — Argument based on indirect costs not being construction costs • Staff supports reimbursement of indirect costs — Costs necessary to comply with City's Improvement Agreement — Work associated with indirect costs needed to comply with new laws • Dust control • Storm water management — erosion control • Agricultural mitigation costs — Other project -specific indirect costs — needed to construct project • Vine removal • Dirt stockpiling • Basin fencing • Basin land costs • Excess road right of way costs • Easement costs — Indirect costs are "construction costs" R/W Dedication Costs • FCB contends Westgate Drive excess right-of-way dedication costs should not be reimbursable — Contends this is an indirect cost — Argument based on indirect costs not being construction costs • Staff supports reimbursement of excess right-of-way costs — Dedication was necessary to comply with City's Improvement Agreement — Developers must dedicate % of fronting roadway improvements — Requirement for any development including LSC — Reduces future dedication requirement of adjacent properties owned by FCB and City R/W Dedication Costs A WESTGATE DRIVE EXCESS STREET DEDICATION EXHIBIT FCB Owned ' City Owned 038-090-09 EXCESS STREET DEDICATION REIMBURSEMENT (10.275 SF) 068-030-10 BDG PROPOSED EXCESS STREET DEDICATION REIMBURSEMENT (11,472 SF) 058-030-10 CITY APPROVED EXCESS STREET DEDICATION REIMBURSEMENT (9,B9B SF) NOT TO SCALE rr L I 1 I� II I II II 1 II II I I I II i i FCB Basis of Contention • Allocation methodology — Westgate Drive (Total $94,632 / FCB fair share $48,190) • Excess right of way allocation — Storm drain allocation (Total $903,630 / FCB fair share $276,953) • Basin land cost — Sewer allocation (Total $63,000 / FCB fair share $46,796) • Relocation costs for Domestic Outfall and Industrial Waste pipelines • Industrial Waste pipeline easement allocation — Engineering and Administration / Plan Check and Inspection Fees (of the $196,826 allocated to FCB - contested amount is $31,492) • Reimbursement should exclude "general conditions" and "fees and insurance" • Total "general conditions" and "fees and insurance" allocated to FCB is $196,826; therefore, contested amount is 16 percent (10 percent Engineer + 6 percent Plan check) of $196,826 or $31,492 • BDC agreed to remove $308,829 from "fees and insurance" element from the 10 percent engineering and administration cost allocation Storm Drain Allocations • FCB contends storm drain basin land costs should not be reimbursable — Contends land costs are indirect costs — Contends FCB controlled properties did not impact basin footprint • Only required a "deepening" to establish required storage volume — Argument based on indirect costs not being construction costs • Staff supports reimbursement of storm drain basin land costs — Costs necessary to comply with City's Improvement Agreement — Land needed to construct a shared facility — Needed to construct any subdivision in the City - FCB would need to construct a basin or pay a fee for securing land and constructing one Storm Drain Allocations • FCB contends storm drain basin was undersized — Contends not large enough to accommodate Gateway North Subdivision • Staff supports original storm drain basin sizing — Basin designed from approved storm drain master plan • City's standard residential run-off coefficient C = 0.4 • Consistent with typical density of single-family residential homes — FCB's engineer suggests a C = 0.6 (50 percent increase) • Based on densification of homes and landscape in Gateway North Subdivision • Similar to Rose Gate — City contends higher run-off coefficient suggested by engineer is driving FCB's claim the basin is undersized — Basin size acceptable if subdivision built consistent with C = 0.4 — Temporary slope of basin and south access road • Built to City Standards — would have encroached onto FCB property • Area of encroachment = 0.482 acres (assumed land value of $88,887) • Resulting credit to FCB of $61,332 (FCB share is 31 percent of $88,887) Gateway North Allocated SD Costs: $880,573 SD Impact Fees if Paid: $1,122,507 RA -18-01 Exhibit J FCB - RA Storm Drain Allocation P' l" Sewer Allocations • FCB contends 15' wide public utilities easement costs on LSC property should not be reimbursable — Contends easement has "no value" because located in LSC loading area — Contends easement costs are indirect costs — Argument based on indirect costs not being construction costs • Staff supports reimbursement of 15' wide public utilities easement costs — Overlies City's industrial waste pipeline (requires an easement) — Land needed to construct a shared facility — Encumbers real property therefore has real value — Benefits FCB because pipe (and easement) relocated from FCB controlled property — Actual easement is 45' to 67' wide for water, wastewater, and industrial waste pipelines Sewer Allocations • FCB disagrees with methodology to allocate domestic and industrial pipeline relocation costs to FCB property — Contends allocation should be per 2014 City concept documents • Allocates relocation cost based on outdated pipe alignments — Contends easement costs are indirect costs — Argument based on indirect costs not being construction costs — Method uses easement area to distribute allocation between FCB and Elliot • Not consistent with flow allocation method used for other pipe segments • Staff supports methodology — 2014 City concept documents — concept only — non binding — Cost necessary to comply with City's Improvement Agreement — Pipelines convey domestic and industrial flow from entire city • Flow allocation is not appropriate Benefits FCB because pipe (and easement) relocated from FCB controlled property Had FCB developed first — FCB would have had to relocate Sewer Allocations RA -18-01 Exhibit K Wastewater Relocation Legend f LSC Installed WW LSC Installed IW - — — - Pre -LSC W W Configuration •--- Pre -LSC IW Canfigurabon s 40.0 200 0 400 Feet Funding Options for Storm Drain • Alternative funding of storm drain — Council could choose to eliminate FCB's Gateway North allocation in RA 18-01 = $880,573 (Units No. 1 and No. 2) — Charge FCB Storm Drain Impact Fees (Zone 2) $1,122,507 — Use proceeds toward reimbursement costs • Reinforces the fair deal for FCB's storm drain allocation FCB Allocation Breakdown RA -18-01 Exhibit I FCB Allocation Breakdown FCB Alloctions 104% • Eng, PC, Inspection Fees ($271,820) 8096 • Mitigation Fees ($30,004) 6O% • General Conditions ($35),OR6) 40% • Fees and InsLrance 20°% ($114,0321 ■Subcortractor 0% Tf ($1,326,806) Gateway No-th Breakcown (Less Lard) 100% BD% 40% 20% 0% Gateway South Breakdown (Less Land) FCB Alloctions • Fng, PC, Inspectinn FPPs ($73;31G) • Gerera Conditions ($14.963) • Fees anc Insurance ($28,745) ■ Subcontractor ($389,193) Peer Review • Substantial Staff effort selecting firm with no conflicts — Fresh set of eyes on document • Review the math • Review the allocation methodology • Provide a report of finding • CSG Consultants, Inc. (CSG) — Mr. Al Petrie, P.E. • Over 35 years experience • 16 years in private sector — 9 of those years working for residential developer — CSG provided initial findings — assumed oversizing methodology • Initial assumptions based on incomplete information • Assumed IMF fees used for reimbursement (usually done that way) — CSG provided letter retracting initial findings • Staff provided IMF update information • Confirmed no IMF fees used for reimbursement • Clarification of LMC changes Peer Review Findings • CSG Peer Review — Westgate Drive - Suggested minor changes regarding allocations • Related to excess right-of-way allocation — Wastewater • Added construction staking costs ($1,170) • Supports SNG and Associates, Inc. (SNG) allocation methodology — Storm drain • Added construction staking costs ($1,170) • Supports SNG allocation methodology • Found overstated change order for pump station work ($15,461) — Summary of adjustments • Excess right-of-way (value of $41,057) Staff did not concur — no adjustment • Omitted construction survey costs ($2,340) split between sewer and storm drain • Storm drain pump station change order — overstated by $15,461 • Inspection fee calculation error — overstated by $16,016 — $29,137 difference over $6,171,648 total • Y2 of one percent — Engineer's Report revised accordingly Additional Review • FCB Dispute Document (Submitted January 14, 2019) — Formal summary of disputed issues — requested review by CSG • Claims overhead and indirect costs not eligible for reimbursement under LMC • Argues 2014 City concept allocation options most appropriate • Identifies approximately $2.5M in costs not eligible for reimbursement — CSG review findings • "Construction Costs" in LMC Section 17.62.050 includes all costs necessary to install improvements to satisfaction of City of Lodi — Consistent with 2012 IMF Update — Consistent with 2014 City discussions with developers — Consistent with LMC Section 17.62 • Concludes all costs in SNG Engineer's Report were necessary; therefore, eligible • CSG agrees with allocation methodology of SNG Engineer's Report — Amended FCB Dispute Document submitted January 23, 2019 • Obsolete examples of pasts RA's — pre 2012 • Reinforced non-binding City 2014 concept cost allocation options • Provided some historical context - irrelevant • Included a private cost sharing agreement (not executed) - irrelevant • Did not change CSG's position • Accuses general contractor of "fixing" pipe unit prices Summary • FCB Disputes allocations and all "non -construction costs" — Claims overhead and indirect costs not eligible for reimbursement under LMC — Contests methodology for allocation cost to benefitting properties — Argues 2014 City concept allocations most appropriate — Identifies approximately $2.5M in costs not eligible for reimbursement — Does not identify contested cost specifically allocated to FCB • Contested costs specific to FCB allocations: — General Conditions / Fees and Insurance $196,826 — Indirect costs $144,577 — Excess right-of-way — Westgate Dr. $ 48,190 — Basin land $276,953 — Sewer allocation (IW easement only) $ 46,796 — Engineering / Admin & Plan Check / Insp. Fees $ 31,492 — TOTAL $744,834 Summary • Staff supports allocation of "General Conditions" and "Fees and Insurance" — Project oversight required by City Improvement Agreement • Staff supports allocation of "Indirect Costs" — Work is required for complying with Improvement Agreement — Required by State and Federal law — Required to construct project • Staff supports excess right-of-way allocation — Developers required to dedicate 1/2 road right-of-way and improvements — Consistently required of all City developments • Staff supports storm basin land allocations — Allocation consistent with run-off contributed by FCB properties — FCB required to pay fair share toward permanent facilities — FCB could build own basin or pay impact fees — Staff could support $61,332 credit toward land value in Gateway South Summary • Staff supports sewer allocation costs — Primary beneficiary of pipeline alignments is FCB — IW easement allocation appropriate based on benefit — Allocation based on easement land area is appropriate • Staff supports Engineering / Administration & Plan Check and Inspection Fee allocation — Methodology supported by previous reimbursement agreements — Staff requested applicants remove "fee and insurance element" • Reduced total FCB allocation of this cost by $13,984 • Staff supports CSG Peer Review of Engineer's Report — Excepting Westgate Drive right-of-way allocations — CSG concurs with sewer and storm drain allocation methods — Found minor errors that were corrected • Staff supports CSG review of FCB Dispute Document — Findings continue support of Staff's interpretation of LMC and allocation methodology used in Engineer's Report by SNG. Recommendation • Authorize City Manager to Execute Reimbursement Agreement RA18-01, for Public Improvements Constructed with Lodi Shopping Center — Possible amendment to action: Reduce FCB allocation by $61,332 to account for basin land cost due to "artificial" encroachment onto FCB property. Questions??? ead b1 5 . er-u.m -1 LODI MUNICIPAL CODE 17.62.040 - Application for reimbursement. A. Whenever an applicant constructs improvements eligible for reimbursement under this article, the applicant shall file a request with the public works director. The request shall include: 1. A description of the improvements and the additional properties receiving the benefit, including drawings showing the items for reimbursements; 2. Engineering calculations and data as described in the city's public improvement design standards; 3. An itemized record of cost for the improvements; and 4. Application fees as determined by the city's fee resolution. B. All applications for reimbursement shall be filed no later than one year after the acceptance of the improvements by the city. The city will make no effort to delay project approval or otherwise condition payment of reimbursements from other properties benefitting from the improvements prior to completion of a reimbursement agreement. 17.62.050 - Reimbursement agreement. A. Within sixty days of receipt of a completed application, the public works director shall prepare a reimbursement agreement containing the following provisions: 1. The amount of reimbursable costs shall include construction costs less any applicable credits plus ten percent for administrative and engineering costs. Applicable public works fees shall also be added. Costs of financing, bonds or other applicant costs shall not be included. 2. The total reimbursable cost shall be apportioned to the benefiting properties as appropriate. Costs of transitions, utility stubs or other minor work shall not be apportioned to adjacent property. 3. The reimbursable amount shall be recalculated annually to include an amount attributable to interest, using the Engineering News Record 20 Cities Construction Cost Index as of the end of the year. The reimbursable amount for subsequent years shall be the prior year reimbursable amount less any reimbursements made during the year, all multiplied by the percentage change in the Index over the year. 4. The agreement shall provide that the city will collect the appropriate charge from the properties identified in the agreement and reimburse the applicant or the applicant's heirs, successors or assigns, for a period of fifteen years from the date of the agreement only. Reimbursement agreements to recover funds advanced by city for projects shall expire after fifteen years; reimbursement charges will not be collected after that time. 5. Prior to approval of the reimbursement agreement, the council shall conduct a public hearing. The hearing shall be conducted within ninety days of receipt of the completed application. The applicant and property owner of each parcel identified in the reimbursement agreement shall be notified of the hearing by registered mail at least ten calendar days prior to the hearing. Government Code section 66419 (a) "Improvement" refers to any street work and utilities to be installed, or agreed to be installed, by the subdivider on the land to be used for public or private streets, highways, ways, and easements, as are necessary for the general use of the lot owners in the subdivision and local neighborhood traffic and drainage needs as a condition precedent to the approval and acceptance of the final map thereof. (b) "Improvement" also refers to any other specific improvements or types of improvements, the installation of which, either by the subdivider, by public agencies, by private utilities, by any other entity approved by the local agency, or by a combination thereof, is necessary to ensure consistency with, or implementation of, the general plan or any applicable specific plan. This definition applies to Lodi's subdivision ordinance regarding reimbursements: Lodi Municipal Ordinance section 17.46.010 - Purpose of article. The provisions of this article constitute the city of Lodi Subdivision Regulations. These provisions are intended to supplement, implement, and work with the Subdivision Map Act, Sections 66410 et seq. of the California Government Code (hereafter referred to as the "Map Act"). This article is not intended to replace the Map Act, and must be used in conjunction with the Map Act in the preparation of subdivision applications, and the review, approval, and improvement of proposed subdivisions. Executive Summary l , vr..et Disputed Issues: 1) The eligibility of overhead and other indirect costs for reimbursement under LMC Chapter 17.62 2) The appropriate methods to allocate eligible costs to benefiting properties. BDC and Elliott are claiming reimbursable cost of $6,203,976.86 However, $2,565,556 of the claimed costs are not improvement cost and are ineligible for reimbursement: $370,836: Claims for overhead and site maintenance costs. $411,027: General Contractor fees and charges embedded in Lump Sum contracts. $598,449: Claims for General Contractor's "General Conditions, Insurance, and Profit". $903,631: Claims for storm drainage basin land. $205,112: Charges for fee reimbursement on ineligible costs where no fees ever were paid. $76,500: Charges for SJCOG Ag Mitigation Fees Therefore, $3,638,420 represents BDC and Elliott's reimbursable costs including all fees. _ 1 10 COA Walmart Sewer relocation Dedication easement Storm Basin Plan Meeting with Sr. Staff regarding sewer relocation costs and timing of development. Staff & Developers evaluate changes to master drainage plan, sewer relocation and timing of development. March -April 2014 May 2014 Two meetings with Sr. Staff at Carnegie Forum to review Staff prepared cost sharing analysis. BDC offers private sewer and drainage agreement to FCB and VRR. FCB and VRR reject BDC's private agreement. FCB and VRR agree to follow Staff's cost sharing analysis and Lodi's standard procedures and practices for area of benefit. Reimbursement Agreement is produced. Final approval is delayed due to controversy of contents in agreement. Project Documents Conditions of Approval - Improvement Plans Engineers Cost Estimates -> Improvement Agreement (Developer and City) City Acceptance of Completed Improvements -> Application for Reimbursement Reimbursement Agreement II il,.'I '� 7000000 6000000 Graph of Recent Reimbursement Agreements 5000000 4000000 - 3000000 2000000 1000000 0 Sunwest RG Unit 1 & 2 Lower Sac Rd. Legacy Estates Vinters Square BDC Marketplace Reimbursement Application ■ Indirect Costs, General Conditions & Profit Land & Easements ® Fees Improvement Costs Lodi Shopping Center (Sunwest Village) Reimbursement Agreement toti EYEIIBI'f' "B"rooucel-t January 4, 2019 Page 58 PURCHASE AGREEMENT (Lodi Southwest Associates, L.P.; Sale to Brownian Development Company. Inc.) -1'!.115 PURCHASE AGREEMENT (this "Agreement") is made andentered into as of August 20. 2001, by and between LOD1 SOUTHWEST ASSOCIATES. L.P.. a California limited partnership ('Seller'). and BROWNIAN DEVELOPMENT COMPANY. INC., a California corporation ("Buyer"). RECITALS A. Seller is or is expected to be the owner or that certain land (the "Property") located near the SW corner of Highway 12 and Lower SRcnunento Road, in the City of Lodi, County of San Joaquin. State of California, which is more particularly described on Exhibits "A-1" and A.T."The land described on Exhibit "A-1" is herein called the "initial Properly" and the property described on Exhibit "A-2" is herein called the "Additional Properly". B. Buyer desires to purchase such property on the terms and conditions hereinafter documented. NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, itis hereby agreed as follows: 1. Purchase and Sale. Upon the terms and conditions hereinafter set forth, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property. 2. Purchase Price. The purchase price (the "Purchase Price") for the Property shall be an amount equal to the product of (a) $4.65 and (h) the total "Net Usable Square Feet" in the Propcny. As used (herein. "Net Usable Square Feet" means total square footage excluding square Iootage of any toad dedications ultimately required by the City of Dodi under the City of Lodi's present plan for Bial road dedication in connection with the expansion of Lower Sacramento Road and highway 12 and the ultimate design for the collector road to Highway 12. The net square feet or acres shall he determined by a survey prepared las soon as possible after the information is available hul in all events 30 days before the Closing Date) by Phillippi Engineering. Inc. ("Surveyor') and paid by Buyer. who shall certify to both Buyer and Seller the results oC such survey. The parties anticipate r there will the Property and that therefore thc Purchase Pnapproximately be approximately4.516 Net Usable Square Feel in $7 )S9.000. 3. Payment of Purchase Price. The Purchase Price shall be paid to Seller by Buyer as follows: 3,l I]e ttt. Concurrently herewith, Buyer shall deliver $100,000 (which, together with all interest earned thereon while in escrow, is herein called the "Base Deposit") to North American Title Company ("Escrow Agent"). at its offices at 6116 La Salle Avenue, 2'" 1 452991_5 - I'URCIIASE AGMT 08/22/01 Lodi Shopping Center (Sunwest Village) Reimbursement Agreement EXHIBIT "B" January 4, 2019 Page 59 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date shove written. -152')71 5 - PURCHASE AGMT 0812191 SELLER: LODI SOUTHWEST ASSOCIATES, L.F., a California limited partnership By WENTLAND-SNIDER SOUTHWEST ASSOCIATES, L.P., a California limited partnership, General Partner By LWM SOUTHWEST, INC., a California corporation, General Partner Lori Wentland Whit*: President BUYER: BROWMAN DEVELOPMENT COMPANY, INC., u f't[TT%Riia corporation By� Ti tie' aqg f � 20 in Lodi Shopping Center (Sunwest Village) Reimbursement Agreement p. Excess width Road Right -of -Way Casts ,- ::V peg. 9/00.01 - :iia sl 00e 4°n+t,0 ,f. EC4tp'vai 4mNM + � 1e tel lttal T 3 mg.. owl S ■ Y R?. i 0. �m 004 r_r al _-s�__� lar& f .+w r{gy9 �+ VW ..K wt s SA7 K� Vo. 214-.10•.10 I7P�?a tM��,Y to D..RB4 1-.fFte1.. �jn y1= 111211 ■■ 1 .whale -� L•a��IW �y __ 001.1.1111,u?q+.i� M6.B-ka f,�•'•l• ! .4004. 011 tLK .nr,Y - +•T na , Ic reri •,I- 4 q1�l{622-41 04,(61; tIF 1 ,.4: 1*r1 mar rl Sf •4 .1T- Ell [plxast 0110 1y rla r-.04.• k.t .0411 "'4107 4.111 vARNL1E101As11/4 1y{ .*a'{ 4t 1x0I4E'1lff' V 5E0a.. n /10 ,11 REFERENCES La t[•ROR01 ua iu 5Ax f•6.0 IM001C. AVO 0006 OR 16010 +n 1 N. RAACLL w+4,5 W Y 3 1 m2.15 AFatf 10.40 41 {5 51 045 i PARO/CELtn. 1.101'0 039 1e 04Vrn -.4140-0.,444.,4 y MC 02. 2227.14 1051 *4/ 7501-EA..70•) -w W. 0741-70+51 6 ypfla OR 11, }�•�LP7 OF 0AY OEUICATION AC3 PARCEL -1 6.97 AC3 -1,t3-5.'", C2, iM vau,Rl p4FW0r1 '.6610.1 (71 &Etc, 14 1,t11, �Ir vVE. „mwa'r agar It 441 VAN «S a 401.1101 014r p LI '•'1� • 4A1a.erT im'veti tm.r N..441'.03 1244. 1 1 Excess RJW 10.275 X $4.693= $48.220 LEGEND .111101 410 (Yr -. ..._ • I.f.0m'mEa..1....11.E 1,.1100+10 P040 1.1 , i;.• 4 40 •(440 4(01 ,.rte Ex, .1r• 001 NW 09 .144000 (R 01416 114 fA reffREME x0. 10RT..1 611000(4 RRRT.. fw.R 1 0010[0.0. YAP %»L REVNSR ../. sq. xa11IIMfra E+ AC UnMll [. ..I M010,40 RWRIEI .E4'Rx REFER 10 110161101 MAI' 4110 4-0 003 1' C01 11 ,11-.r o 1 �trlrry:m e . n 2 P 000- 2. ALL 01111ANCE5 SHOWN HEREON ARE t10 FEET 3000 OFCJIAALS 0/1ERE01. 3of . RAE 111E 000 I 01sTRICINE D10 BoR00EDELINEATES LLIINEATES THE90E01010Y n 114E NEI ACREAGE (AWIER DEDICATION OF PARCEL R RIGHTS OF NA1/ IS 34.52 ACRES. MORE OR LESS. b RLW.11R72I17 Cr 401[ LOX INOMPAL Cao[ *OR. 'ME fl04 AII.Or1 oe 0041=0 -my. 1.41Ucr41S. 40004140.01 U 42001010441 110440 .1140 004441, 11.200444 a FEES 1114 .1710.166411 C4 GFI-SN0 511.(L1 1X00.6+1(146+$ 4117 VRLI9($ ore 000 604111 Ertl 11 145 741E 0117 X011$tc meg 04016111 OL.K11000 pr fil JON !SWARM PARCELS 1 7 a .9.a e_ RK 0.0.6. 0L11I41104 IC 11( our 0< 00 0706710{ T6T.0.0 >Y P00000 V 11} 0k5. 1110 0160.66 .a oAlLL .6 EF1.11 3E 00411.1. WV 19 ',CCM3066114101, 441040014. 107 04110. 1/11 4P£RAl( 114711E 1140UOES 16 Ili 0.91.x0. lIcM4005 0ExRO 500011.045 PALL a CRrs1411E CRC0 o1 0 50441 tH ntl 10 ova1 W 101101 111E 014604-1 01. N .00.14....14 •ERF(41 •+ win...IHA al 4-1.16 41I/0001E5 11 h! (.4151+11. 7 113 101{1[600 9141 1,400 REd4RX/ PRAM.* .V0 A1C15s TO 0,10 1.014. .AOI 0114? 1 ?'1S?sTrml 1002x0. 0n0� x0104 1 ; PARCEL -3 9.26 Ac re`• af.� 44 10 use x01 1 40144. 1 01 140 rr 401010 1[44.11%'1 '60440 1.14 i F1 o 1 (000.42111101 11-'100a.0 L,aaar 4.0_41---�--��---- _ 1351120'406 X5) ,40,10.041.14' h 00. 1*. .54 1 wr etEeac 00x101 Llp awb, 1isIRr 410 ma,a7 alSrsr 'al rx aascar EXHIBIT GeB" January 4, 2019 Page 55 loaf ]4,110 x6 :..41010'. Kften0f[ .1444- .. y.} sla {rl .414'0-L 1130 1 �.,.� ty10W04+'gZ 61.141 044* -1=11E41 LIl ,d,.rO 9tss !!'1 �Aer41tir.11r.awl+l *4A•Y 661111nnn 41'0 Earn 00.100 104 1011 .141.1• a PARCEL MAI' er 1110 PR1rL617 bE$c410FE1 111 1AL Gja10T WED 1,y{CVRBAS S A iH COM!' 7£0061/8 1101]44 OA 1•;:1'16 A 1.04'71010 17Y 237E yK 1/10 01 /HZ 701 1/1 OF 20011MR 10. %..150-. 11 11.13_6C CIT/ 40 1.6[11 RAH 711440404 00774TT. 1'10.100..411 10X44 1- amt"1y 4nRt,•• ,..� K 04104 1+R11 O ] 1*1010... DECLARATION OF POSTING NOTICE OF CONTINUED PUBLIC HEARING TO CONSIDER RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE REIMBURSEMENT AGREEMENT RA -18-01 FOR PUBLIC IMPROVEMENTS CONSTRUCTED WITH LODI SHOPPING CENTER On Tuesday, February 12, 2019, in the City of Lodi, San Joaquin County, California, a Notice of Continued Public Hearing to consider resolution authorizing City Manager to execute Reimbursement Agreement RA -18-01 for public improvements constructed with Lodi Shopping Center (attached and marked as Exhibit A) was posted at the following locations: Lodi City Clerk's Office Lodi City Hall Lobby Lodi Carnegie Forum Worknet Office I declare under penalty of perjury that the foregoing is true and correct. Executed on February 12, 2019, at Lodi, California. 7 GIS., PAMELA M. FARRIS SYLVIA DOMINGUEZ ORDERED BY: JENNIFER M. FERRAIOLO CITY CLERK DEPUTY CITY CLERK ADMINISTRATIVE CLERK N:\Administration\CLERK\Public Hearings \AFFADAVITS\DECPOSTPW2.doc CITY OF LODI Carnegie Forum 305 West Pine Street, Lodi NOTICE OF CONTINUED PUBLIC HEARING Date: March 12, 2019 Time: 7:00 a.m. For information regarding this notice please contact: Jennifer M. Ferraiolo City Clerk Telephone: (209) 333-6702 J EXFB2IT Rj NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that on Tuesday, March 12, 2019, at the hour of 7:00 a.m., or ,as soon thereafter as the matter may be heard, the City Council will conduct a continued public hearing at the Carnegie Forum, 305 West Pine Street, Lodi, to consider the following matter: a) Resolution authorizing City Manager to execute Reimbursement Agreement RA -18-01 for public improvements constructed with Lodi Shopping Center. Information regarding this item may be obtained in the Public Works Department, 221 West Pine Street, Lodi, (209) 333-6706. All interested persons are invited to present their views and comments on this matter. Written statements may be filed with the City Clerk, City Hall, 221 West Pine Street, 2nd Floor, Lodi, 95240, at any time prior to the hearing scheduled herein, and oral statements may be made at said hearing. If you challenge the subject matter in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the City Clerk, 221 West Pine Street, at or prior to the close of the public hearing. By Order of the Lodi City Council: nifer M G erraiolo ity Clerk Dated: February 6, 2019 Appr ved as to form: nice ❑ agdich City14ttorney AVISO: Para obtener ayuda interpretativa con esta noticia, por favor Ilame a la oficina de la Secretaria Municipal, a las (209) 333-6702. N:1AdmInIslratlon1CLERK\Public Hearings1NOTICES1NoLPW ReimbAgmt.doc 2/12/19 SUBJECT: Please immediately confirm receipt of this fax by calling 333-6702 CITY OF LODI P. O. BOX 3006 LODI, CALIFORNIA 95241-1910 ADVERTISING INSTRUCTIONS NOTICE OF PUBLIC HEARING TO CONSIDER RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE REIMBURSEMENT AGREEMENT RA -18-01 FOR PUBLIC IMPROVEMENTS CONSTRUCTED WITH LODI SHOPPING CENTER PUBLISH DATE: SATURDAY, JANUARY 19, 2019 LEGAL AD TEAR SHEETS WANTED: One (1) please SEND AFFIDAVIT AND BILL TO: LNS ACCT. #0510052 JENNIFER M. FERRAIOLO, CITY CLERK City of Lodi P.O. Box 3006 Lodi, CA 95241-1910 DATED: THURSDAY, JANUARY 17, 2019 ORDERED BY: JENNIFER M. FERRAIOLO CITY CLERK PAMELA M. FARRIS DEPUTY CITY CLERK SYLVIA DOMINGUEZ ADMINISTRATIVE CLERK Verify Appearance of this Legal in the Newspaper — Copy to File LAB - Emailed to the Sentinel at classified)@lodinews.com at ' r) an i 7 (lata (pages) Phonec to confirm receipt of ail pages at (time) EA PM (initials) fonns',advins.doc DECLARATION OF MAILING PUBLIC HEARING TO CONSIDER RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE REIMBURSEMENT AGREEMENT RA -18-01 WITH BROWNIAN DEVELOPMENT COMPANY AND ELLIOT HOMES FOR PUBLIC IMPROVEMENTS CONSTRUCTED WITH LODI SHOPPING CENTER On Thursday, January 17, 2019, in the City of Lodi, San Joaquin County, California, I deposited in the United States mail, envelopes with first-class postage prepaid thereon, containing a Notice of Public Hearing to consider resolution authorizing City Manager to execute Reimbursement Agreement RA -18-01 with Browman Development Company and Elliot Homes for public improvemen-s constructed with Lodi Shopping Center, attached hereto marked Exhibit A. The mailing list for said matter is attached hereto marked Exhibit B. There is a regular daily communication by mail between the City of Lodi, California, and the places to which said envelopes were addressed. I declare under penalty of perjury that the foregoing is true and correct. Executed on January 17, 2019, at Lodi, California. 're./ i ` `I PAMELA M. FARRIS ORDERED BY: JENNIFER M. FERRAIOLO CITY CLERK, CITY OF LODI ELIZABETH BURGOS DEPUTY CITY CLERK ADMINISTRATIVE CLERK Forms/decmail.doc DECLARATION OF POSTING NOTICE OF PUBLIC HEARING TO CONSIDER RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE REIMBURSEMENT AGREEMENT RA -18-01 FOR PUBLIC IMPROVEMENTS CONSTRUCTED WITH LODI SHOPPING CENTER On Thursday, January 17, 2019, in the City of Lodi, San Joaquin County, California, a Notice of Public Hearing to consider resolution authorizing City Manager to execute Reimbursement Agreement RA -18-01 for public improvements constructed with Lodi Shopping Center (attached and marked as Exhibit A) was posted at the following locations: Lodi City Clerk's Office Lodi City Hall Looby Lodi Carnegie Forum Worknet Office I declare under penalty of perjury that the foregoing is true and correct. Executed on January 17, 2019, at Lodi, California. PAMELA M. FARRIS DEPUTY CITY CLERK ORDERED BY: JENNIFER M. FERRAIOLO CITY CLERK SYLVIA DOMINGUEZ ADMINISTRATIVE CLERK N.:\Administration\CLERK\Public Itarings\AFFADAVITS\DECPOSTPW2.doc CITY OF LODI Carnegie Forum 305 West Pine Street, Lodi NOTICE OF PUBLIC HEARING Date: February 6, 2019 Time: 7:00 p.m. For information regarding this notice please contact: Jennifer M. Ferraiolo City Clerk Telephone: (209) 333-6702 EXHIBITA NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that on Wednesday, February 6, 2019, at the hour of 7:00 p.m., or as soon thereafter as the matter may be heard, the City Council will conduct a public hearing at the Carnegie Forum, 305 West Pine Street, Lodi, to consider the following matter: a) Resolution authorizing City Manager to execute Reimbursement Agreement RA -18-01 for public improvements constructed with Lodi Shopping Center. Information regarding this item may be obtained in the Public Works Department, 221 West Pine Street, Lodi, (209) 333-6706. All interested persons are invited to present their views and comments on this matter. Written statements may be filed with tie City Clerk, City Hall, 221 West Pine Street, 2nd Floor, Lodi, 95240, at any time prior b the hearing scheduled herein, and oral statements may be made at said hearing. If you challenge the sthject matter in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the City Clerk, 221 West Pine Street, at or prior to tie close of the public hearing. By Order of the Lodi City Council: nifer M. ity Clerk rraiolo r Dated: January 16, 2019 AM -coved as to form: Janic'illlagdich City Attorney AVISO: Para obtener ayuda interpretativa con esta noticia, por favor (lame a la oficina de la Secretaria Municipal, a las (209) 333-6702. N\Administration\CLERK/Publlc Hearings \NOTICES\NotPW_RelmbAgml.doo EXHIBIT B1 Name Address Lodi LSR Properties, LLC 10100 Trinity Parkway, Suite 420 Stockton, CA 95219 Jacaba Zunino P.O. Box 520 Woodbridge, CA 95258 Sunset Tartesso, LLC 340 Palladio Parkway, Suite 521 Folsom, CA 95630 2057 Lowsac, LLC 19934 Meadow Oak Drive Woodbridge, CA 95258 1303 Rivergate Drive Lodi, CA 95240 Weldon D Schumacher Joey Tamura 788 West Armstrong Road Lodi, CA 95242 Robert Van Ruiten P.O. Box 548 Woodbridge, CA 95258 395 East Harney Lane Lodi, CA 95242 Earl Rieger Larry D. & D. R. Wells 427 East Harney Lane Lodi, CA 95242 Norene Dietrich 463 East Harney Lane Lodi, CA 95242 Phyllis Mastel 499 East Harney Lane Lodi, CA 95240 Joe Alvarez 533 East Harney Lane Lodi, CA 95242 Robert W. & Jennifer J. Pinnell 2627 West Harney Lane Lodi, CA 95242 Stephen Mann 1018 Laurel Avenue Lodi, CA 95242 W.L. Investors, LP 10100 Trinity Parkway, Suite 420 Stockton, CA 95219