Agenda, special meeting — Guadalupe City Council, October 24, 2023

October 24, 2023 City of Guadalupe Council Meeting Agenda (Special Meeting) Page 1 of 2 City of Guadalupe
AGENDA
Special Meeting of the Guadalupe City Council
Tuesday, October 24, 2023, at 5:45 pm
City Hall, 918 Obispo Street, Council Chambers
The City Council meeting will broadcast live streamed on the City of Guadalupe’s Official YouTube channel: https://www.youtube.com/channel/UCaxeHWd9JkmvKnGFU8BAYQQ If you choose not to attend the City Council meeting but wish to make a comment during Community Participation Forum or on a specific agenda item, please submit via email to [email protected] no later than 2:00 pm on Tuesday, October 24, 2023.

Please be advised that, pursuant to State Law, any member of the public may address the City Council concerning any item on the Agenda, before or during Council consideration of that item. If you wish to speak on any item on the agenda, including any item on the Consent Calendar or the Ceremonial Calendar, please submit a speaker request form for that item. If you wish to speak on a matter that is not on the agenda, please do so during the Community Participation Forum.

The Agenda and related Staff reports are available on the City’s website: www.ci.guadalupe.ca.us Friday before Council meeting.

Any documents produced by the City and distributed to a majority of the City Council regarding any item on this agenda will be made available the Friday before Council meetings at the Administration Office at City Hall 918 Obispo Street, Monday through Friday between 8:00 am and 4:30 pm, and also posted 72 hours prior to the meeting. The City may charge customary photocopying charges for copies of such documents. Any documents distributed to a majority of the City Council regarding any item on this agenda less than 72 hours before the meeting will be made available for inspection at the meeting and will be posted on the City’s website and made available for inspection the day after the meeting at the Administrator Office at City Hall 918 Obispo Street, Monday through Friday between 8:00 am and 4:30 pm.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, including review of the Agenda and related documents, please contact the Administration Office at (805) 356.3891 at least 72 hours prior to the meeting. This will allow time for the City to make reasonable arrangements to ensure accessibility to the meeting.

1. ROLL CALL:

Council Member Christina Hernandez
Council Member Gilbert Robles
Council Member Megan Lizalde
Mayor Pro Tempore Eugene Costa Jr.

Mayor Ariston Julian

2. PLEDGE OF ALLEGIANCE
October 24, 2023 City of Guadalupe Council Meeting Agenda (Special Meeting) Page 2 of 2

3. COMMUNITY PARTICIPATION FORUM
Each person will be limited to a discussion of three (3) minutes or as directed by the Mayor.

Pursuant to the provisions of the Brown Act, no action may be taken on these matters unless they are listed on the agenda, or unless certain emergency or special circumstances exist. City Council may direct staff to investigate and/or schedule certain matters for consideration at a future City Council meeting.

REGULAR BUSINESS

4. Approval of agreements between the City of Guadalupe and the Pasadera Development and between the City of Guadalupe and Caltrans for Highway 166 improvements.

Written report: Philip F. Sinco, City Attorney
Recommendation: That the City Council adopt Resolution No. 2023-87 approving the in-lieu funding contribution agreement between the City and the Pasadera developer, and Resolution No. 2023-88 approving the cooperative agreement between the City and Caltrans, both of which are related to a consolidated project for traffic improvements for Highway 166.

5. Offer to dedicate additional Right-Of-Way (ROW) for public roads, utilities, and drainage purposes along the frontage of the Pasadera Development on Highway 166/Main Street.

Written report: Philip F. Sinco, City Attorney
Recommendation: That the City Council adopt Resolution No. 2023-89 approving the City of Guadalupe’s acceptance of the dedication of Right-Of-Way (ROW) for public road, utilities, and drainage purposes along the Pasadera project frontage on Highway 166 to allow the construction of improvements related to the City-Caltrans Cooperative Agreement.

6. ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall display case and website not less than 24 hours prior to the meeting. Dated this 23rd day of October 2023.
______________________________
Todd Bodem, City Administrator
Todd Bodem

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Agenda Item No. 4

REPORT TO THE CITY COUNCIL OF THE CITY OF GUADALUPE
Agenda of October 24, 2023 (Special Meeting)
_______________________________ _______________________________ Prepared by: Approved by:

Philip F. Sinco, City Attorney Todd Bodem, City Administrator SUBJECT: Approval of agreements between the City of Guadalupe and the Pasadera Development and between the City of Guadalupe and Caltrans for Highway 166 improvements RECOMMENDATION:

It is recommended that the City Council adopt Resolution No. 2023-87 approving the in-lieu funding contribution agreement between the City and the Pasadera developer, and Resolution No 2023-88 approving the cooperative agreement between the City and Caltrans, both of which are related to a consolidated project for traffic improvements for Highway 166.

BACKGROUND:

The DJ Farms Specific Plan (the “Pasadera development”) was approved in November 2012, by the City of Guadalupe providing for phased development of a mixed-use community consisting of up to eight hundred and two (802) single-family residential dwellings supporting commercial, school, park, and infrastructure on a two hundred and nine (209) acre area. The Specific Plan area is bounded by Highway 166 on the north; Highway 1 and Union Pacific Railroad Tracks on the west and agricultural lands to the east and south. In association with approval of the Specific Plan and Master Tract Map, the Developer and the City entered into a Development Agreement related to the subdivision and phased development of the Property. The conditions of approval and mitigations measures in the Development Agreement required the Developer to complete certain traffic improvements for Highway 166 (“Developer Improvements”), some of which are subject to oversight by the California Department of Transportation (“Caltrans”). In particular, the Development Agreement between the City of Guadalupe and the Pasadera Developer referenced traffic improvements to Highway 166 on the Master Tentative Tract Map.

Numerous Caltrans projects are scheduled for construction over the next several years, including those shown in the diagram in Attachment 1. At the same time, as mentioned above, the Pasadera development is obligated to install certain traffic improvements as provided on the Master Tentative Tract Map, and the Santa Barbara Council of Governments (SBCAG) is working on installing a traffic signal at Highway 1 and 166. Caltrans approached the interested parties(i.e., the City, the Pasadera developer, and SBCAG) with the concept of consolidating all these projects into one project (“consolidated project”).

Philip F. Sinco

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At a meeting on June 1, 2023, Caltrans presented a potential cost share for completing the consolidated project. Caltrans initially requested that the City contribute $3 million of its Measure A1 circulation funds to this estimated $31 million project. Staff believed spending Guadalupe circulation project funds in this matter was consistent with the original intent of this funding and recommended that the City Council approve $3 million of these funds for the consolidated project and the remaining balance to other City projects. The City Council approved this request at its June 27, 2023, City Council meeting.

In a follow up meeting with Caltrans personnel on June 28, 2023, and in subsequent communications between Caltrans, SBCAG, and the City, further discussions were held about the potential cost share for completion of the consolidated project. The Pasadera develper requested that the City contribute all of its Measure A circulation funds to the consolidated project (i.e., an additional amount of approximately $1.4 million). After further project design and cost scoping review, City staff believed that utilizing all of the City’s Measure A funds would allow the City to leverage a larger improvement project that would result in a quicker and more comprehensive and complete improvement of the Highway 166 (or West Main) corridor from Highway 1 to Flower Avenue.

At the City Council meeting on September 12, 2023, Staff recommended that the Council approve this request since the improvements of the consolidated project are so important to the City, even though doing so would leave no funds for the other City projects that Council had previously approved for use of Measure A circulation funds (including $100,000 for Curb ramp ADA improvements and sidewalk repair, and $976,000 to be spent on bicycle and pedestrian related projects). The City Council considered staff’s request and approved using the full amount of its projected 30-year Measure A apportionment for Guadalupe circulation improvements.
2 Thus, the City has agreed to contribute $4.4 million for the costs of the consolidated project.

The Pasadera developer was required under the terms of the Development Agreement to pay costs and construct certain improvements for Highway 166 (including installing a traffic light at Highway 166 and Flower Ave.) as indicated on the Master Tentative Tract Map, but the consolidated project proposes that Caltrans will perform all of the required work for the Highway 166 improvements. Since the Pasadera developer would, therefore, be relieved of its obligation to actually construct the improvements, the parties negotiated that, “in-lieu” of the work it would have otherwise been required to perform, the Pasadera developer will provide funding for the consolidated project in the approximate amount of the cost of this work. The amount agreed upon by the Pasadera developer, the City, and Caltrans was $5.5 million.

DISCUSSION:

Caltrans will only enter into a cooperative agreement with the City and not with the Pasadera developer directly (or indirectly as a party to the same agreement). Therefore, the City needs to enter into an agreement with the Pasadera developer to receive the $5.5 million in funding it has agreed to provide 1 Measure A, the Road Repair, Traffic Relief and Transportation Safety Measure was approved by County of Santa Barbara voters in November 2008.
2 The City Council actually approved the use of $4.45 million in Measure A funds, but this was a clerical mistake as the actual available amount is $4.4 million.

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for the consolidated project. The City Attorney worked with Craig Smith, the attorney for the Pasadera developer on an appropriate funding agreement. (See Exhibit A to Resolution No. 2023-87).

In-Lieu Funding Contribution Agreement
Key provisions of the in-lieu funding contribution agreement include:
• The Developer will pay the City $5.5 million for its contribution to the consolidated project. • The Developer’s funding will not be paid to the City prior to January 1, 2027, unless required by Caltrans before that date, and the funding will only be paid if the City has paid all of its share ($4.4 million) to Caltrans first.
• Upon execution of the agreement, the Developer’s Improvements will be “deemed satisfied in full” even though the Developer’s share of the funding will not be due for several years from the effective date of the agreement. The reason the City agreed to this provision is because the Developer Improvements are required to be completed prior to the Developer being able to proceed with construction of new housing in future phases of the Pasadera Development. The Developer will still be “on the hook” for its share of the funding but it will be allowed to pay the funding at a later time.

Cooperative Agreement
Key provisions of the cooperative agreement (see Exhibit A to Resolution No. 2023-88) include:
• The City will contribute $9.9 million for the project ($5.5 million which it will receive from the Pasadera Developer pursuant to the in-lieu funding agreement, and the remaining $4.4 million will be contributed from the City’s Measure A circulation funds), • Caltrans will perform all of the work for the traffic improvements (including design, engineering, permitting, and construction).
• The City will be required to pay the required funds in several equal installments beginning about 45 days before such funds are required (the first of which are unlikely to be due and payable for approximately two (2) years from now).

FISCAL IMPACT
There are no direct impacts to the general fund since all of the funds the City will be contributing for the consolidated project are Measure A funds, and the other funds required will be contributed by the Pasadera developer. The significant improvements to the Hwy 1/166 gateway to the City of Guadalupe may have an undetermined positive impact on the City since they will address circulatory needs of the community, residents, and businesses in the project area.

ATTACHMENTS:

1. Consolidated Project Diagram

2. Resolution No. 2023-87

3. Resolution No. 2023-88
ATTACHMENT 1

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RESOLUTION NO. 2023-87

A RESOLUTION OF THE CITY COUNCIL OF THE CITY GUADALUPE APPROVING AN IN-LIEU FUNDING

CONTRIBUTION AGREEMENT BETWEEN THE CITY OF GUADALUPE AND THE PASADERA PROJECT DEVELOPER FOR TRAFFIC IMPROVEMENTS ON HIGHWAY 166 TO BE DONE BY CALTRANS AS PART OF

A CONSOLIDATED PROJECT
WHEREAS, the DJ Farms Specific Plan (the “Pasadera development”) was approved in November 2012, by the City of Guadalupe and in association with approval of the Specific Plan and Master Tract Map, the developer of the Pasadera development (“Developer) and the City entered into a development agreement related to the subdivision and phased development of the Pasadera development which, among other things, required the Developer to complete certain traffic improvements for Highway 166 (“Developer Improvements”), some of which are subject to oversight by the California Department of Transportation (“Caltrans”); and
WHEREAS, numerous Caltrans projects for improvements to Highway 166 are scheduled for construction over the next several years, while concurrently, the Santa Barbara Council of Governments (SBCAG) is working on installing a traffic signal at Highway 1 and 166, and the Developer is required to install certain traffic improvements as provided on the Master Tentative Tract Map; and WHEREAS, Caltrans approached the interested parties (i.e., the City, the Pasadera developer, and SBCAG) with the concept of consolidating all these projects into one project (“consolidated project”); and
WHEREAS, after negotiations, Caltrans requested that the City contribute all of its Measure A circulation funds as its contribution towards the estimated $31 million cost of the consolidated project; and WHEREAS, the City Council approved a contribution of $4.45 million from its Measure A funds for the consolidated project; and
WHEREAS, since that date, Caltrans has adjusted its requested contribution amount for the City to $4.4 million as a result of an accounting/clerical error; and WHEREAS, the Pasadera developer is required under the terms of the Development Agreement to pay costs and construct certain improvements for Highway 166 as indicated on the Master Tentative Tract Map, but the consolidated project proposes that Caltrans will perform all of the required work for these (and other) Highway 166 improvements, and therefore, since the Developer would be relieved of its obligation to actually construct the improvements, the City and the Developer negotiated an amount the Developer would contribute in-lieu of the work it would have otherwise been required to perform; WHEREAS, the amount agreed upon that the Developer would provide for the consolidated project is $5.5 million; and
WHEREAS, Caltrans will enter into a cooperative agreement only with the City (and not the Developer) , and therefore, the City needs to enter into an agreement with the Pasadera developer to receive the $5.5 million in funding it has agreed to provide for the consolidated project.; and ATTACHMENT 2

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WHEREAS, an in-lieu funding contribution agreement was negotiated between the City and the Pasadera developer, which is attached to this Resolution as Exhibit A; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Guadalupe as follows:

SECTION 1: The foregoing recitals are true and correct.

SECTION 2: The in-lieu funding contribution agreement attached hereto as Exhibit A is hereby approved.

SECTION 3: The Mayor is hereby authorized to sign the in-lieu funding agreement on behalf of the City.

PASSED, APPROVED AND ADOPTED at a special meeting on the 24th day of October 2023 by the following vote:

MOTION:

AYES:

NOES:

ABSENT:

ABSTAINED:

I, Amelia M. Villegas, City Clerk of the City of Guadalupe DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2023-87, has been duly signed by the Mayor and attested by the City Clerk, all at a special meeting of the City Council, held October 24, 2023, and that same was approved and adopted.

ATTEST:
______________________________ ____________________________________ Amelia M. Villegas, City Clerk Ariston Julian, Mayor
APPROVED AS TO FORM:
______________________________
Philip F. Sinco, City Attorney
1 IN-LIEU FUNDING CONTRIBUTION AGREEMENT
This In Lieu Funding Contribution Agreement is by and between the City of Guadalupe, a Municipal corporation (“City”), and the following entities, each of which is an owner or developer of the Property or part thereof: RCT 2003, LLC, Guadalupe Beach, LLC, Guad Commercial, LLC, GB Land 4, LLC, GB Land 9, LLC, GB Land South, LLC, and Paseo South 1, Inc., together with each and every assignees that will develop the Property pursuant to the DJ Farms Specific Plan (“Specific Plan”), as revised (collectively, the “Developer).

RECITALS
A. In November 2012, the City of Guadalupe approved the DJ Farms Specific Plan (aka, and hereinafter, “Pasadera Development”) for phased development of a mixed-use community consisting of up to eight hundred and two (802) single-family residential dwellings supporting commercial, school, park, and infrastructure on a two hundred and nine (209) acre area. The Specific Plan area is bounded by Highway 166 on the north; Highway 1 and Union Pacific Railroad Tracks on the west and agricultural lands to the east and south, such Property described in Exhibit A attached hereto (“Property”), all such intended development referred to as the (“Project”).

B. In association with approval of the Specific Plan and Master Tract Map, the Developer and the City entered into one or more agreements with the City, including a Development Agreement related to the subdivision and phased development of the Property.

C. Pursuant to the conditions or approval and mitigations measures applicable to the Project, the Developer will complete certain improvements including certain master tract improvements for traffic mitigation, including certain improvements to Highway 166 and as otherwise required by the Project mitigation measures (“Developer Improvements”), some of which are subject to oversight by the California Department of Transportation (“Caltrans”).

D. The City has certain tax and contingent grant funding to improve City transportation corridors, which improvements include work on Highway 1 and Highway 166 (“City Funded Improvements”).

E. Caltrans has multiple state and federal funding projects pending in the Guadalupe area, including improvements to Highway 1 and Highway 166, which work includes those areas that Developer agreed to improve (“Caltrans Projects”).

F. Given the overlap in proposed improvements consisting of the City Funded Improvements, Developer Improvements, and the Caltrans Projects, which are subject to Caltrans oversight or control, the City has agreed to enter into a Cooperative Agreement with Caltrans through which Caltrans, subject to funding from the City, including funding from the Developer, will perform the City Funded Improvements and Developer Improvements in conjunction with the other Caltrans Projects in Guadalupe.

EXHIBIT A
2 NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants set forth herein and other good and valuable consideration, the City and Developer hereby agree to the following funding terms.

1. Developer Funding. To ensure coordination of planned improvements to Highway 1 and Highway 166, including the associated frontage areas and control measures, the Developer shall contribute funding to the City (“Developer Funding”) not to exceed the amount of five million five hundred thousand dollars ($5,500,000) (“Developer Funding Limit”) on the terms set forth herein.

2. Funded Improvements. The Developer Improvements funded with the Developer Funding will include any work, improvements or payment imposed by the City or Caltrans as requirements or Mitigation Measures and includes in lieu payments for all those improvements shown on engineering plan attached as Exhibit B and identified as Caltrans Improvements on Highway 166/Main Street, to including, without limitation, all costs and all work associated with such improvements, including design, environmental review, environmental mitigation, obtaining all necessary approvals including, without limitation, those of any applicable utility and/or railroad companies, contracting and construction of improvements on or adjacent thereto, including the intersection of Highway 1 and Highway 166, east of Main St., to Flower Ave., and further, without limitation, right of way dedications, any traffic and control signals and signalization improvements, road widening, intersection improvements, round about or similar controls, curb, gutter, sidewalk, drainage improvements, landscaping, signage, power pole undergrounding, and/or other utility location and/or relocation.

3. City Cooperative Agreement. As a material terms of this Agreement and the Developer Funding commitment, the City agrees to enter into a Cooperative Agreement with Caltrans through which the City will fund any City Improvements and the Developer Improvements up to a total fixed funding amount of nine million nine hundred thousand dollars ($9,900,000) (including the Developer Funding). The City further agrees:

A. The Developer Funding shall be paid to the City no earlier than January 1, 2027, unless Caltrans has commenced and is diligently continuing to work on the Developer Improvements (as shown on Exhibit B) and subsequently requires City Funding in excess of $4.400,000 before that date, and further provided that the City has released the City Funding in the amount of four million four hundred thousand dollars ($4,400,000) (“City Funding”). After payment of the full amount of City Funding to Caltrans, any shortfall in funds for Caltrans to complete the Developer Improvements shall be paid by Developer up to the Developer Funding Limit.

B. The Developer Funding through the City is payment in lieu of the Developer performing any work for those improvements that are or may be required for development of, and traffic impacts related to, any developed or undeveloped portion of the Pasadera Development, whether under the conditions of approval, the mitigation measures, including, without limitation, as set forth in the Revised DJ Farms Specific Plan Mitigation Monitoring and Reporting Program, or otherwise by Caltrans or any other applicable governmental agency or public utility company related to Highway 1 and Highway 166 and regardless of whether imposed by the City or Caltrans (“Mitigation Measures”). 3 The Developer Funding shall be combined with City Funding to fund Caltrans’ completion of any City Improvements and the Developer Improvements. The City shall cause Caltrans to agree to the terms herein in the Cooperative Agreement.

C. In addition to the terms above, the City acknowledges that completion of the Developer Improvements is required for the Developer to complete portions of the Project.

D. The City hereby agrees that City Funding and Developer Funding shall satisfy in full all current and future Caltrans traffic impact Mitigation Measures, conditions or requirements related to the Pasadera Development Project or City Funded Improvements or any portion thereof, including subdivisions and development of any portion. Additionally, effective as of the mutual execution of this Agreement, in no event, shall the City allow Caltrans to restrict in any way; A) the ongoing building, sales and occupancy of the remaining homes in the Pasadera project or, B) the development of the commercially zoned lots along the north portion of Pasadera, nor shall the City allow Caltrans to condition any subsequent entitlements, maps or development associated with the Project on any additional or modified Mitigation Measures, transportation improvements, modifications or payments of any type, and regardless of changes that would impact Highway 1 and Highway 166 until the Developer completes the entire Project as contemplated by the Specific Plan and Environmental Impact Report (EIR) for the Project provided that the scope of the Pasadera Development Project as evaluated in the EIR does not change. The City and Developer acknowledge that should the scope of the Project change or intensify such that trip generator as noted in the approved traffic study increases, additional improvements could be needed.

4. Full Satisfaction of Obligations. In consideration of the Developer’s entering into this Agreement, the City expressly agrees that the Developer’s obligations under the Development Agreement (specifically, Paragraph No. 9 of Exhibit B to that document entitled “Development Agreement No. 2012-001 Between the City of Guadalupe and RCT 2003, LLC” (Document No. 2013- 0011590, Official Records of the County of Santa Barbara County Clerk Recorder, recorded on February 20, 2013) related to any of the improvements to Highway 1 and 166 resulting from the Pasadera Development shall be deemed satisfied in full, including removing any limitations on Developer on construction, sale, or occupancy of all remaining residential units, and development of the commercial property within the Pasadera Development due to lack of completed improvements under the Development Agreement, Specific Plan or Conditions of Approval, effective at such time as this Agreement is duly executed by the City and by Developer The City acknowledges that the Developer Improvements required pursuant to the Development Agreement (as set forth above) must be deemed as satisfied in full for the Developer to complete the Pasadera Development which is why the Developer Improvements are deemed satisfied upon the effective date of this Agreement and prior to the City’s actual receipt of the Developer Funding; however, the receipt by the City of the Developer Funding is the City’s primary consideration for this Agreement and Developer remains liable for payment of the Developer Funds to the City as provided herein. The City agrees that if Caltrans requires improvements or Mitigation Measures of any type to Highway 1 or Highway 166, including in the right of way areas as a result of the Project or any portion and whether related to development of the residential, commercial, schools, public park or green belt areas, as additional consideration from Developer’s 4 Funding, the City shall be the responsible party for such costs and improvements and costs, such responsibilities assumed as City Funded Improvements.

5. Other Development Agreement Obligations. Nothing contained herein limits the Developer’s existing obligations to dedicate areas for right of ways required per the master or any subsequent map or Specific Plan; however, the Developer shall not be required to execute its irrevocable dedication of the right of way to the City to accommodate future Caltrans work until the Cooperative Agreement has been approved on terms consistent with this Agreement. In no event shall the Developer be obligated to make any improvements to any dedicated right of way as a condition of the City accepting such dedication, whether pursuant to the City code or otherwise.

6. Further Acts. The City and Developer shall each execute such additional documents and do such:

A Run with the Land/Successors and Assigns. The Agreements herein are intended to run with the land including any successor owners or developers of all or any portion of the Pasadera Development; however, this Agreement is made and entered into for the sole protection and benefit of the owners of the Property and their successors and permitted assigns. The burdens of this Agreement shall be binding upon, and its benefits shall inure to all successors in interest to the Parties to this Agreement. No other person shall have any right of action based on this Agreement.

B. Notices. All notices permitted or required by this Agreement shall be in writing, and shall be deemed to have been delivered and received (a) when personally delivered, (b) on the third (3rd) business day after the date on which deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, (c) on the date on which transmitted by email or other electronic means (excluding text or other message application) with confirmed receipt or reply evidencing a successful transmission, or (d) on the next business day after the date on which deposited with a regulated public carrier or nationally recognized overnight commercial delivery service (e.g., Federal Express, DHL, etc.), addressed to the Party for whom intended at the mailing address, or email address, set forth on the signature page of this Agreement for such Party, or such other mailing address, email address, or facsimile number, notice of which has been delivered in a manner permitted by this Section 6B.

C. Amendments in Writing; Severability. This Agreement may be amended only by written consent of both parties. The parties intend that the remaining terms, provisions, covenants and conditions of this Agreement be in effect, valid and enforceable should any term, provision covenant or condition of this Agreement be determined invalid, void or unenforceable. Each party declares it would have adopted this Agreement and each section, subsection, sentence, clause, phrase, part or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, parts or portions be declared invalid or unconstitutional.

D. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted pursuant to the laws of the State of California, and it shall be deemed to have been executed in Santa Barbara County, California. This Agreement shall be 5 construed as a whole according to its fair language and common meanings to achieve the objectives and purposes of the Parties hereto and shall be interpreted as if mutually drafted by the Parties, all Parties having been represented by counsel in its negotiation and preparation.

E. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

F. Construction. As used herein, the singular of any word includes the plural and the masculine, feminine and neutral include the other genders as the context may require.

G. Waiver. Failure of either Party to insist upon the strict performance of any term, covenant condition or provision of this Agreement by the other, or the failure of a Party to exercise its rights upon the default of the other, shall not constitute waiver of such Party’s right to demand strict compliance by the other Party with that particular term, covenant, condition, provision or with any other part of this Agreement thereafter.

H. Mutual Covenants. The covenants contained in this Agreement are mutual and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed by such benefited Party.

I. Further Actions and Instruments. Each of the Parties shall cooperate and provide reasonable assistance to the other as allowed by applicable law in the performance of this Agreement and the satisfaction of its conditions. On the request of either Party at any time, and as allowed by applicable law, the other Party shall promptly execute, with acknowledgement or affidavit, if reasonably required, and file or record such required instruments and writing and take any action as may be reasonably necessary to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions it contemplates.

J. Not A Partnership. Nothing in this Agreement creates any relationship of trust or fiduciary relationship between the City and Developer. This Agreement does not create any obligation or relationship such as a partnership, joint venture or other similar legal relationship. Any correspondence or other reference to “partners” or other similar terms will not be deemed to alter, amend or change the independent contractor relationship between the parties unless there is a formal written agreement specifically detailing the rights, liabilities, and obligations of the parties as to a new, specifically defined legal relationship. Except as expressly provided herein, neither party shall have rights to the other party’s property or operations and nothing in this Agreement shall convey or concur such rights unless expressly agreed by the parties in writing.

K. Warranty of Authority. The persons signing this Agreement below hereby warrant for the benefit of the Party for which they do sign that they have actual authority to bind their principal to this Agreement.
6 L. Attorneys’ Fees; Costs. In any action or proceeding arising out of this Agreement, the prevailing Party shall be entitled to an award of reasonable attorney fees and costs including, without limitation, expert witness and consultant fees and costs.

M. Counterparts; Electronic Signatures. This Agreement and any amendment to this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto.

A copy of this Agreement or an amendment hereto that is executed by a Party (including by use of electronic signature software (e.g., "DocuSign")) and transmitted by that Party to the other Party by facsimile or as an attachment (e.g., in ".tif" or ".pdf" format) to an email or by use of an electronic signature software shall be binding upon the signatory to the same extent as a copy hereof containing that Party's original signature.

The undersigned represents that each has authority to execute this Agreement and, on behalf of the parties represented, agrees to be bound by the respective obligations herein on the date executed by the City (“Effective Date”).
[Signatures appear on the following page.]
7 CITY OF GUADALUPE
By:________________________ Date: _________________________ Mayor
Attest:

By:________________________ Date: _________________________ City Clerk
Approved as to Form:

By:________________________ Date: _________________________ City Attorney
DEVELOPER:

RTC 2003, LLC
a California Limited Liability Company
By: ______________________
Mark Kelton, Manager
Guadalupe Beach, LLC
a California Limited Liability Company
By: _______________________
Guad Commercial, LLC
a California Limited Liability Company
By: ______________________
Mark Kelton, Manager
GB Land 4, LLC
a California Limited Liability Company
By: ______________________
Mark Kelton, Manager
GB Land 9, LLC
a California Limited Liability Company
By: ______________________
Mark Kelton, Manager
GB Land South, LLC
a California Limited Liability Company
By: ______________________
Mark Kelton, Manager
Paseo South 1, INC.
a California Company
By: ______________________
Mark Kelton, Manager
Exhibit A
Description of Real Property
Parcel One:

That certain Parcel or Tract of land in the City of Guadalupe, County of Santa Barbara, State of California, being a portion of the map entitled "Map of the Subdivision of the Rancho Guadalupe, Santa Barbara County and San Luis Obispo, California" surveyed and subdivided by James T.

Stratton, November 1871, filed in the County Recorder's Office of said County of Santa Barbara on march 8, 1880 and posted in Book "B" of Miscellaneous Records, at Page 442, as shown on the map entitled "Map of the Subdivision of Rancho Guadalupe," filed as Map 3 in Rack 4, in the Office of the County of Santa Barbara County, described as follows:

All that portion of Subdivision No. 10, Rancho Guadalupe, lying Northerly of that portion of above mentioned Subdivision No. 10, Rancho Guadalupe, conveyed to the Southern Pacific Railroad Company by deed recorded April 23, 1895 in Book 39, Page 268 of Deeds, and recorded August 30, 1899 in Book 67, Page 543 of Deeds, and recorded September 7, 1899 in Book 67, page 545 of Deeds, and lying Northerly of that portion of said Subdivision No. 10, Rancho Guadalupe, conveyed to Southern Pacific Company by deed recorded August 24, 1966 as Instrument No. 27546 in Book 2163, Page 291, Official Records.

Excepting therefrom that portion of said Subdivision No. 10, Rancho Guadalupe, conveyed to the State of California by deed recorded May 3, 1938 as Instrument No. 3810, in Book 425, Page 455, Official Records.

Also excepting therefrom that portion of said Subdivision No. 10, Rancho Guadalupe, conveyed to the State of California, by deed recorded November 23, 1993 as Instrument No. 93-93206, Official Records.

Also excepting therefrom all oil, gas, minerals, gasoline, asphaltum and other hydrocarbons of whatever category in and under said land.

Said land is shown with other land on Record of Survey recorded in Book 88, Pages 13 and 14 of Maps, in the Office of the County Recorder of said County.

Said land is set forth as Lot "A" in Certificate of Compliance recorded February 5, 2002 as Instrument No. 2002-0011547, Official Records. APN 113-080-024 Parcel Two:

Stratton, November 1871, filed in the County Recorder's Office of said County of Santa Barbara on march 8, 1880 and posted in Book "B" of Miscellaneous Records, at Page 442, as shown on the map entitled "Map of the Subdivision of Rancho Guadalupe," filed as map 3 in Rack 4, in the Office of the County Recorder of Santa Barbara County, described as follows:

All that portion of Subdivision No. 10, Rancho Guadalupe, as shown on the map of said Rancho lying Southerly of that portion of above mentioned Subdivision No. 10, Rancho Guadalupe, conveyed to the Southern Pacific Railroad Company by deed recorded April 23, 1895 in Book 39,

Page 268 ends

September 7, 1899 in Book 67, page 545 of Deeds; and lying Southerly of that portion of said Subdivision No. 10, Rancho Guadalupe, conveyed to Southern Pacific Company by deed recorded August 24, 1966 as Instrument No. 27546 in Book 2163, Page 291, Official Records.

Excepting therefrom that portion thereof described in the deed from J. Newton Blanchard, tax collector of the County of Santa Barbara, State of California to Albert Byrnes, a married man and Maxwell B. Sanders, a married man, recorded March 24, 1972 as Instrument No. 10191 in Book 2392, Page 258, Official Records, described as follows:

The strip of land lying between State Highway No. 1, 66 feet in width, and the Southern Pacific Company Railroad right-of-way, 100 feet in width, within said Subdivision No. 10.

Also excepting therefrom all oil, gas, minerals, gasoline, asphaltum and other hydrocarbons of whatever category in and under said land.

Said land is shown with other land on Record of Survey recorded in Book 88, Pages 13 and 14 of Maps, in the Office of the County Recorder of said County.

Said land is set forth as Lot "B" in Certificate of Compliance recorded February 5, 2002 as Instrument No. 2002-0011547, Official Records.

APN 113-080-018
Exhibit B
Engineering Plan
Depiction of Improvements by Cal Trans Included in Funding [attached]

EXHIBIT B

Page 1 of 2 ends

RESOLUTION NO. 2023-88

A RESOLUTION OF THE CITY COUNCIL OF THE CITY GUADALUPE APPROVING A COOPERATIVE

AGREEMENT BETWEEN THE CITY OF GUADALUPE AND THE CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) FOR TRAFFIC IMPROVEMENTS ON HIGHWAY 166 TO BE DONE BY

CALTRANS AS PART OF A CONSOLIDATED PROJECT
WHEREAS, the DJ Farms Specific Plan (the “Pasadera development”) was approved in November 2012, by the City of Guadalupe and in association with approval of the Specific Plan and Master Tract Map, the developer of the Pasadera development (“Developer) and the City entered into a development agreement related to the subdivision and phased development of the Pasadera development which, among other things, required the Developer to complete certain traffic improvements for Highway 166 (“Developer Improvements”), some of which are subject to oversight by the California Department of Transportation (“Caltrans”); and
WHEREAS, numerous Caltrans projects for improvements to Highway 166 are scheduled for construction over the next several years, while concurrently, the Santa Barbara Council of Governments (SBCAG) is working on installing a traffic signal at Highway 1 and 166, and the Developer is required to install certain traffic improvements as provided on the Master Tentative Tract Map; and WHEREAS, Caltrans approached the interested parties (i.e., the City, the Pasadera developer, and SBCAG) with the concept of consolidating all these projects into one project (“consolidated project”); and
WHEREAS, after negotiations, Caltrans requested that the City contribute all of its Measure A circulation funds as its contribution towards the estimated $31 million cost of the consolidated project; and WHEREAS, the City Council approved a contribution of $4.45 million from its Measure A funds for the consolidated project; and
WHEREAS, since that date, Caltrans has adjusted its requested contribution amount for the City to $4.4 million due to an accounting/clerical error; and
WHEREAS, the Pasadera developer is required under the terms of the Development Agreement to pay costs and construct certain improvements for Highway 166 as indicated on the Master Tentative Tract Map, but the consolidated project proposes that Caltrans will perform all of the required work for these (and other) Highway 166 improvements, and therefore, since the Developer would be relieved of its obligation to actually construct the improvements, the City and the Developer negotiated an amount the Developer would contribute in-lieu of the work it would have otherwise been required to perform which is subject to a in-lieu funding contribution agreement approved separately by the City Council; WHEREAS, the amount agreed upon that the Developer would provide for the consolidated project is $5.5 million; and
WHEREAS, Caltrans will enter into a cooperative agreement only with the City (and not the Developer); and
ATTACHMENT 3

Page 2 of 2 ends

WHEREAS, a cooperative agreement between the City and Caltrans for the consolidated project is attached hereto as Exhibit A to this Resolution; and
WHEREAS, the cooperative agreement requires the City to provide a total of $9.9 million in funding for the consolidated project, which funding includes the $4.4 million from the City’s Measure A funds and the $5.5 million from the Pasadera developer.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Guadalupe as follows:

SECTION 1: The foregoing recitals are true and correct.

SECTION 2: Resolution No. 2023-72 is hereby revised to reflect that the amount of the Measure A funds the City will contribute to the consolidate project is $4.4 million, rather than $4.45 million as stated in Resolution No. 2023-72.

SECTION 3: The cooperative agreement attached hereto as Exhibit A is hereby approved.

SECTION 4: The Mayor is hereby authorized to sign the cooperative agreement on behalf of the City.

PASSED, APPROVED AND ADOPTED at a special meeting on the 24th day of October 2023 by the following vote:

MOTION:

AYES:

NOES:

ABSENT:

ABSTAINED:

I, Amelia M. Villegas, City Clerk of the City of Guadalupe DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2023-88, has been duly signed by the Mayor and attested by the City Clerk, all at a special meeting of the City Council, held October 24, 2023, and that same was approved and adopted.

ATTEST:
______________________________ ____________________________________ Amelia M. Villegas, City Clerk Ariston Julian, Mayor
APPROVED AS TO FORM:
______________________________
Philip F. Sinco, City Attorney
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COOPERATIVE AGREEMENT
Local Contribution Only
This AGREEMENT, effective on and effective from __________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and:

City of Guadalupe, a body politic and municipal corporation or chartered city of the State of California, referred to hereinafter as CITY.

RECITALS

1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System (SHS) per the California Streets and Highways Code, Sections 114 and 130.

2. The term AGREEMENT, as used herein, includes this document and any associated attachments, exhibits, and amendments.

3. For the purpose of this AGREEMENT, preserving 10.438 lane miles of flexible Class 2 pavement from PM 6.3 to PM 8.927 and 12.14 lane miles of flexible Class 3 pavement from PM 0.0 to PM 6.3 using CAPM strategies of 0.2’ RHMA overlay including 0.2’ cold planning. Project includes replacing 2 and adding 2 count stations, replacing 23 single post and 9 two-post signs, and rehabilitating/reconstructing 93 curb ramps to meet ADA compliance will be referred to hereinafter as PROJECT.

This description only serves to identify the PROJECT. The project scope of work is defined in the appropriate authorizing documents per the Project Development Procedures Manual.

4. CITY will contribute an amount of $9,900,000 to the PROJECT. Contributed funds will be used for the PROJECT.

5. PARTIES agree that funds will be contributed to the following PROJECT COMPONENTS:
o PS&E
o R/W SUPPORT

EXHIBIT A
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o CONSTRUCTION SUPPORT
o CONSTRUCTION CAPITAL

6. PARTIES hereby set forth the terms, covenants, and conditions for CITY's contribution toward the PROJECT.

ROLES AND RESPONSIBILITIES

7. CALTRANS is the SPONSOR and IMPLEMENTING AGENCY for the PROJECT.

8. CITY is a FUNDING PARTY contributing a fixed amount toward the PROJECT as shown in the FUNDING TABLE.

9. CALTRANS is responsible for completing all work for the PROJECT.

GENERAL CONDITIONS

10. All portions of this AGREEMENT, including the Recitals Section, are enforceable.

11. All obligations of CALTRANS under the terms of this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, and the allocation of funds by the California Transportation Commission.

12. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level. If they cannot resolve the dispute themselves, the CALTRANS District Director and the Executive Officer of CITY will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES’ legal counsel will initiate mediation.

PARTIES agree to participate in mediation in good faith and will share equally in its costs.

Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the work and fulfillment of obligations in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the work continues.

Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first.
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Local Contribution Agreement 2012_08_06 (created 08/31/23) Page 3 of 8 PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located.

PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution.

13. The cost of any engineering support performed by CALTRANS includes all direct and applicable indirect costs. CALTRANS calculates indirect costs based solely on the type of funds used to pay support costs. State and federal funds administered by CALTRANS are subject to the current Program Functional Rate. All other funds are subject to the current Program Functional Rate and the current Administration Rate.

The Program Functional Rate and Administration Rate are adjusted periodically.

14. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless CITY and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT.

15. This AGREEMENT is intended to be PARTIES’ final expression and supersedes any oral understanding or writings pertaining to PROJECT.
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INVOICE AND PAYMENT

16. CITY will contribute the funds listed below:

FUNDING TABLE
Fund
Source
Fund
Type
Project
Component Amount
LOCAL Local PS&E $651,000
LOCAL Local R/W Support $86,000
LOCAL Local R/W Capital $700,000
LOCAL Local Construction Support $253,000
LOCAL Local Construction Capital $8,210,000
Total Funds $9,900,000
Plans, Specifications, and Estimate (PS&E)

17. CALTRANS will invoice CITY for a fixed amount in “six” (6) equal quarterly installments after execution of this AGREEMENT, with the first quarterly payment of $108,500 due forty-five (45) working days prior to the commencement of PS&E expenditures.

Right-of-Way Support (R/W Support)

18. CALTRANS will invoice CITY for a fixed amount in “six” (6) quarterly installments after execution of this AGREEMENT, with the first quarterly payment of $14,335 due forty-five (45) working days prior to the commencement of R/W Capital expenditures and subsequent equal quarterly payments of $14,333 thereafter.

Right-of-Way Capital (R/W Capital)

19. CALTRANS will invoice CITY for a fixed amount in “six” (6) quarterly installments after execution of this AGREEMENT, with the first quarterly payment of $116, 700 due forty-five (45) working days prior to the commencement of R/W Capital expenditures and subsequent equal quarterly payments of $116,660 thereafter. 05-SB-166-0/8.927
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20. CALTRANS will invoice CITY for a fixed amount in “five” (5) equal quarterly installments after execution of this AGREEMENT, with the first quarterly payment of $50,600 due forty-five (45) working days prior to the commencement of Construction Support expenditures
Construction Capital

21. CALTRANS will invoice CITY for a fixed amount in “five” (5) equal quarterly installments after execution of this AGREEMENT, with the first quarterly payment of $1,642,000 due forty-five (45) working days prior to the commencement of Construction Capital expenditures.

22. CITY will pay the invoiced amount within forty-five (45) calendar days of receipt of the invoice unless CITY is paying with Electronic Funds Transfer (EFT). When paying with EFT, CITY will pay the invoiced amount within five (5) calendar days of receipt of the invoice.

23. If CITY has received Electronic Funds Transfer (EFT) certification from CALTRANS then CITY will use the EFT mechanism and follow all EFT procedures to pay all invoices issued from CALTRANS.

24. PARTIES agree to sign a CLOSURE STATEMENT to terminate this AGREEMENT. However, all indemnification articles will remain in effect until terminated or modified in writing by mutual agreement.

DEFINITIONS
CLOSURE STATEMENT – A document signed by PARTIES that verifies the completion of all obligations included in this AGREEMENT and in all amendments to this AGREEMENT.

FUNDING PARTY – A PARTY who commits a defined dollar amount to the PROJECT.

IMPLEMENTING AGENCY – The party responsible for managing the scope, cost, and schedule of a project component to ensure the completion of that component. 05-SB-166-0/8.927
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Local Contribution Agreement 2012_08_06 (created 08/31/23) Page 6 of 8 PARTY – An individual signatory agency in this AGREEMENT.

PARTIES – The term that collectively references all of the signatory agencies to this AGREEMENT.

SPONSOR – The PARTY that accepts the obligation to secure financial resources to fully fund PROJECT. This includes any additional funds beyond those committed in this AGREEMENT necessary to complete the full scope of PROJECT.

PROJECT COMPONENT – A distinct portion of the planning and project development process of a capital project as outlined in California Government Code, Section 14529(b). • PID (Project Initiation Document) – The activities required to deliver the project initiation document for the PROJECT.
• PA&ED (Project Approval and Environmental Document) – The activities required to deliver the project approval and environmental documentation for the PROJECT.
• PS&E (Plans, Specifications, and Estimate) – The activities required to deliver the plans, specifications, and estimate for the PROJECT. • R/W (Right of Way) SUPPORT –The activities required to obtain all property interests for the PROJECT.
• R/W (Right of Way) CAPITAL – The funds for acquisition of property rights for the PROJECT.
• CONSTRUCTION SUPPORT – The activities required for the administration, acceptance, and final documentation of the construction contract for the PROJECT.
• CONSTRUCTION CAPITAL – The construction contract funds for the PROJECT.
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CONTACT INFORMATION
The information provided below indicates the primary contact information for each PARTY to this AGREEMENT. PARTIES will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this AGREEMENT.

The primary AGREEMENT contact person for CALTRANS is:

Meg Henry, Project Manager
50 Higuera St.

San Luis Obispo, CA 93401
Office Phone: 805-441-3792
Email: [email protected]
The primary AGREEMENT contact person for CITY is:

Todd Bodem, City Administrator
918 Obispo Street
Guadalupe, CA 93434
Office Phone: (805)346-3891
Email: [email protected]
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SIGNATURES
PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. By signing below, the PARTIES each expressly agree to execute this AGREEMENT electronically.

The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email and that such copies shall be deemed to be effective as originals.

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Scott Eades
District Director
Verification of funds and authority:

Cheryl Berry
D5 Resource Manager
Certified as to financial terms and policies:

Lai Saephan
HQ Accounting Supervisor

CITY OF GUADALUPE
Julian Ariston
Mayor
Attest:

Amelia Villegas
City Clerk
Approved as to form and procedure:

Phillip Sinco
City Attorney
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Agenda Item No. 5

REPORT TO THE CITY COUNCIL OF THE CITY OF GUADALUPE
Agenda of October 24, 2023 (Special Meeting)
_______________________________ _______________________________ Prepared by: Approved by:

Philip F. Sinco, City Attorney Todd Bodem, City Administrator SUBJECT: Offer to dedicate additional Right-Of-Way (ROW) for public roads, utilities, and drainage purposes along the frontage of the Pasadera Development on Highway 166/Main Street.

RECOMMENDATION:

It is recommended that the City Council adopt Resolution No. 2023-89 approving the City of Guadalupe’s acceptance of the dedication of Right-Of-Way (ROW) for public road, utilities, and drainage purposes along the Pasadera project frontage on Highway 166 to allow the construction of improvements related to the City-Caltrans Cooperative Agreement.

BACKGROUND:

As the Council is aware from the prior item on the agenda for this special meeting, the City’s approval of the DJ Farms Specific Plan and related Development Agreement (the “Pasadera development”) in November 2012, included conditions of approval and mitigations measures requiring the Pasadera Developer to complete certain traffic improvements for Highway 166 identified on the Master Tentative Tract Map (“Developer Improvements”), some of which are subject to oversight by the California Department of Transportation (“Caltrans”). As the Council is also aware, due to the numerous Caltrans projects scheduled for construction over the next several years, including the Developer Improvements, and the installation of a traffic light at the intersection of Highway 1 and Highway 166 by Santa Barbara Council of Associated Governments (SBCAG), Caltrans approached the interested parties (i.e., the City, the Pasadera developer, and SBCAG) with the concept of consolidating all these projects into one project (“consolidated project”).

The Pasadera developer was required under the terms of the Development Agreement to pay costs and construct certain improvements for Highway 166, as indicated on the Master Tentative Tract Map, but the consolidated project proposes that Caltrans will perform all of the required work for the Highway 166 improvements. Aside from the negotiated “in-lieu” cost for the improvements, Caltrans requires additional ROW to install these improvements as shown on Attachment 1 (a document entitled Exhibit “B” – Caltrans Improvements on Highway 166/Main Street”). The additional ROW consists of a 23’ maximum strip between the west property line and Obispo Street, a 7’ maximum strip between Obispo Street and Flower Street, and a 9’ maximum strip between Flower Street and the east property line per the Legal Description attached.

Philip F. Sinco

Page 2 of 2 ends

DISCUSSION:

Caltrans requires that the City of Guadalupe accept the offer to dedicate (OTD) the additional ROW along the Highway 166 frontage of the Pasadera Development required for the improvements as proposed within the Cooperative Agreement between the City of Guadalupe and Caltrans. Specifically, as depicted on the attached Assessor’s Map (Attachment 2) the additional ROW required is from Lots 1, 2, 4 and 10.

Irrevocable OTDs with the required legal descriptions and maps for these lots, along with the City’s certificate of acceptance are attached as Exhibits A-D to Resolution No. 2023-89 (Attachment 3).

FISCAL IMPACT
Any expense for preparing and recording the documents for the dedication noted herein are to be borne by the Developer, including costs for staff time. Therefore, there are no fiscal impacts to the general fund.

ATTACHMENTS:

1. Exhibit “B” - Caltrans Improvements on Highway 166/Main Street

2. Assessor’s Map

3. Resolution No. 2023-89
ATTACHMENT 1
ATTACHMENT 2

Page 1 of 2 ends

RESOLUTION NO. 2023-89

A RESOLUTION OF THE CITY COUNCIL OF THE CITY GUADALUPE ACCEPTING THE IRREVOCABLE OFFER

TO DEDICATE ADDITIONAL RIGHT-OF-WAY (ROW) FOR PUBLIC ROADS, UTILITIES, AND DRAINAGE

PURPOSES ALONG THE FRONTAGE OF THE PASADERA DEVELOPMENT WHEREAS, the DJ Farms Specific Plan and related Development Agreement (the “Pasadera development”) approved by the City in November 2012, included conditions of approval and mitigations measures requiring the Pasadera Developer to complete certain traffic improvements for Highway 166 identified on the Master Tentative Tract Map (“Developer Improvements”), some of which are subject to oversight by the California Department of Transportation (“Caltrans”); and WHEREAS, numerous Caltrans projects for improvements to Highway 166 are scheduled for construction over the next several years, while concurrently, the Santa Barbara Council of Governments (SBCAG) is working on installing a traffic signal at Highway 1 and 166, and the Developer is required to install certain traffic improvements as provided on the Master Tentative Tract Map; and WHEREAS, Caltrans approached the interested parties (i.e., the City, the Pasadera developer, and SBCAG) with the concept of consolidating all these projects into one project (“consolidated project”); and
WHEREAS, the Pasadera developer is required under the terms of the Development Agreement to pay costs and construct certain improvements for Highway 166 as indicated on the Master Tentative Tract Map, but the consolidated project proposes that Caltrans will perform all of the required work for these (and other) Highway 166 improvements, and therefore, since the Developer would be relieved of its obligation to actually construct the improvements, the City and the Developer negotiated an amount the Developer would contribute in-lieu of the work it would have otherwise been required to perform; and
WHEREAS, the amount agreed upon that the Developer would provide for the consolidated project is $5.5 million; and
WHEREAS, the proposed improvements required additional ROW along the Pasadera Development project site, including a 23’ maximum strip between the west property line and Obispo Street, a 7’ maximum strip between Obispo Street and Flower Street, and a 9’ maximum strip between Flower Street and the east property line; and
WHEREAS, Caltrans requested that the City accept the irrevocable offer to dedicate (OTD) for the additional public ROW; and
WHEREAS, the additional ROW is required to be given from Lots 1, 2, 3, and 10 of the Pasadera Development; and
WHEREAS, attached hereto as Exhibit A is the OTD for Lot 1; and WHEREAS, attached hereto as Exhibit B is the OTD for Lot 2; and ATTACHMENT 3

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WHEREAS, attached hereto as Exhibit C is the OTD for Lot 3; and WHEREAS, attached hereto as Exhibit D is the OTD for Lot 10; and WHEREAS, Resolution No. 2018-21 dated May 8, 2018, authorized the City Clerk to sign a Certificate of Acceptance for public ROW on behalf of the City of Guadalupe.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Guadalupe as follows:

SECTION 1: The foregoing recitals are true and correct.

SECTION 2: The City agrees to accept the irrevocable offers to dedicate portions from Lots, 1, 2, 3, and 10, and approves the documents attached hereto as Exhibits A-D.

SECTION 3: The City Clerk, in accordance with Resolution No. 2018-21 is hereby authorized to sign the certificates of acceptance for the irrevocable offers to dedicate portions of Lots 1, 2, 3, and 10 and to be recorded on behalf of the City.

PASSED, APPROVED AND ADOPTED at a special meeting on the 24th day of October 2023 by the following vote:

MOTION:

AYES:

NOES:

ABSENT:

ABSTAINED:

I, Amelia M. Villegas, City Clerk of the City of Guadalupe DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2023-89, has been duly signed by the Mayor and attested by the City Clerk, all at a special meeting of the City Council, held October 24, 2023, and that same was approved and adopted.

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL DOCUMENT TO:

Todd Bodem
City Administrator
918 Obispo Street
Guadalupe, CA 93434
Space Above This Line for Recorder’s Use Only

IRREVOCABLE OFFER TO DEDICATE RIGHT OF WAY
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Guad Commercial, LLC, a California limited liability company, hereby grant(s) to the CITY OF GUADALUPE, a municipal corporation in the County of Santa Barbara, State of California, an easement for public roadway purposes over and across the hereinafter described real property situated in City of Guadalupe and more particularly described as follows:

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
This Offer to Dedicate is made pursuant to Section 7050 of the Government Code of the State of California and may be accepted at any time by the City Engineer for the City of Guadalupe. This Offer of Dedication may be terminated, and right to accept such offer abandoned in the same manner as is prescribed for the vacation of streets or highways by Part 3 of Division 9, or Chapter 2 of Division 2 of the Streets and Highways Code of the State of California, whichever is applicable.

The above-described easement is to be kept open, dear and free from buildings and structures of any kind. This Offer of Dedication shall be irrevocable and shall be binding on the Grantor's heirs, executors, administrators, successors and assigns.

SIGNATURES:

Signed this _____ day of ________________, 2023
Guad Commercial, LLC
a California limited liability company
By: ______________________
Name:

Its:

EXHIBIT A
State of California )
County of ____________ )
On _____________, ______, before me, [NOTARY], Notary Public, personally appeared [NAME(S)], 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.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

CITY OF GUADALUPE · 918 OBISPO STREET · GUADALUPE, CALIFORNIA 93434 · 805-356-3891

CERTIFICATE OF ACCEPTANCE
Government Code Section 28281
THIS IS TO CERTIFY that the interest in the real property situated in the CITY OF GUADALUPE, a political subdivision of the State of California described in Exhibit A (attached) is hereby accepted by the undersigned City Clerk on behalf of the City of Guadalupe, as authorized by the Guadalupe City Council pursuant to Resolution No. 2018-21 dated May 8, 2018, and consents to recordation thereof by its duly authorized officer, and pursuant to the authority conferred by the Guadalupe City Council on October 24, 2023, in the execution of the In-Lieu Funding Agreement between City of Guadalupe and the following entities, each of which is an owner or developer of the Property or part thereof: RCT 2003, LLC, Guadalupe Beach, LLC, Guad Commercial, LLC, GB Land 4, LLC, GB Land 9, LLC, GB Land South, LLC, and Paseo South 1, Inc., together with each and every assignee that will develop the Property pursuant to the DJ Farms Specific Plan (“Specific Plan”), and the grantee consents to the recordation thereof.

DATED THIS 24TH DAY OF OCTOBER 2023.
_________________________________
Amelia Villegas
City Clerk
City of Guadalupe, California

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL DOCUMENT TO:

Todd Bodem
City Administrator
918 Obispo Street
Guadalupe, CA 93434
Space Above This Line for Recorder’s Use Only

SIGNATURES:

Signed this _____ day of ________________, 2023
Guad Commercial, LLC
a California limited liability company
By: ______________________
Name:

Its:

EXHIBIT B
State of California )
County of ____________ )
On _____________, ______, before me, [NOTARY], Notary Public, personally appeared [NAME(S)], 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.

CITY OF GUADALUPE · 918 OBISPO STREET · GUADALUPE, CALIFORNIA 93434 · 805-356-3891

DATED THIS 24TH DAY OF OCTOBER 2023.
_________________________________
Amelia Villegas
City Clerk
City of Guadalupe, California

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL DOCUMENT TO:

Todd Bodem
City Administrator
918 Obispo Street
Guadalupe, CA 93434
Space Above This Line for Recorder’s Use Only

SIGNATURES:

Signed this _____ day of ________________, 2023
Guad Commercial, LLC
a California limited liability company
By: ______________________
Name:

Its:

EXHIBIT C
State of California )
County of ____________ )
On _____________, ______, before me, [NOTARY], Notary Public, personally appeared [NAME(S)], 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.

CITY OF GUADALUPE · 918 OBISPO STREET · GUADALUPE, CALIFORNIA 93434 · 805-356-3891

DATED THIS 24TH DAY OF OCTOBER 2023.
_________________________________
Amelia Villegas
City Clerk
City of Guadalupe, California

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL DOCUMENT TO:

Todd Bodem
City Administrator
918 Obispo Street
Guadalupe, CA 93434
Space Above This Line for Recorder’s Use Only

SIGNATURES:

Signed this _____ day of ________________, 2023
Guad Commercial, LLC
a California limited liability company
By: ______________________
Name:

Its:

ATTACHMENT D
State of California )
County of ____________ )
On _____________, ______, before me, [NOTARY], Notary Public, personally appeared [NAME(S)], 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.

CITY OF GUADALUPE · 918 OBISPO STREET · GUADALUPE, CALIFORNIA 93434 · 805-356-3891

DATED THIS 24TH DAY OF OCTOBER 2023.
_________________________________
Amelia Villegas
City Clerk
City of Guadalupe, California

Guadalupe City CouncilOctober 24, 2023

Guadalupe City Council
October 24, 2023