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HomeMy WebLinkAbout4 Gray's Crossing Old Greenwood Agenda Item # DONNE Public Utility District Memorandum To: Board of Directors From: Peter Holzmeister Date: August 1, 2003 Subject: Consideration of the various documents relating to the formation of the Community Facilities District No. 03-1 (Old Greenwood) and Community Facilities District No. 03-2 (Gray's Crossing) 1. WHY THIS MATTER IS BEFORE THE BOARD We have been methodically moving toward formation of Community Facilities Districts for the Old Greenwood and Gray's Crossing developments. We are now at the point in the process where we need the Board to formally consider a series of actions implementing the CFDs 2. HISTORY East West Partners, the developers of Old Greenwood and Gray's Crossing, asked us to consider forming CFDs as a financing tool for their developments. After considerable discussion the Board agreed to proceed with formation of CFDs if there was a financial gain for TDPUD as a whole. I then negotiated a financial package under the terms of which East West partners would include in the CFDs additional funds for construction of projects that are critical to the development of the PUD's water system. At that point the Board authorized us to proceed with the steps needed to form the CFDs 3. NEW INFORMATION We now have a series of documents prepared by John Murphy and Larry Rolapp that are part of the process of formation of the CFDs. Those documents are attached for your review. The documents are numerous, partly because we are forming two CFDs, one for Old Greenwood and one for Gray's Crossing. Each CFD has its own set of documents, although there are essentially identical. The other reason there are so many documents is the formation process is specific and simply requires a series of steps. The documents have been prepared by experts in the field. They have been used in the formation of other CFDs throughout the state, and have stood the test of time. . ..... ..................................... 4. RECOMMENDATION I recommend that the Board adopt the following documents: a) Petition Requesting Initiation of Proceedings For The Establishment of a Community Facilities District and Waiving Certain Rights In Connection Therewith (Old Greenwood) b) Petition Requesting Initiation of Proceedings For The Establishment of a Community Facilities District and Waiving Certain Rights In Connection Therewith (Gray's Crossing) c) Resolution Adopting Local Goals and Policies for Community Facilities Districts d) Resolution Approving Funding And Reimbursement Agreements And Appointing Bond Counsel for Community Facilities Districts e) Community Facilities District Funding And Reimbursement Agreement (Old Greenwood) f) Community Facilities District Funding And Reimbursement Agreement (Gray's Crossing) g) Resolution of Intention to Establish Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) and to Authorize the Levy of a Special Tax Within Said Community Facilities District h) Resolution of Intention to Establish Truckee Donner Public Utility District Community Facilities District No. 03-2 (Gray's Crossing) and to Authorize the Levy of a Special Tax Within Said Community Facilities District µ; i) Resolution of Intention to Incur Bonded Indebtedness (Old Greenwood) j) Resolution of Intention to Incur Bonded Indebtedness (Gray's Crossing) STRADLING YOCCA CARLSON & RAUTH A PROFESSIONAL CORPORATION SAN FRANCISCO OFFICE ATTORNEYS AT LAW 44 MONTGOMERY STREET.SUITE 4200 SAN FRANCISCO,CALIFORNIA D4104 JOHN J.MURPHY 660 NEWPORT CENTER DRIVE,SUITE 1600 TELEPHONE 1415)203 2240 FACSIMILE (415)203-2255 DIRECT (949)725-4160 NEW PORT BEACH,CA 92660-6422 JMURPHv@SY®svCR.COM SAN ARBARA OFFICE TELEPHONE(949)725-4000 30 OLIVE SANTA BARBARA,CALIFORNIA 93101 FACSIMILE(949)725-4100 TELEPHONE (005)564-0065 FACSIMILE (005)564-1044 July 31, 2003 Persons Listed on the Attached Distribution List Re: Truckee Donner Public Utilities District Community Facilities District No. 03-1 (Old Greenwood)and Community Facilities District No. 03-2 (Gray's Crossing) Ladies and Gentlemen: Transmitted herewith are the following documents relating to the formation of the above- referenced community facilities districts. a) Petition Requesting Initiation of Proceedings For The Establishment of a Community Facilities District and Waiving Certain Rights In Connection Therewith (Old Greenwood),. b) Petition Requesting Initiation of Proceedings For The Establishment of a Community Facilities District and Waiving Certain Rights In Connection Therewith (Gray's Crossing)" c) Resolution Adopting Local Goals and Policies for Community Facilities Districts d) Resolution Approving Funding And Reimbursement Agreements And Appointing Bond Counsel For Community Facilities Districts e) Community Facilities District Funding And Reimbursement Agreement (Old Greenwood) f) Community Facilities District Funding And Reimbursement Agreement (Gray's Crossing) g) Resolution of Intention to Establish Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) and to Authorize the Levy of a Special Tax Within Said Community Facilities District IT Please note that a copy of the applicable boundary maps should be inserted as Appendix A to each of the Petitions Requesting Initiation of Proceedings to Establish the CFDs. <o Please note that the attached PDF of the Rate and Method of Apportionment should be attached as Appendix C. D0CS0CA984844v1\22925.0009 Persons Listed on the Attached Distribution List July 31, 2003 Page Two h) Resolution of Intention to Establish Truckee Donner Public Utility District Community Facilities District No. 03-2 (Gray's Crossing) and to Authorize the Levy of a Special Tax Within Said Community Facilities District(2) i) Resolution of Intention to Incur Bonded Indebtedness (Old Greenwood) j) Resolution of Intention to Incur Bonded Indebtedness (Gray's Crossing) East West should sign and date both petitions and deliver them to the PUD with two checks, each payable to the PUD in the amount of$20,000. East West should also execute and deliver to the PUD two copies of each of the Funding and Reimbursement Agreements. The PUD Board should adopt the six resolutions in the sequence indicated above. Following Board approval (a) Peter should execute the agreements and deliver an executed copy of each to East West, (b) a certified copy of each of the two Resolutions of Intention to Establish the CFDs should be delivered to the Town of Truckee, and (c) Peter should sign the originals of the two maps and have them recorded at the office of the Nevada County Recorder. We will prepare notices of the public hearings and send them under separate cover. Also, we will send redlined versions of the Old Greenwood documents comparing them to the last drafts that were circulated and redlined versions of the Gray's Crossing documents comparing them to the Old Greenwood documents. Very truly yours, STRADLING YOCCA CARLSON &RAUTH John J. Murphy JJM.ja <21 Please note that the attached PDF of the Rate and Method of Apportionment should be attached as Appendix B. DOCSOCA984844v 1A22925.0009 _.._.... ........ _..,._... ....._ ... . .. ............ TRUCKEE-DONNER PUBLIC UTILITIES DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) AND COMMUNITY FACILITIES DISTRICT NO. 03-2 (GRAY'S CROSSING) ISSUER Truckee-Donner Public Utilities District Phone: 530-587-3896 P.O. Box 309 Fax: 530-587-5056 Truckee, CA 96160 Peter Holzmeister, General Manager Phone: 530-582-3916 peterholzmeister@tdpud.org Ed Taylor, Water Utility Director Phone: 530-582.3927 edtaylor@tdpud.org Stephen Hollabaugh,Power Supply Engineer Phone: 530-582-3934 stephenhollahaugh@tdpud.org Mary Chapman, Administrative Services Manager marychapman@tdpud.org FINANCIAL ADVISOR Fieldman, Rolapp &Associates Phone: 949-660-8500 2100 Main Street, Suite 210 Fax: 949-474-8773 Irvine, CA 92614 Larry Rolapp, Chairman/CEO lrolapp a aeldman.com Darryl Street, Associate dstreetWiieldman.com BOND COUNSEL Stradling Yoeca Carlson&Rauth Phone: 949-725-4000 660 Newport Center Drive, Suite 1600 Fax: 949-725-4100 Newport Beach, CA 92660 John Murphy, Esq. Phone: 949-725-4160 jmurphy@syer.com SPECIAL TAX CONSULTANT MuniFinancial Phone: 909-587-3570 27368 Via Industria, Ste 110 Fax: 909-587-3510 Temecula, CA 95290 Lyn Gruber lyng@muni.com DOC,SOCV976849v 1A22925.0007 GENERAL COUNSEL Dennis W. DeCuir Phone: 916-788-1022 2999 Douglas Boulevard Fax: 916-788-1023 Roseville, Ca. 95661 dennis@ddecuir.com UNDERWRITER To Be Determined APPRAISER To Be Determined DEVELOPER East West Partners Phone: 530-587-2222 or 3460 10164 Donner Pass Rd, Ste 3/POBox 2537 Fax: 530-587-2228 or 3463 Truckee, CA 96161/96160 Roger Lessman rlessman@eastwestpartners.com Blake Riva briva@eastwestpartners.com Rick McConn Phone: 530-550-2712 rmcconn@eastwestpartners.com Mark Wasley mwasley@eastwestpartners.com Bill Fiveash bfiveash@eastwestpartners.com Andrew Kostiek akostick@eastwestpartners.com Jay Lambiotte jlambiotte@tahoemountianclub.com Page 2 DOCS00976849v1122925M007 DEVELOPER CONSULTANT Goodwin Consulting Group, Inc. Phone: 916-561-0890 701 University Avenue, Suite 225 Fax: 916-561-0891 Sacramento, CA 95825 Susan Goodwin, Managing Principal susan@goodwinconsultinggroup.net DEVELOPER COUNSEL Hefner, Stark, & Marois Tim Taron Phone: (916) 925-6620 ttaron@hsmlaw.com peterholzmeister@tdpud.org;edtaylor@tdpud.org;stephenhollabaugh@tdpud.org;marychapman@tdp ud.org;lrolapp@fieldman.eom;dstreet@fieldman.com;jmurphy@syer.com;lyng@muni.eom;gross c�7t p ortersimon.com;rlessman@eastwestpartners.com;briva@eastwestpartners.com;rmeconn@eastwestpa rtners.com;mwasley a)eastwestpartners.com;bfiveash@eastwestpartners.com;akostick@eastwestpart ners.com;jlambiotte@tahoemountainclub.com;Susan@goodwinconsultinggroup.net;ttaron@hsmlaw. com;dennis@ddecuir.com Truckee Donner Public Utilities District Community Facilities District No. 03-1 (Old Greenwood) and Community Facilities District No. 03-2 (Gray's Crossing) Page 3 DOCSOCA976849v 1�22925.0007 PETITION TO THE BOARD OF DIRECTORS OF ,THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT REQUESTING INITIATION OF PROCEEDINGS FOR THE ESTABLISHMENT OF A COMMUNITY FACILITIES DISTRICT AND WAIVING CERTAIN RIGHTS IN CONNECTION THEREWITH This petition is submitted pursuant to the provisions of Section 53318(c) of the Government Code of the State of California by Truckee Land, LLC (the"Petitioner'), as the owner of at least ten percent of the land described in Exhibit A hereto (the"Property"). By submitting this petition, the Petitioner represents and warrants to the Truckee Donner Public Utility District (the"Public Utility District")that the Petitioner is the owner of at least that percentage of the Property. I. Request. The Petitioner hereby requests that the Board of Directors of the Public Utility District(the"Board") institute proceedings pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the"Act") to establish a community facilities district to be designated "Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood)" (the"Community Facilities District"), to levy special taxes on property in the Community Facilities District and to authorize special tax bonds for the Community Facilities District in an amount of not to exceed$15,000,000. 2. Boundaries. The boundaries of the territory which is proposed for inclusion in the Community Facilities District are co-terminous with the boundaries of the Property and are described in Exhibit A attached hereto and made a part hereof. 3. Types of Facilities. The types of facilities to be financed by the Community Facilities District(the"Facilities") are described in Exhibit B attached hereto and made a part hereof. 4. Elections. The Petitioner hereby requests that the special elections to be held under the Act to authorize the special taxes for the Community Facilities District, to authorize the issuance of the bonds for the Community Facilities District and to establish an appropriations limit for the Community Facilities District be consolidated into a single election and that the election be conducted by the Public Utility District and its officials using mailed or hand-delivered ballots and that such ballots be opened and canvassed and the results certified at the same meeting of the Board as the public hearings on the Community Facilities District under the Act, or as soon thereafter as possible. In order to expedite the completion of the proceedings for the Community Facilities District, the Petitioner hereby waives all notices of hearings and all notices of election, all applicable waiting periods under the Act for the election, all ballot analysis and arguments for the election and all requirements as to the form of the ballot. 5. Deposit, Submitted herewith is a check in the amount of$20,000 which shall constitute the deposit required by the Public Utility District as security for payment of fees and costs paid or incurred by the Public Utility District in conducting proceedings to create the Community Facilities District. 6. Mailing Address. The address of the Petitioner for receiving notices is: Truckee Land,LLC, c/o East West Partners, P.O. Box 2357, Truckee, California 96160, Attention: Rick McConn. DOCSOCA918818OQ2925.0009 This petition is dated 2003. TRUCKEE LAND. LLC By: EAST WEST RESORT DEVELOPMENT V, L.P., L.L.P., its Manager By: HE HOLDING CORP., its General Partner By: Blake L. Riva, Vice President oocsoC9788 18%3J 22925.0009 EXHIBIT A BOUNDARIES OF COMMUNITY FACILITIES DISTRICT The boundaries of the territory which is proposed for inclusion in the Community Facilities District are depicted in the attached map. Such territory is identified as the Nevada County Assessor Parcel Numbers specified on the map. DOCSOCA978818v3,22925 M09 a BOUNDARY MAP OF PROPOSED COMMUNITY FACILITIES T „ „ TFa To REwo DISTRICT NO.03-2(OLD GREENWOOD) TRUCKEE DONNER PUBLIC UTIl3TY DISTRICT COUNTY OF NEVADA w STATE OF CALIFORNIA t R r F .,. 59 TE �'p Fl}91M'[IE GFFIGE eF1NERMRa R119_WYOF ao � INERE6YGERRP'fTlaT1NE 491TXIN\aP aNGLVINaPRa=Ge® t0 V �3• r a)NxU�ulry RiAitttEa NI �tttot�n tt�v�Awo�o} IIAKiV£aGHFR RA11IG NRII Y GRIRR:i,wiMiY GF NEVAtL\SMTEGFCt1EY1Rxl�NOSNPROLA�BYiK.BOAIa) GF GI�GTGRa a'TNETIW[oSfi OtXInERPtIat.ICURIIY I%aTmGTATA REEVIAR/.E'A':TINa 1lERE{fiiflDai TNE_ GAYGF�t0oa.6Y t18 RE9aAlIgN NQ TRl11XlEE '.. VICINITY MAP gyp, trauaa£ocrrsawsuc ururYaarww LIW TABLE: CURVE TABLE. we tENMa IHla1N 0.RYE •tF.. NI➢Im amt. iIIDTMO WY GF_�NA{r,IR Tr£M]NR L W R]a1& t b�1Y Ell JPt tYQGCK_N.a atklK GFiMPRK u dd 5 d' —! tl 61 tIPaO iPIM' AgIft RNIRt A886aPNEYl AlDwNYUNRYPAaIfiEaaHiRiCiSANa AB u RmantT uan p mLYI j., anurr t MtRVNEM ND. IN TeGFFlCEGF THECGUNTY a 80.*MYM 1650.R RRiJRpERIN ifealaifYGF nENPW48R4TE GFCALIFWttl a MR LT m _ LA rm'mm^A .am waxrr REDO q M enzt wuxrvoFYeAr Lid INR'YITc room ErAMDFMItY1F ^ 1 6 n+El1NEB AxoafExRibxB aPFAC111DToaPARC61.exwmax N"� 2 1 xeanrnE .wvmf naeGtAErwiaxAu aEnwaE uxeaANoaYEwnxaAs twtaE 72 7 axax+bNn�r�tAu.cbuNrvAaeeamRatwaFaernosE 71 72 moo iaraF teasx PARLHH LaREa trE revAw wuxry AatEasaRa wws awuL rarERn FaR Au GETAas wNcowxE ne urea Arm onExNtae GF aA:>i tAT80RMlREta. ji■■ LEGEND: NNRWa1A �, APntAf90.0 �L AM m�pY � NN»au3>' T PROFOaEb BOUNDAW +' tr a am wo F Y4 Wat . eta PLAAMW& 2 ® ENG MEERMNG,INC. Lt xYnux,E —'an— mry tome u w=pdamd ou�ro amum m mu QMQMR tl� td�ammm SHEET IOFI EXHIBIT B FACILITIES It is intended that the District will finance all or a portion of the costs of the following: I. Acquisition or construction of the following public improvements: a. water supply and distribution and fire suppression facilities including: i. offsite water facilities connecting Glenshire Well to water storage facility located within District; ii. water storage facility within District including all connections and control devices; in. all water distribution facilities constructed and completed in 2001 connecting water storage facility to road entrance and five cabins near road entrance; iv. 20"water mainline connecting water storage facility to Fiberboard Under- crossing; V. water distribution system serving all residential and commercial properties within District; vi. water source(well) development including surveys, design, drilling, pump installation, building construction and connection to water system; vii. all other water facilities required to service properties within boundaries of the District; b. electrical supply and distribution facilities including: i. offsite electrical facilities connecting Glenshire Drive to Interstate 80 as constricted and completed in 2001; ii. all electrical infrastructure required to service residential and commercial parcels within the boundaries of the District including but not limited to design, conduit,trenching, transformers and installation of cabling; C. public roadways including but not limited to medians, curbs, gutters, sidewalks, traffic signals, street signage, street lighting,pavement striping and any associated landscaping and erosion control for the following segments: i. Old Truckee Airport Road from the intersection of the Interstate 80 exit to the eastern property boundary as constructed in 2001; ii. Fairway Drive from the intersection of Old Truckee Airport Road to 100 meters south of Lot D4; iii. Fairway Drive from 100 meters south of Lot D4 to third intersection with Lookout Loop; iv. all other connecting roadways including Lookout Loop, Lookout Circle, Caleb Drive, Caleb Circle, Settler's Lane, Miner's Trail, Carson Range Court, Legacy Court, Sutter's Trail, Gold Rush Trail, Trapper's Trail, and Frontier Trail; DOCSOC\978818v3\22925.0009 d. public access parks and trails; e. sanitary sewer facilities including: i. offsite sewer facilities from Glenshire Drive to sewer lift station as constructed in 2001; ii. sewer lift station including but not limited to wet wells, mechanical,electrical, pumping and building systems as constructed in 2001; iii. onsite sanitary facilities connecting residential and commercial parcels to lift station; iv. all other sanitary facilities required to service residential and commercial parcels within the boundaries of the District; f storm drains and flood control facilities including but not limited to: i. all v—ditches, culverts, and infiltration ponds associated with Fairway Drive from the intersection of Old Truckee Airport Road to 100 meters south of Lot D4; ii. all v- ditches, culverts, and infiltration ponds associated with the remaining segments of Fairway Drive, and all other connecting roadways including Lookout Loop, Lookout Circle, Caleb Drive, Caleb Circle, Settler's Lane, Miner's Trail, Carson Range Court, Legacy Court, Sutter's Trail, Gold Rush Trail, Trappers Trail, and Frontier Trail; g. natural gas,telephone, and telecommunications facilities, including such facilities to be owned by shareholder owned utility companies regulated by the California Public Utilities Commission, and further including trenching and appurtenant work and improvements; h. any other public improvements identified in accordance with the Development Agreement between the Truckee Donner Public Utility District and Old Greenwood, LLC pertaining to the Old Greenwood development project; 2. Any soft cost associated with the design and construction of the above described improvements including but not limited to engineering, environmental review,inspection, surveying and staking, and environmental mitigation. DOCSOC978818v3,22925.0009 PETITION TO THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT REQUESTING INITIATION OF PROCEEDINGS FOR THE ESTABLISHMENT OF A COMMUNITY FACILITIES DISTRICT AND WAIVING CERTAIN RIGHTS IN CONNECTION THEREWITH This petition is submitted pursuant to the provisions of Section 53318(c) of the Government Code of the State of California by Truckee Land, LLC(the "Petitioner'), as the owner of at least ten percent ofthe land described in Exhibit A hereto (the"Property"). By submitting this petition, the Petitioner represents and warrants to the Truckee Donner Public Utility District(the"Public Utility District")that the Petitioner is the owner of at least that percentage of the Property. 1. Request. The Petitioner hereby requests that the Board of Directors of the Public Utility District(the"Board") institute proceedings pursuant to the Mello-Roos Community Facilities Act of 1982, as amended(the"Act") to establish a community facilities district to be designated "Truckee Donner Public Utility District Community Facilities District No. 03-2 (Gray's Crossing)" (the"Community Facilities District"), to levy special taxes on property in the Community Facilities District and to authorize special tax bonds for the Community Facilities District in an amount of not to exceed$30,000,000. 2. Boundaries. The boundaries of the territory which is proposed for inclusion in the Community Facilities District are co-terminous with the boundaries of the Property and are described in Exhibit A attached hereto and made a part hereof. 3. Types of Facilities. The types of facilities to be financed by the Community Facilities District(the"Facilities")are described in Exhibit B attached hereto and made a part hereof. 4. Elections. The Petitioner hereby requests that the special elections to be held under the Act to authorize the special taxes for the Community Facilities District,to authorize the issuance of the bonds for the Community Facilities District and to establish an appropriations limit for the Community Facilities District be consolidated into a single election and that the election be conducted by the Public Utility District and its officials using mailed or hand-delivered ballots and that such ballots be opened and canvassed and the results certified at the same meeting of the Board as the public hearings on the Community Facilities District under the Act, or as soon thereafter as possible. In order to expedite the completion of the proceedings for the Community Facilities District, the Petitioner hereby waives all notices of hearings and all notices of election, all applicable waiting periods under the Act for the election, all ballot analysis and arguments for the election and all requirements as to the form of the ballot. 5. Deposit. Submitted herewith is a check in the amount of$20,000 which shall constitute the deposit required by the Public Utility District as security for payment of fees and costs paid or incurred by the Public Utility District in conducting proceedings to create the Community Facilities District. 6. Mailing Address. The address of the Petitioner for receiving notices is: Truckee Land, LLC, c/o East West Partners, P.O. Box 2357, Truckee, California 96160, Attention: Rick McConn. DOCS00984615v H229259009 This petition is dated 2003. TRUCKEE LAND. LLC By: EAST WEST RESORT DEVELOPMENT V, L.P., L.L.P., its Manager By: HE HOLDING CORP., its General Partner By: Blake L. Riva,Vice President DOCSOC984615v 1 Q2925.0009 EXHIBIT A BOUNDARIES OF COMMUNITY FACILITIES DISTRICT The boundaries of the territory which is proposed for inclusion in the Community Facilities District are depicted in the attached map. Such territory is identified as the Nevada County Assessor Parcel Numbers specified on the map. DOCSOCA984615v 1A22925A009 a � � T M a g LU go of 10151 4 39 d y aaaM FQB��YN wpm rwr,r S �s ern 4 �I I ' oo+aro'c s mile ell- I "s� F k q qq 5ggaq x .ggq p11 '1 4 qq x 11 R:a Qas a�� IRA �xaR� a1:_a9 x " EXHIBIT B FACILITIES It is intended that the District will finance all or a portion of the costs of the following: l. Acquisition or construction of the following public improvements: a. water distribution and supply and fire suppression facilities including: i. 24"water pipeline connecting Sanders Well to the Fiberboard under-crossing; it. water source (well) development including surveys, design, drilling, pump installation, building construction and connection to water system; in. water distribution system serving all residential and commercial properties within District; iv. all other water facilities required to service properties within District; b. electrical supply and distribution facilities including: i. electrical infrastructure installed for service to residential and commercial parcels within the boundaries of the District including design, conduit, trenching,transformers and installation of cabling; it. electrical facilities fees; iii. all other electrical facilities required to service properties within District; C. public roadways, roundabouts and other road improvements including but not limited to medians, curbs, gutters, sidewalks, traffic signals, street signage, street lighting,pavement striping and any associated landscaping and erosion control; d. public plazas, including non-conforming signage; e. public access parks and trails; f. sanitary sewer facilities; i. sewer lift station including but not limited to wet wells, mechanical, electrical, pumping and building systems; ii. onsite sanitary facilities connecting residential and commercial parcels to lift station; iii. all other sanitary facilities required to service residential and commercial parcels within the boundaries of the District; g. storm drains and flood control facilities including but not limited to v—ditches, culverts, and infiltration ponds; h. wetlands and mitigation associated with construction of any public facility; DOCSOC984611,1122925.0009 i. natural gas,telephone, electric, and telecommunications facilities, including such facilities to be owned by shareholder owned utility companies regulated by the California Public Utilities Commission, and further including trenching and appurtenant work and improvements; j. relocation of any existing public improvements or utility improvements; k. any other public improvements identified in accordance with the Development Agreement between the Truckee Donner Public Utility District and Gray's Crossing, LLC pertaining to the Gray's Crossing development project; 2. Any soft cost associated with the design and construction of the above described improvements including but not limited to engineering, environmental review, inspection, surveying and staking, and environmental mitigation. DOCSOC,984615v1122925.0009 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT ADOPTING LOCAL GOALS AND POLICIES FOR COMMUNITY FACILITIES DISTRICTS WHEREAS, Section 53312.7(a) of the California Government Code provides that a local agency may initiate proceedings to establish a community facilities district pursuant to the Mello- Roos Community Facilities Act of 1982 (the "Act") only if it has first considered and adopted local goals and policies concerning the use of the Act; and WHEREAS, this Board of Directors has determined that there may be a need for the Truckee Donner Public Utility District (the "Public Utility District") to initiate proceedings to establish a community facilities district under the Act; and WHEREAS, this Board of Directors has considered local goals and policies concerning the use of the Act; and WHEREAS, attached hereto as Appendix A is a compilation of such goals and policies entitled "Truckee Donner Public Utility District Statement of Local Goals and Policies Concerning the Use of the Mello-Roos Community Facilities Act of 1982" (the "Goals and Policies"); and WHEREAS, this Board of Directors desires to adopt the Goals and Policies as the Public Utility District's local goals and policies concerning the use of the Act; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Goals and Policies are adopted as the Public Utility District's local goals and policies concerning the use of the Act. Section 2. The officers and agents of the Public Utility District, and each of them, are hereby authorized and directed to take any actions and do any things which they, or any of them, may deem necessary or desirable in order to accomplish the purposes of this Resolution, provided the same are not inconsistent with the provisions hereof. Section 3. This Resolution shall take effect immediately upon its adoption. DOCS001978614 2A22925.0007 APPROVED and ADOPTED by the Board of Directors of the Truckee Donner Public Utility District on August 6, 2003. TRUCKEE DONNER PUBLIC UTILITY DISTRICT President of the Board of Directors ATTEST: District Clerk 2 DOCSOCV978614v2\22925.0007 APPENDIX A TRUCKEE DONNER PUBLIC UTILITY DISTRICT STATEMENT OF LOCAL GOALS AND POLICIES CONCERNING THE USE OF THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982, AS AMENDED TRUCKEE DONNER PUBLIC UTILITY DISTRICT GOALS AND POLICIES FOR COMMUNITY FACILITIES DISTRICTS I. Introduction As of January 1, 1994, the Mello-Roos Community Facilities Act ("Act") requires any public agency initiating proceedings to establish a Community Facilities District ("CFD") to first consider and adopt local goals and policies related to CFD Government Code Section 53312.7(a). At a mimmum, these goals and policies must include the following: 1. A statement of the priority that various kinds of public facilities will have for financing through a CFD. Public facilities to be owned and operated by public agencies other than the District must also be included in the statement of priorities. 2. A statement concerning the credit quality which is to be required of CFD bond issues. This statement must include criteria for evaluating credit quality. 3. A statement concerning the steps to be taken to ensure that prospective property purchasers are fully informed about the special taxes imposed on property within any CFD. 4. A statement concerning the criteria to be used for evaluating the equity of tax allocation formulas (i.e., special taxes allocated to different land use categories). This statement must include the desirable and maximum special tax levels to be levied against any CFD properties. 5. A statement establishing the criteria for preparing appraisals, including definitions, standards, and assumptions to be used in appraisals. The following are the local goals and policies adopted by Truckee Donner Public Utility District (the "District") and are intended to meet the requirements of the Act. 11. Priorities for CFD Financing The priority for CFD financing shall be given to public facilities as follows: (a) facilities needed to serve approved development which is deficient in infrastructure or other public facilities needed to develop the area as planned; (b) other facilities for which there is a clearly demonstrated public benefit and (c) other facilities permitted by the Act. A-1 DOCSOC�978614v2122925.0007 The improvements eligible to be financed by a CFD must be owned and/or operated by a public agency except that up to five percent of the proceeds of an issue may be owned and/or operated by a privately-owned public utility, and must have a useful life which is greater than the term of the bond issue. The development proposed within a CFD must be consistent with the planning authority's general plan. The construction or acquisition of improvements pursuant to a CFD shall not vest any rights to future entitlements on any properties, including those which are responsible for paying special taxes. The funding of public facilities to be owned and/or operated by public agencies other than the District shall be considered on a case-by-case basis. Consistent with the Act, permitted services may also be considered for inclusion in a CFD. III. Credit Quality Requirements for CFD Bond Issues Bonds to be issued by a CFD of the District must satisfy certain credit quality requirements. Satisfaction of these requirements would not compel the District to issue bonds. The District may apply other credit criteria in determining whether to issue bonds, and the District may disregard certain of the criteria if it is determined that such action would not imperil the security of the bonds or that the issuance of the bonds would accomplish a specified public policy goal. A. Value to Debt Ratio In order to minimize the likelihood of a CFD defaulting on its payment to bond owners, all CFD bond issues shall require at least a four-to-one property value to public lien ratio. * Property value may be based on either an appraisal, or on assessed values as indicated on the county assessor's tax roll or a combination of both. The appraiser shall be selected by the District, and the appraisal shall be based on criteria as described below under Section VI of the goals and policies. The appraisal must be dated within six months of the date the bonds are issued. The public lien amount shall be based on the size of the bond issue currently being sold, plus any public indebtedness currently existing against the properties secured by special taxes on special assessment. Although it is not required that the value to debt/lien ratio be four-to-one on a parcel by parcel basis, consideration must be given to this ratio when apportioning special taxes to different parcels, to assure that CFD property owners will accept their responsibilities for paying the special taxes of each parcel. * To the extent that other forms of security are provided (i.e. letters of credit, escrow structures), a three-to-one value to lien ratio will be considered. B. Reserve Fund A bond reserve fund equal to the lesser of(i) ten percent of the original proceeds of the bond issue, (ii) the maximum annual debt service on all outstanding bonds, or(iii) 125 percent of the average annual debt service on all outstanding bonds shall be required for all bond issues in CFDs where less than 90 percent of the buildable acreage has been developed. Notwithstanding the foregoing, a smaller reserve fund may be permitted by the District for bond issues in CFDs where a significant portion of the buildable acreage has been developed and the value to debt ratio for A-2 DOCOC,978014v2\22925.0007 undeveloped property is in excess of the ratio required in IIIA above. The reserve fund may be funded with cash or an acceptable reserve surety or other credit facility. C. Property Tax Delinquency Rates Property tax delinquency rates on parcels included in a CFD must be no greater than ten percent on the date on which bonds are issued for that CFD. D. Development Feasibility Each bond issue may require a current (dated within six months) CFD absorption study prepared by a consultant hired by the District, if the District determines that such objective data are necessary to analyze the feasibility of the project. To the extent that the appraisal reflects an absorption analysis, this may be determined to fulfill the purpose of this section. An inadequate property value to public lien ratio, tax delinquencies in excess of ten percent, or projects of questionable economic viability may cause the District to disallow the sale of bond issues or require additional credit enhancement prior to bond sale. E. Exceptions The District may consider exceptions to the above policies for bond issues that do not represent an unusual credit risk, either due to credit enhancement or other reasons specified by the District. Furthermore, the District may consider exceptions to these policies for projects which meet public policy goals relating to affordable housing and creation of employment opportunities/housing. Bond issues which have less than a three-to-one value lien ratio but are approved by the District for public policy reasons must be approved by four-fifths of the members of the District's legislative body. IV Disclosure Requirements for Prospective Property Purchasers A. Disclosure Requirements for Builders and Developers In order to ensure that prospective property purchasers are fully informed about the taxpaying obligations imposed under the Act, the District will require that the requirements of disclosure to prospective property purchasers contained in the Act, including, but not limited to, Section 53328.3, 53328.5 (including the referenced sections of the California Streets and Highways Code), 53340.2 and 53341.5, be met. B. Disclosure Requirements for the Resale of Homes or Lots The District's administrator which is designated to determine the special tax liability each year shall also be designated to provide a notice of special taxes to sellers of property (other than builders or developers) which will enable them to comply with their notice requirements under Section 11O2.6b of the Civil Code. This disclosure shall be in a form substantially equivalent to that set forth in California Government A-3 DOCSOC'9786142A22925.0007 Code Section 53340.2. This notice shall be provided by the District within five working days of receiving a request for the notice. A reasonable fee may be charged for providing the notice. The District's administrator which is designated to determine the special tax liability each year shall also establish procedures to promptly respond to inquiries concerning current and future special tax liability. V. Equity of Special Tax Formulas and Maximum Special Taxes Special tax formulas shall provide for special tax levels which satisfy the following: • 110 percent gross debt service coverage for all bonded indebtedness The reasonable and necessary administrative expenses of the CFD Additionally, the special tax formula may provide for the following: • Lease payments for existing or future facilities • The costs of remarketing, credit enhancement and liquidity facility fees • The cost of acquisition, construction, furnishing or equipping of facilities • The accumulation of funds reasonably required for future debt service • Any amounts required to establish or replenish any reserve fund established in association with the indebtedness of the CFD Amounts equal to projected delinquencies of special tax payments • Any other costs or payments permitted by law • Costs associated with the release of funds from an escrow account The special tax formula shall be reasonable and equitable in allocating public facilities costs to parcels within the CFD. Exemptions from the special tax may be given to parcels which are publicly owned, are held by a property owners association, are used for a public purpose such as open space or wetlands, are affected by easements making impractical their utilization for other than the purposes set forth in the easements, or have insufficient value to support bonded indebtedness or as otherwise determined by the Board. The total projected property tax levels for any residential parcel within a CFD shall not exceed two percent (2%) of the projected initial sales prices of a fully developed parcel (i.e., with a completed structure). The total projected property tax level shall include ad valorem property taxes, special taxes, special assessments, and other direct and overlapping debt supported by property taxes. Commercial properties which provide economic benefits to the District may exceed the two percent(2%)property tax level if approved by the District. A-4 DOCSOCA9786142V22925.0007 The maximum special tax for any developed residential parcel shall not increase at a rate greater than two percent (2%) annually. Notwithstanding the foregoing, the special taxes should be structured such that special taxes levied on developed property are consistent year to year. Unforeseen changes in the special tax needs from year to year should, to the degree possible, be home by undeveloped property. Under no circumstances shall the special tax levied on any parcel of developed residential property be increased by more than ten percent (10%) as a consequence of delinquency or default by the owner of any other parcel. VI. Appraisal Standards A. Definition of Appraisal An appraisal is a written statement independently and impartially prepared by a qualified appraiser setting forth an opinion of defined value of an adequately described property as of a specific date, supported by the presentation and analysis of relevant market information. B. Standards of Appraisal A detailed appraisal shall be prepared for complex appraisal problems. A detailed appraisal shall reflect nationally recognized appraisal standards including, to the extent appropriate, the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. An appraisal should also generally conform to the Appraisal Standards for Land - Secured Financings provided by the California Debt and Investment Advisory Commission ("CDIAC"). An appraisal must contain sufficient documentation including valuation data and the appraiser's analysis of the data to support his or her opinion of value. At a minimum, the appraisal shall contain the following items: a. The purpose and/or function of the appraisal, a definition of the property being appraised, and a statement of the assumptions and limiting conditions affecting the appraisal. b. An adequate description of the physical characteristics of the property being appraised, location, zoning, present use, and an analysis of highest and best use. C. Relevant and reliable approaches to value consistent with commonly accepted professional appraisal practices. If a discounted cash flow analysis is used, it should be supported with at least one other valuation method, such as a market approach using sales that are at the same stage of land development. If more than one approach is utilized, there shall be an analysis and reconciliation of approaches to value that are sufficient to support the appraiser's opinion of value. d. A description of comparable sales, including a description of all relevant physical, legal and economic factors such as parties to the transaction, source A-5 oocsoavase 142�2as2s.00w and method of financing, and verification by a party involved in the transaction. e. A statement of the value of real property. f. The effective date of valuation, date of appraisal, signature and certification of the appraiser. C. Conflict of Interest No appraiser shall have any interest direct or indirect in the real property being appraised for the District that would in any way conflict with the preparation or review of the appraisal. D. Refunding and Restructuring In the context of a workout or bond restructuring, including a refunding, the requirement for an appraisal shall be based on findings of the Board in light of the particular bond structure and the nature of the bondowners of the new restructured obligations. VII. Deposits An initial deposit in an amount of not less than $20,000 for a CFD shall be required. The deposit shall be placed in a separate trust account held by the District. All costs of the District and/or its consultants retained during the pre-formation process, the formation process, and prior to the sale of any Bonds, are to be paid from this account. If, in the judgment of the District, the costs incurred or projected will cause the balance in this account to fall below$5,000, a written demand shall be made to the applicant to advance additional monies sufficient to bring the account to a balance that is projected to meet remaining costs required to establish the financing District. Failure to advance the requested monies within ten (10) days of a written demand by the District will results in all processing of the CFD to cease and no further actions to be taken toward establishing the financing District until the monies have been received. Waiver of these requirements can be made only by formal action of the Board. Monies held in the trust account are to be applied to pay the District and its staff in reviewing and processing the CFD request as well as the costs of the bond counsel, financial advisor, special tax consultant, appraiser, all publication expenses, and any other costs determined by the District to be necessary to establish the CFD. After formation of a CFD and issuance of CFD bonds, the petitioners may be reimbursed from bond proceeds for costs paid by the petitioners, however, reimbursement will be limited to the cost of CFD related consultants and staff costs approved by the District. VIII. Minimum Standards; Waiver and Amendment A-6 1)0CSO(a978614v2\21925,0007 The policies set forth herein reflect the minimum standards under which the District will assist through the use of the Act. The District, may, in its discretion, require additional measures and procedures, enhanced security and higher standards in particular cases. The District may, in limited and exceptional circumstances and to the extent permitted by law, in its discretion, waive any of the policies set forth herein in particular cases. The goals and policies set forth herein may be amended at any time and from time to time by the District. A-7 nocsocy978614v2v22Wi.0009 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKLE DONNER PUBLIC UTILITY DISTRICT APPROVING FUNDING AND REIMBURSEMENT AGREEMENTS AND APPOINTING BOND COUNSEL FOR COMMUNITY FACILITIES DISTRICTS WHEREAS, Truckee Land, LLC has filed with this Board of Directors petitions requesting the formation of two community facilities districts and the issuance of bonds to finance certain infrastructure; and WHEREAS, this Board of Directors is willing to consider the formation of the community facilities districts and the issuance of bonds as requested provided that all costs associated therewith are borne by the petitioner; and WHEREAS, there has been presented to this Board of Directors the forms of two Funding and Reimbursement Agreements, one for each of the proposed community facilities districts (collectively, the "Funding and Reimbursement Agreements") pursuant to which Truckee Land, LLC agrees to be responsible for the costs associated with the Truckee Donner Public Utility District's (the "PUD") consideration of and actions associated with the formation of the requested community facilities districts and issuance of bonds and pursuant also to which the PUD agrees to reimburse Truckee Land, LLC for amounts advanced and/or work in kind provided by it, but only if and to the extent that bond proceeds are available for such purpose; and WHEREAS, the PUD will require the services of bond counsel in connection with requested activities; and WHEREAS, Stradling Yocca Carlson & Rauth, a Professional Corporation has submitted to the PUD a proposal to provide such services; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Funding and Reimbursement Agreements, and each of them, are hereby approved in the form presented to this Board of Directors, and the General Manager of the PUD is hereby authorized and directed, for and in the name of and on behalf of the PUD to execute and deliver to Truckee Land, LLC the Funding and Reimbursement Agreements in substantially the forms hereby approved with such changes thereto as may be approved by the General Manager as being in the best interests of the PUD. Section 2. The proposal of Stradling Yocca Carlson & Rauth, a Professional Corporation, to serve as bond counsel in connection with the possible formation of the requested community facilities districts and the issuance of bonds is hereby accepted, and said firm is appointed to serve as the PUD's bond counsel in connection therewith. 1 DOCSOCl984783v 1,22925.0009 Section 3. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the Board of Directors of the Truckee Donner Public Utility District on August 6, 2003. TRUCKEE DONNER PUBLIC UTILITY DISTRICT President of the Board of Directors ATTEST: District Clerk 2 oocsoC1984783v P,22925.0009