HomeMy WebLinkAboutGray's Crossing Procedures PROCEDURES RELATING TO
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING)
Prior to commencing the public hearing related to the Community Facilities District, the
Board of Directors should adopt (1)(Agenda item 4) the Resolution Amending the Proposed
Boundaries, (2) (Agenda item S) the Resolution Approving Agreements with the Town and the
Truckee Sanitation District, and(3) (Agenda item 6) the Re,alution Approving an Acquisition and
Disclosure Agreement.
After completing those actions, the following steps should be taken.
1. President: "This is the time that has been previously set and noticed for the public
hearing regarding the proposed formation of Truckee Donner Public Utility District
Community Facilities District No. 04-1 (Gray's Crossing), the approval of a special
tax to be levied therein, the authorization of bonds of the Community Facilities
District and related matters. Before I formally open the hearing, are there any
property owners or persons registered to vote in the Community Facilities District
who wish to file written protests and who have not already done so? If so, they must
be filed with the Clerk now."
[Pause to see if there are any protests.]
"There being none, will the Clerk please report as to whether notice of the hearings
has been properly provided and whether the Community Facilities District Report
prepared by MuniFinancial describing the Community Facilities District has been
received?"
Clerk: "Yes, notice of the hearings has been published in accordance with law, the
owners of the land within the Community Facilities District have acknowledged
notice of the hearings and have consented to the proceedings, and the Community
Facilities District Report has been filed with the Board and a copy of it is available
for the public."
2. President: "The hearing is now officially opened. In order to proceed in an orderly
fashion, we will first have presentations by staff and, if necessary, our consultants
about the Community Facilities District. After that, we will receive comments and
questions and any oral protests from any interested persons. When all comments
have been received the hearings will be closed, and the matters will be discussed and
decided by the Board."
"Will the General Manager please describe the matters currently before the Board?
[General Manager or Assistant General Manager and such of the consultants as he 1
deems appropriate briefly describe the Community Facilities District, the facilities '
and the special tax.]
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3. President: "Now it is time to take questions and receive comments from persons
interested in the proceedings. Will anyone who wishes to speak in favor of, or in
opposition to, or to ask questions about these matters please come forward now."
[Public comment,if any.]
4. President: "Has the Clerk received written protests to any of the matters addressed in
these public hearings from any registered voters or landowners of more than 50% of
the acreage located within the Community Facilities District?"
Clerk: "No,I have not received any written protests."
5. President: "At this point is there any discussion or are there any questions from the
members of the Board?"
[Board discussion,if any.]
6. President: "If there are no further comments from the public or the members of the
Board, I hereby declare the public hearings closed. Inasmuch as these proposed
actions have not been precluded by a majority protest, I will entertain a motion to
approve three resolutions: (a) (Agenda item 8A) Resolution of the Board of Directors
of the Truckee Donner Public Utility District Establishing Truckee Donner Public
Utility District Community Facilities District No. 04-1 (Gray's Crossing),
Authorizing the Levy of a Special Tax Therein and Establishing an Annual
Appropriations Limit, (b) (Agenda item 8B)Resolution of the Board of Directors of
the Truckee Donner Public Utility District, Acting as the Legislative Body of the
Truckee Donner Public Utility District Community Facilities District No. 04-1
(Gray's Crossing), Determining It Necessary to Incur Bonded Indebtedness Within
Said Community Facilities District and (c) (Agenda item 8C)Resolution of the Board
of Directors of the Truckee Donner Public Utility District, Acting as the Legislative
Body of the Truckee Donner Public Utility District Community Facilities District No.
04-1 (Gray's Crossing), Calling a Special Election.
[Motion and vote.l
7. President: "Has the Clerk conducted the election for the Community Facilities
District?"
Clerk: "Yes. The results of the election are 758 votes in favor and no votes opposed.
The Proposition has passed unanimously. I have completed and filed a Certificate as
to Results of the Canvass of Election Returns."
8. President: (Agenda item 9) "I will entertain a motion to approve a Resolution of the
Board of Directors of the Truckee Donner Public Utility District, Acting in its f
Capacity as Legislative Body of the Truckee Donner Public Utility District k
Community Facilities District No. 04-1 (Gray's Crossing) Declaring the Results of a
Special Election and Approving Certain Related Actions"
['Motion and vote.] I
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9. President: (Agenda item 10) "Would the Clerk now please read the title of the
ordinance levying the special tax in the Community Facilities District."
Clerk The Clerk reads the full title of the Ordinance as follows: "ORDINANCE OF
THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY
DISTRICT, ACTING AS THE LEGISLATIVE BODY OF TRUCKEE DONNER
PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1
(GRAY'S CROSSING), AUTHORIZING THE LEVY OF A SPECIAL TAX
WITHIN SAID COMMUNITY FACILITIES DISTRICT."
President: "It would now be appropriate to move that further reading of the
Ordinance be waived and that it be adopted by title only."
(Motion and vote.]
10. President: "That concludes this evening's actions with respect to the Community
Facilities District."
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Agenda Item #Is 4,5,6,7,8,9 & 10
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Memorandum
To: Board of Directors
From: Stephen Hollabaugh
Date: July 21, 2004
Subject: Truckee Donner Public Utility District
Community Facilities District No. 04-1 (Grays Crossing)
Why this matter is before the Board:
We have been systematically moving toward formation of Community Facilities Districts for 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 CFD.
The Board is being asked to consider forming the Community Facilities District No. 04-1 (Grays
Crossing). A number of items will be discussed in order to form the Community Facilities District No.
04-1, consisting of the Resolutions and Ordinance in agenda items 4 through 10.
History:
East West Partners asked the District to consider forming a CFD to help finance infrastructure at the
Grays Crossing development. The board approved a Community Facilities District Study Funding and
Reimbursement Agreement with East West Partners to pay the cost of a feasibility study for both Old
Greenwood and Grays Crossing. On June 18, 2003, Fieldman, Rolapp & Associates presented a
study about forming the Community Facilities Districts.
On June 16, 2004, the Board authorized the following documents pertaining to Grays
Crossing:
a.) Petition Requesting Initiation of Proceedings For The Establishment of a Community Facilities
District and Waiving Certain Rights In Connection Therewith (Gray's Crossing);
b.) Community Facilities District Funding And Reimbursement Agreement (Gray's Crossing);
c.) Resolution Of The Board Of Directors Of The Truckee Donner Public Utility District Approving
Funding And Reimbursement Agreement For Community Facilities District
d.) Resolution of Intention to Establish Truckee Donner Public Utility District Community Facilities
District No. 04-1 (Gray's Crossing) and to Authorize the Levy of a Special Tax Within Said
Community Facilities District;
e.) Resolution of Intention to Incur Bonded Indebtedness (Gray's Crossing).
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New information:
We now have a series of documents prepared by John Murphy (Stradling Yocca Carlson & Rauth)
and Larry Rolapp (Fieldman, Rolapp & Associates) that are part of the process the CFDs formation.
Those documents are attached for your review.
The documents are numerous. 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.
Recommendation:
Agenda items 4 thru 10 each have their specific recommendations and will be addressed with each
item.
4. Consideration of a Resolution of the Board of Directors of the Truckee Donner Public Utility District
Amending the Proposed Boundaries of the Truckee Donner Public Utility District Community Facilities
District No. 04-1 (Grays Crossing)
5. Consideration of a Resolution of the Board of Directors of the Truckee Donner Public Utility District
Approving Agreements with the Town of Truckee and the Truckee Sanitation District Concerning
Certain Facilities Expected to be Financed by Truckee Donner Public Utility District Community
Facilities District No. 04-1 (Grays Crossing)
6. Consideration of a Resolution of the Board of Directors of the Truckee Donner Public Utility District
Approving an Acquisition and Disclosure Agreement in Connection with Truckee Donner Public Utility
District Community Facilities District No. 04-1 (Grays Crossing)
7. A public hearing will be held for the purpose of receiving written and or oral comments from
members of the public regarding the Board's intent to form Truckee Donner Public Utility District
Community Facilities District No. 04-1, Grays Crossing, to levy special taxes therein and to issue
bonded indebtedness.
8 A. Resolution of the Board of Directors of the Truckee Donner Public Utility District Establishing
Truckee Donner Public Utility District Community Facilities District No. 04-1 (Grays Crossing),
Authorizing the Levy of a Special Tax therein and Establishing an Annual Appropriations Limit
8 B. Resolution of the Board of Directors of the Truckee Donner Public Utility District, Acting as the
Legislative Body of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Grays
Crossing), Determining it Necessary to Incur Bonded Indebtedness Within Said Community Facilities
District
8 C. Resolution of the Board of Directors of the Truckee Donner Public Utility District, Acting as the
Legislative Body of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Grays
Crossing), Calling a Special Election
9. Consideration of a Resolution of the Board of Directors of the Truckee Donner Public Utility District,
Acting as the Legislative Body of Truckee Donner Public Utility District Community Facilities District
No. 04-1 (Grays Crossing), Declaring the Results of a Special Election and Approving Certain Related
Actions
10. Consideration of an Ordinance of the Board of Directors of the Truckee Donner Public Utility
District, Acting as the Legislative Body of Truckee Donner Public Utility District Community Facilities
District No. 04-1 (Grays Crossing), Authorizing the Levy of a Special Tax Within Said Community
Facilities District
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Agenda Item ## 4
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
AMENDING THE PROPOSED BOUNDARIES OF TRUCKEE
DONNER PUBLIC UTILITY DISTRICT COMMUNITY
FACILITIES DISTRICT NO. 04-1 (GRAYS CROSSING)
WHEREAS, on June 16, 2004, pursuant to a petition filed by Gray's Crossing, LLC(the
"Petitioner")the Board of Directors (the`Board of Directors") of the Truckee Donner Public Utility
District(the"Public Utility District") adopted a resolution (the"Resolution of Intention") stating its
intention to form Truckee Donner Public Utility District Community Facilities District No. 04-1
(Gray's Crossing) (the"Community Facilities District")pursuant to the Mello-Roos Community
Facilities Act of 1982, as amended(the "Act"); and
WHEREAS, a copy of said resolution, setting forth a description of the proposed boundaries
of the Community Facilities District, the facilities to be financed by the Community Facilities
District and the rate and method of apportionment of the special tax proposed to be levied within the
Community Facilities District, is on file with the Clerk of the Public Utility District(the"District
Clerk") and is incorporated herein by reference; and
WHEREAS, the Petitioner has requested that the proposed boundaries of the Community
Facilities District be amended to exclude therefrom certain property that is expected to remain
undeveloped, and the Board of Directors wishes to do so;
NOW,THEREFORE, THE BOARD OF DIRECTORS OF TRUCKEE DONNER
PUBLIC UTILITY DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
Section 1 The above recitals are true and correct.
Section Z The proposed boundaries of the Community Facilities District, as designated
in the Resolution of Intention, are as shown on the map designated `Boundary Map of Proposed
Community Facilities District No. 04-1 (Gray's Crossing) Truckee Donner Public Utility District,"
which is on file in the office of the District Clerk and, pursuant to Sections 3111 and 3113 of the
Streets and Highways Code, which was recorded on June 25, 2004 in the Book of Maps of
Assessment and Community Facilities Districts in the Office of the County Recorder of Nevada
County in Book No. 1, at Page 126, as Instrument No. 2004-0026182. Said proposed boundaries are
hereby revised to delete territory from the Community Facilities District, and the proposed
boundaries, as revised, shall be as depicted on the amended map of the proposed Community
Facilities District which is on file with the District Clerk(the"Clerk"). A copy of the amended map
is attached hereto as Exhibit A. Said map is hereby approved as the map of the Community Facilities
District; and the Clerk is hereby directed to sign the amended map of the Community Facilities
District and record it with all proper endorsements thereon with the County Recorder of the County
of Nevada within fifteen days after the adoption of this resolution, all as required Section 3111 of
the Streets and Highways Code of the State of California.
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DOCSOC/10532142/22925-0010
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ADOPTED and APPROVED by the Board of Directors of the Truckee Donner Public
Utility District on this 21 s`day of July, 2004 by the following vote:
AYES:
NOTES:
ABSENT:
ABSTAIN:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By:
President of the Board of Directors
ATTEST:
District Clerk
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DOCSOC/1053214v2/22925-0010
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Agenda Item # 5
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT APPROVING
AGREEMENTS WITH THE TOWN OF TRUCKEE AND THE
TRUCKEE SANITARY DISTRICT CONCERNING CERTAIN
FACILITIES EXPECTED TO BE FINANCED BY TRUCKEE
DONNER PUBLIC UTILITY DISTRICT COMMUNITY
FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING)
WHEREAS, the Board of Directors (the"Board of Directors") of the Truckee Donner Public
Utility District(the `Public Utility District") has heretofore commenced proceedings for the
formation of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's
Crossing) (the "Community Facilities District")pursuant to the Mello-Roos Community Facilities
Act of 1982, as amended (the "Act"), to finance the acquisition and construction of certain facilities;
and
WHEREAS, the facilities expected to be financed by the Community Facilities District
include street improvements, storm drain improvements and certain other facilities which are
expected to be transferred to and owned by the Town of Truckee(the"Town") and sanitary sewer
facilities which are expected to be transferred to and owned by the Truckee Sanitary District(the
"TSD"), which facilities are collectively referred to as the "Other Facilities;" and
WHEREAS, in order to permit the Community Facilities District to finance the Other
Facilities, the Act requires that the Public Utility District enter into agreements with respect thereto
with the Town and the TSD; and
WHEREAS, the proposed forms of such agreements (collectively, the "Agreements") have
been prepared and presented to the Board of Directors;
NOW, THEREFORE, THE BOARD OF DIRECTORS OF TRUCKEE DONNER
PUBLIC UTILITY DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
Section 1. The above recitals are true and correct.
Section 2. The execution and delivery of the Agreements would be beneficial to the
residents of the Public Utility District, and especially to the residents of the Community Facilities
District, in that the Agreement will permit the financing of the Other Facilities without requiring the
Town and the TSD to each form a separate financing district.
Section 3. The forms of the Agreements presented to the Board of Directors are hereby
approved; and the President of the Board of Directors and the District Clerk are hereby authorized
and directed, for and in the name of, the Public Utility District, to execute and deliver to the Town a
copy of the Agreement with the Town and to the TSD a copy of the Agreement with the TSD, in
each in substantially in the form so approved with such changes therein, if any, as such officers may
approve.
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DOCSOCJ1053365v1/22925-0010
ADOPTED and APPROVED by the Board of Directors of the Truckee Donner Public
Utility District on this 215C day of July, 2004 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By:
President of the Board of Directors
ATTEST:
District Clerk
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DOCSOC/1053365v 1/22925-0010 2
Agenda Item #6
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
APPROVING AN ACQUISITION AND DISCLOSURE
AGREEMENT IN CONNECTION WITH TRUCKEE DONNER
PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES
DISTRICT NO. 04-1 (+GRAY'S CROSSING)
WHEREAS, the Board of Directors (the`Board of Directors") of the Truckee Donner Public
Utility District (the "Public Utility District") has heretofore commenced proceedings for the
formation of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's
Crossing) (the "Community Facilities District") pursuant to the Mello-Roos Comrncurity Facilities
Act of 1982, as amended{the "Act"), to finance the acquisition and construction of certain facilities;
and
WHEREAS, some of the facilities expected to be financed by the Community Facilities
District have been, or are expected to be,constructed by or on behalf of Gray's Crossing,LLC (the
"Developer") and to be acquired from the Developer if and to the extent bond proceeds are available
for such purpose, and
WHEREAS, in order to provide the terms on which such facilities will be required it is
appropriate that the Public Utility District enter into an agreement with respect thereto with the
Developer;and
WHEREAS, the proposed form of such an agreement between the Public Utility District and
the Developer(the 'Acquisition and Disclosure Agreement")has been prepared and presented to the
Board of Directors,
NOW, THEREFORE, THE BOARD OF DIRECTORS OF TRUCKEE DONNER PUBLIC
UTILITY DISTRICT DOES HEREBY RESOLVE,DETERMINE AND ORDER AS FOLLOWS:
Section 1 The above recitals are true and correct.
Section 2 The form of the Acquisition and Disclosure Agreement presented to the .
Board of Directors is hereby approved; and the President of the Board of Directors and the District
Clerk are hereby authorized and directed, for and in the name of, the Public Utility District, to
execute and deliver a copy of the Acquisition and Disclosure Agreement to the Developer
substantially in the form so approved with such changes therein, if any; as such officers may approve.
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DOCSOC1453521 v 1/22925-0016 I
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ADOPTED and APPROVED by the Board of Directors of the Truckee Donner Public Utility
District on this 21"day of July,2004 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By:
President of the Board of Directors
ATTEST:
District Clerk
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DOCSOCI t 053521 v I/22925-0010 2 {
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ACQUISITION AND DISCLOSURE AGREEMENT
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
COMMUNITY FACILITIES DISTRICT NO. 04-1
(GRAY'S CROSSING)
Recitals
A. The parties to this Agreement are the Truckee Donner Public Utility District, a
Political subdivision of the State of California (the "PUD") on behalf of itself and Truckee Donner
Public Utility District Community Facilities District No. 04-] (Gray's Crossing), which is expected
to be formed by the PUD (the "CFD"), and Gray's Crossing, LLC, a Delaware limited liability
company (the "Developer").
B. The effective date of this Agreement shall be July 22, 2004.
C. The PUD expects to form the CFD pursuant to the provisions of the Mello-Roos
Community Facilities Act of 1982. as amended (the "Act"); and the Board of Directors of the PUD
will serve as the legislative body of the CFD if it is formed. The CFD is expected to be authorized to
issue bonds (the `Bonds") secured by a special tax (the "Special Tax") to be levied on property
within its boundaries (the "Subject Property") in order to finance the acquisition or construction of
certain facilities.
D. The CFD is expected to be authorized to utilize a portion of the proceeds derived
from the sale of the Bonds, if and to the extent such proceeds are available for such purpose, to
acquire on behalf of the PUD, the Town of Truckee (the "Town"), the Truckee Sanitary District(the
""TSD"), the Department of Transportation of the State of California ("CalTrans"), Southwest Gas
Corporation ("Southwest") and Sierra Pacific Power Company ("Sierra Pacific," and together with
the Town, the TSD, CalTrans and Southwest Gas, the "Other Agencies")improvements to be constructed either by, or under contr certain public
act to, the Developer (individually a
"Facility"and collectively, the "Facilities").
E. Subject to the completion of proceedings pursuant to the Act for the formation of the
CFD and the authorization of the Special Tax, the Subject Property will be subject to a continuing
lien to secure payment of the Special Tax by virtue of the recordation of a notice of special tax lien in
the official records of the County Recorder of the County of Nevada, as provided by the Act.
F. The Facilities, the portions thereof that may be separately acquired (each, a
"Segment") and the respective estimated acquisition prices related thereto (each, an "Acquisition
The
s PUD
Price") are identified in Exhibit A, attached hereto and by this reference incorporated herein.
Facilities that may be acquired on behalf of the PUD (the "PUD Facilities") are identified a
Facilities in Exhibit A, and the Facilities that may be acquired on behalf of each of the Other
Agencies (collectively, the "Other Facilities") are identified as such in Exhibit A. The parties
expressly acknowledge and agree that Exhibit A may be subject to revision after the effective date of
this Agreement, and the Acquisition Prices may be adjusted to reflect bids received, changes in work,
etc., upon the written approval of the General Manager of the PUD, the Assistant General Manager
of the PUD or the designee of the General Manager of the PUD (each, a "PUD Authorized
Representative") and the Developer.
1
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Docsoaioss219 1/22925 s
_ _.
G. The Developer desires to assure the PUD that the Special Tax obligation will be filly
disclosed to future purchasers from the Developer of parcels of land comprising the Subject Property
or of any interest therein.
Agreement
follows:In consideration for the mutual undertakings of the parties stated herein, the parties agree as
I. Recitals. The foregoing recitals are true and correct, and the parties expressly so
acknowledge. Said recitals are incorporated herein by reference.
2. Acquisition of Facilities. Subject to the completion of proceedings pursuant to the
Act for the formation of the CFD, the authorization of the Special Tax and the issuance of the Bonds,
and subject also to the availability of Bond proceeds in amounts sufficient for the following
purposes, and subject also to the agreement of the applicable Other Agency with respect to the Other
Facilities expected to be acquired by it as set forth in Exhibit A, the Developer hereby agrees to sell
to the PUD or one of the Other Agencies, as the case may be (the "Applicable Agency"); and the
CFD hereby agrees to pay to the Developer the applicable Acquisition Price for each such Facility
(subject to adjustments thereof as described in Recital F and elsewhere in this Agreement), subject to
the terms and conditions hereof. Title (where applicable) to each Segment purchased pursuant hereto
shall be conveyed by appropriate instrument by the Developer to the Applicable Agency as of the
date the Applicable Agency accepts such Segment.
The Developer expressly acknowledges that the conditional obligation of the CFD to pay the
Acquisition Price for each of the Facilities is strictly limited to a portion of the proceeds of sale of the
Bonds and any available investment earnings thereon and that no other source of fiends is expected to
be used for such purpose. The Developer further acknowledges that: (i) the aggregate amount of the
Acquisition Price for the PUD Facilities must reasonably be expected to be larger than the aggregate
amount of the Acquisition Price applicable to the Other Facilities expected to be acquired by any one
of the Other Agencies and (ii) that not more than five percent (5%) of the "Net Bond Proceeds" (as
hereinafter defined) may be applied to the Acquisition Prices of all Other Facilities to be acquired for
Southwest Gas and Sierra Pacific.
The parties acknowledge and agree that the total of the Acquisition Prices for all of the
Facilities purchased will not exceed the sum of the Bond proceeds (if any)remaining after paying all
costs of issuing the Bonds and funding a reserve fiord and any other funds and accounts required to
be funded with Bond proceeds and the earnings (if any) derived from the investment thereof (the
"Net Bond Proceeds"), but that the Acquisition Price of any Facility may (with the approval of the
PUD Authorized Representative) be increased if and to the extent that the amount actually paid for
one or more other Facilities is less than the estimated Acquisition Price of such Facility.
3. Payment of Acquisition Price. (a)PUD Facilities. In order to be paid for a
ep
completed Segment gment of a PUD Facility, the Developer shall deliver to the PUD Authorized
Representative (a) a request for such payment in the form attached hereto as Exhibit B (a "PUD
Payment Request'), together with all attachments and exhibits to be included therewith and, where t
applicable as the PUD may deem appropriate under the circumstances, (i) a copy of the recorded
documents conveying to the PUD title, acceptable to the PUD ("Acceptable Title"), to the real
property on, in or over which such Segment is located, (ii)a copy of the recorded Notice of
2
DOCSOC/7 055219v 1/22925-0010
1
i
Completion of such Segment filed in accordance with Section 3093 of the California Civil Code (if
applicable), and (in) an assignment of the warranties and guaranties for such Segment, as described
in Section 6(d)(ii), in form reasonably acceptable to the PUD.
Until the acceptance by the PUD of the entire Facility of which the Segment being acquired
is a part, the amount to be paid with respect to such Segment shall not exceed 90% of the Acquisition
Price. The remaining 10% of the Acquisition Price shall be payable to the Developer within 35 days
after the PUD's acceptance of the final Segment of the subject Facility.
Upon receipt of a completed PUD Payment Request (and all documentation required by this
Agreement to be submitted therewith) for a Segment of a PUD Facility, the PUD Authorized
Representative shall conduct a review in order to confirm that such Segment was constructed in
accordance with the PUD-approved plans (the "Plans") therefor and to verify and approve the Actual
Cost (as defined below) of such Segment specified in such PUD Payment Request. The Developer
agrees to cooperate with the PUD Authorized Representative in conducting each such review and to
provide the PUD Authorized Representative with such additional information and documentation as
is reasonably necessary for the PUD Authorized Representative to conclude each such review. The
PUD Authorized Representative shall complete such review as soon as reasonably practicable after
receiving all necessary information and documentation and shall take action with respect thereto
within 60 days after his or her receipt of such information and documentation. If the PUD
Authorized Representative determines that the amount specified as the Actual Cost in such PUD
Payment Request as initially submitted exceeds the Developer's Actual Cost of constructing such
Segment, the Developer shall resubmit such PUD Payment Request, with the amount specified
therein modified so as to take into account such determination of the Actual Cost by the PUD
Authorized Representative. Upon confirmation that such Segment has been constructed in
accordance with the Plans therefor, and verification and approval of the Actual Cost of such
Segment, the PUD Authorized Representative shall sign the PUD Payment Request and promptly
forward the same to the Board of Directors for acceptance of the Segment. Following Board of
Directors approval, the PUD Authorized Representative shall, as soon as possible, forward the PUD
Payment Request to the entity which holds the Bond proceeds that are available for such purpose (the
"Bond Trustee").
As used in this Agreement, the term "Actual Cost" means, with respect to a Segment, (in
each case, to the extent not previously paid to the Developer) an amount equal to the sum of(a) the
Developer's actual cost of constructing such Segment, including labor, material and equipment costs,
(b) the Developer's actual cost of preparing the Plans for such Segment, (c) the Developer's actual,
cost of environmental evaluations required specifically for such Segment, (d) the amount of the fees
actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other
necessary governmental approvals for such Segment, (e) a construction management fee equal to
four percent (4%) of the amount described in clause(a), (f) a fee equal to thirteen percent (13%) of
the amount described in clause (a) to compensate for the costs of professional services directly
related to the construction of such Segment, including engineering, inspection, construction staking,
materials testing and similar professional services, (g) a fee equal to four percent(4%) of the amount
described in clause (a) to compensate for the owner controlled insurance program paid by the i
Developer for any Segment which is included within the coverage of the owner controlled insurance
program, and (h) the Developer's actual cost of any title insurance required hereby for such Segment, 1
all as specified in a PUD Payment Request that has been reviewed and approved by the PUD
Authorized Representative. Notwithstanding the foregoing, "Actual Cost' shall not include either
3
DOCSOC/1055219v I/22925-0010
...............
(i) internal administrative costs incurred by the Developer or
(it) costs incurred by the Developer in
connection with the Preparation of a tentative or final tract map.
(b) T01177 Facilities. In order to be paid for a completed Segment of a Town Facility, the
Developer shall deliver to the PUD Authorized Representative an Other Facility Payment Request,
substantially in the form attached hereto as Exhibit C, approved by the Town Manager of the Town
or his designee. The PUD Authorized Representative shall promptly l'ojivard the Other Facility
Payment Request to the Bond Trustee
Until the acceptance by the Town of the entire Facility of which the Segment being acquired
is a part, the amount to be paid with respect to such Segment shall not exceed 90% of the Acquisition
Price. The remaining 10% of the Acquisition Price shall be payable to the Developer within 35 days
alter the I OWn's acceptance of the final Segment of the subject Facility.
(c) TSD Facilities. In order to be paid for a Completed Segment of a TSD Facility, the
Developer shall deliver to the PUD Authorized Representative an Other Facility Payment Request,
substantially in the form attached hereto as Exhibit C, approved by the General Manager of the TSD
or his designee, The PUD Authorized Representative shall promptly forward the Other Facility
Payment Request to the Bond Trustee
Until the acceptance by the TSD of the entire Facility of which the Segment being acquired is
a part, the amount to be paid with respect to such Segment shall not exceed 90% of the Acquisition
Price. The remaining 10% of the Acquisition Price shall be payable to the Developer within 35 days
after TSD's acceptance of the final Segment of the subject Facility.
(d) CalTrans Facilities. In order to be paid for a completed Segment of a CalTrans
Facility, the Developer shall deliver to the PUD Authorized Representative an Other Facility
Payment Request, substantially in the form attached hereto as Exhibit C, approved by an authorized
representative of CalTrans. The PUD Authorized Representative shall promptly forward the Other
Facility Payment Request to the Bond Trustee
Until the acceptance by the CalTrans of the entire Facility of which the Segment being
acquired is a part, the amount to be paid with respect to such Segment shall not exceed 90% of the
Acquisition Price. The remaining 10% of the Acquisition Price shall be payable to the Developer
within 35 days after CalTrans' acceptance of the final Segment of the subject Facility.
(e) Southwest Gas Facilities. In order to be paid for a completed Segment of a
Southwest Gas Facility, the Developer shall deliver to the PUD Authorized Representative an Other
Facility Payment Request, substantially in the form attached hereto as Exhibit C, approved by an
authorized representative of Southwest Gas. The PUD Authorized Representative shall promptly
forward the Other Facility Payment Request to the Bond Trustee
Until the acceptance by the Southwest Gas of the entire Facility of which the Segment being
acquired is a part, the amount to be paid with respect to such Segment shall not exceed 90% of the
Acquisition Price. The remaining 10% of the Acquisition Price shall be payable to the Developer
within 35 days after Southwest Gas's acceptance of the final Segment of the subject Facility.
(f) Sierra Pacific Facilities. In order to be paid for a completed Segment of a Sierra
Pacific Facility, the Developer shall deliver to the PUD Authorized Representative an Other Facility
4
DOCSOC/1 055219v 1/22925-0010
Payment Request, substantially in the form attached hereto as Exhibit C, approved by an authorized
representative of Siena Pacific. The PUD Authorized Representative shall promptly forward the
Other Facility Payment Request to the Bond Trustee
Until the acceptance by the Siena Pacific of the entire Facility of which the Segment being
acquired is a part, the amount to be paid with respect to such Segment shall not exceed 90% of the
Acquisition Price. The remaining 10% of the Acquisition Price shall be payable to the Developer
within 35 days after Sierra Pacific's acceptance of the final Segment of the subject Facility.
4. Developer's Duty to Construct. The Developer shall construct each Facility, or
cause each Facility to be constructed, in accordance with the Plans for such Facility approved by the
Applicable Agency. The Developer shall perform all of its obligations hereunder, and shall conduct
all operations with respect to the construction of the Facilities, in a good, workmanlike and
commercially reasonable manner, with the standard of diligence and care normally employed by duly
qualified persons utilizing their best efforts in the performance of comparable work and in
accordance with generally accepted practices appropriate to the activities undertaken. The Developer
shall not be relieved of its obligation to construct each Segment, and convey such Segment to the
Applicable Agency in accordance with the terms hereof, even if the Acquisition Price for such
Segment is less than the Actual Cost of such Segment, or is in excess of proceeds of the Bonds
available to pay such Acquisition Price, if any.
5. Public Works Requirements. In order to insure that each Facility whose
construction has not been completed, as determined by the Board of Directors of the PUD (based on
the advice of the Applicable Agency in the case of the Other Facilities), before the formation of the
CFD will be constructed as if it had been constructed under the direction and supervision, or under
the authority, of the PUD, so that it may be acquired pursuant to California Government Code
Section 53313.5, the Developer shall comply with all of the legal requirements that would apply to
the PUD if the Facility were being constructed by the PUD.
In addition, the Developer shall provide for its own construction financing, construction
contracting and contract administration. In providing for the construction and installation of the
Facilities, the Developer and its contractor(s) shall be obligated to meet all requirements customarily
imposed by the PUD and by any other public agency or public utility company having jurisdiction
upon subdividers, developers and contractors in such circumstances. Without limiting the generality
of the foregoing, the Developer shall be obligated as follows:
i. The Developer and/or its contractor(s) shall post completion bonds, labor and
materials bonds, and one-year maintenance bonds (such one-year period to commence upon
acceptance by the Applicable Agency of the final Segment comprising a Facility) in the same
manner and in the same amount as is required by the PUD and by any other public agency or
public utility company having jurisdiction as would be required in the absence of the Bond
t
financing program. �
u. The Developer warrants, and by its offer to transfer ownership of the z
Facilities to the Applicable Agency, shall warrant that the Facilities will be free from defects
in workmanship or materials and will be suitable for their intended use. Said warranty shall
extend for a period of one (1) year after the issuance by the Applicable Agency of a notice of
acceptance of the final Segment comprising a Facility. As an alternative to said sole 1
warranty from the Developer, the Developer shall require each contractor, subcontractor,
5
DOCSOC/I 055219v 1/22925-00I 0 }
supplier, or materialman in connection with the construction and installation of the Facilities
to name the Applicable Agency as a beneficiary of each warranty or guarantee given by such
party to the Developer in connection with such party's work, supplies or materials.
in. In addition to the warranties and obligations of the Developer set forth in the
foregoing subparagraph (ii), the Developer shall remain and be responsible to the Applicable
Agency for any defects in work, supplies, or materials in connection with the Facilities
occurring or appearing within one (1) year of issuance by the Applicable Agency of its notice
of acceptance of said final Segment comprising a Facility. The Applicable Agency shall give
the Developer written notice to replace, repair or correct any defect forthwith upon discovery
thereof, and the Developer shall proceed forthwith and with all due diligence to effectuate
replacement, repair or correction of such defect.
The requirements of subparagraph (i) above pertaining to maintenance bonds and the
provisions of subparagraphs (it) and (iii) above shall be applicable to all Facilities, not merely those
Whose construction had not been completed prior to the formation of the CFD.
6. Representations, Warranties and Covenants of the Developer. The Developer
makes the following representations, warranties and covenants for the benefit of the PUD, the CFD
and the Other Agencies:
(a) Organization. The Developer represents and warrants that the Developer is a limited
liability company, duly organized and validly existing under the laws of the State of Delaware, is in
compliance with the laws of the State of California, and has the power and authority to own its
properties and assets and to carry on its business as now being conducted and as now contemplated.
(b) Authority. The Developer represents and wan-ants that it has the power and authority
to enter into this Agreement, and it has taken all action necessary to cause this Agreement to be
executed and delivered, and this Agreement has been duly and validly executed and delivered on
behalf of the Developer.
(e) Binding Obligation. The Developer represents and warrants that this Agreement is a
valid and binding obligation of the Developer and is enforceable against the Developer in accordance
with its terms.
(d) Completion of Facilities. The Developer covenants that it will use its reasonable and
diligent efforts to do all things which may be lawfully required of it in order to cause the Facilities to
be completed in accordance with this Agreement.
(e) Compliance with Laws. The Developer covenants that it will not commit, suffer or
permit any act to be done in, upon or to the property on which the Facilities are to be constructed or
the Facilities in violation of any law, ordinance, rule, regulation or order of any governmental
authority or any covenant, condition or restriction now or hereafter affecting such property or the
Facilities.
(f) Requests for Payment. The Developer represents and warrants that (i) it will not
request payment from the CFD for the acquisition of any improvements that are not part of the
Facilities, (ii) each facility described in Section 5 for which payment is requested will have been
constructed as if it had been constructed under the direction and supervision, or under the authority, 1
3
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DOCSOC,1055219v t/22925-0010
of the Applicable Agency and (in) the Developer will diligently follow*all procedures set forth in this
Agreement with respect to the applicable Payment Requests.
(g) Financial Records and Construction Documents. Until the final acceptance of the
Facilities, the Developer covenants to maintain proper books of record and account for the Facilities
and all costs related thereto. The Developer covenants that such accounting books will be
maintained in accordance with generally accepted accounting principles, and will be available for
inspection by the PUD and the Applicable Agency, and their respective agents, at any reasonable
time during regular business hours on reasonable notice. In addition, the Developer agrees to
maintain and to make available for inspection by the PUD and the Applicable Agency, and their
respective agents, at any reasonable time during regular business hours on reasonable notice all
documents relating to the construction of the Facilities including, but not limited to, the Plans,
specifications, easements, rights-of-way, licenses, permits, surveys, estimates, schedules, contracts
for the construction of any portion of the Facilities, invoices and receipts for payments relating to the
Facilities, insurance policies, payroll records, and any other documents required to be maintained by
any applicable provision of law.
(h) Hazardous Materials. The Developer represents and warrants that, to the best
knowledge of the Project Manager for the Developer's Gray's Crossing development, there is not
present upon the Subject Property, or any portion thereof, or upon any portion of the Facilities
currently existing, or any portion thereof, any Hazardous Materials (as defined below). The
Developer represents and warrants that all operations or activities upon, or use or occupancy of the
Subject Property and the Facilities, and each portion thereof, by the Developer, or to the best
knowledge of the Project Manager for the Developer's Gray's Crossing development, by any prior
tenant, occupant or owner of the Subject Property or any portion thereof, is in all material respects in
compliance with all state, federal and local laws, ordinances, regulations, rules, decisions or policy
statements governing or in any way relating to the generation, handling, manufacturing, treatment,
storage, use, transportation, spillage, leakage, dumping, discharge or disposal (whether accidental or
intentional) of any toxic or hazardous substances, materials, or wastes, including, but not limited to,
Hazardous Materials. The Developer represents and warrants that there is no proceeding or inquiry
by any governmental authority body or agency with respect to the presence of Hazardous ;Materials
on the Subject Property or the Facilities or the migration thereof from or to other property. The
Developer represents and warrants that neither the Developer, nor any subcontractor, agent or
employee thereof will use, generate, manufacture, procure, store, release, discharge or dispose of any
Hazardous Material on, under or about the Subject Property or the Facilities or transport any
Hazardous Material to or from the Subject Property or the Facilities in violation of any federal, state
or local law, ordinance, regulation, rule, decision or policy statement regulating Hazardous Material.
"Hazardous Material" means any hazardous or toxic substance, material or waste which is or
becomes regulated by any local governmental authority, the State or the United States Government
and specifically includes, without limitation, any material or substance which is (a) designated as a
"hazardous substance"pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C.
Sections 1251 et seq. (33 U.S.C. Section 1321), (b) defined as a "hazardous waste" pursuant to
Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et
seq. (42 U.S.C. Section 6903), (c) defined as a "hazardous substance' pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Sections 9601 et seq., (d) petroleum, or(e) asbestos.
(i) Permits. The Developer represents and warrants that, all governmental or other
permits required to proceed with the acquisition, construction and installation of the Facilities have
7
DOCSOC]055219v 1/2292.5-0010
r
been or will be obtained in a timely manner and all fees relating thereto have been or will be paid in a
timely manner. The Developer represents and warrants that there is no material impediment to the
Developer's proceeding with and completing the acquisition, construction and installation of the
Facilities or to the development of the Subject Property as contemplated by the Developer.
7. Indemnification. The Developer agrees to protect, indemnify, defend and hold the
CFD and the PUD, and their respective officers, employees and agents, and each of them, harmless
from and against any and all claims, losses, expenses, suits, actions, decrees, judgments, awards,
attorney's fees, and court costs which the CFD or the PUD, or their respective officers, employees
and agents, or any combination thereof, may suffer or which may be sought against or recovered or
obtained from the CFD or the PUD, or their respective officers, employees or agents, or any
combination, thereof as a result of or by reason of or arising out of or in consequence of (a) the
acquisition, construction, installation or financing of the Facilities, (b) the untruth or inaccuracy or
any representation or waranty made by the Developer in this Acquisition Agreement, (c) any act or
omission,negligent or otherwise,of the Developer or any of its subcontractors, agents or anyone who
is directly employed by or acting in connection with the Developer or any of its subcontractors, or
agents, in connection with the Facilities, or (d) this Agreement. If the Developer fails to do so, the
CFD and the PUD shall each have the right, but not the obligation, to defend the same and charge all
of the direct or incidental costs of such defense, including any attorneys fees or court costs, to and
recover the same from the Developer.
No indemnification is required to be paid by the Developer for any claim, loss or expense
arising from the willful misconduct or sole negligence of the CFD or the PUD, or their respective
officers, employees or agents.
The provisions of this Section shall survive the termination of this Acquisition Agreement.
8. Disclosures to Purchasers of Subject Property. The Developer covenants and
agrees that from and after the date hereof it will provide all forms of disclosure of the Special Tax as
required by existing law and by any future laws. In particular, the Developer covenants and agrees
from and after the date hereof to provide the Special Tax disclosure notice required by
Section 53341.5 of the Act and to retain in its files copies of all notices signed by purchasers in
accordance with Section 53341.5. The PUD shall have the right to inspect and obtain copies of all of
the Developer's records regarding Special Tax disclosure. The Developer further agrees to include in
its contracts with purchasers of any of the Subject Property (other than individuals purchasing
custom lots or fractional interests in residences) entered into from and after the date hereof a
requirement that such purchasers (i)provide all forms of disclosure of the Special Tax required by
law, (ii) retain signed copies of the Section 53341.5 notice following the sale of any parcel
comprising part of the Subject Property to another, and (iii)provide the PUD on request an
Opportunity to review and obtain copies of all records relating to disclosure of the Special Tax. Such
contractual provision shall further provide that the PUD and the CFD are third party beneficiaries of
such disclosure requirements and that the purchaser of any of the Subject Property will indemnify the
PUD, the CFD and their respective officers and employees for any failure of such purchaser to
disclose the Special Tax as required by law.
I
9. Developer Responsibilities. The Developer acknowledges that it is represented by #its own separate legal counsel in regard to the proceedings for the formation of the CFD, the levy of f
the Special Tax, the authorization and issuance of the Bonds, the negotiation of this agreement, and
the process of constructing and installing the Facilities. The Developer accepts responsibility for and
8
DOCSOC 1055219v 1/2 292 5-00 10
shall be responsible for identification of and for compliance with all applicable laws pertaining to
constructing and installing the Facilities and the contract or contracts pertaining thereto, including, in
the case of each Facility described in Section 5, the laws that would apply to the Applicable Agency
if it were constructing such Facility itself. Notwithstanding the requirements of this Agreement, the
PUD makes no representation as to the applicability or inapplicability of any laws regarding
contracts, including contracts related to the construction and installation of the Facilities, and
especially the matters of competitive bidding and the payment of prevailing wages. The PUD may,
in its sole discretion, supply guidance to the Developer with respect to laws governing the
construction of an improvement by the PUD if requested to do by the Developer: and the PUD shall
take no action against the Developer by reason of any act, or failure to act, of the Developer that is in
strict conformance with any written guidance provided to the Developer by the PUD Authorized
Representative. Whether or not the PUD shall have provided any such guidance to the Developer,
the Developer will neither seek to hold nor hold the PUD liable for any consequences of any failure
by the Developer to correctly determine applicability of any such requirements to any contract it
enters into, irrespective of whether the PUD knew or should have known about applicability of any
such requirement. This paragraph shall apply with respect to any enforcement action, whether public
or private, and whether brought by a public enforcement agency or by private civil litigation, against
the Developer or the PUD or both with respect to the matters addressed by this paragraph.
10. Special Tax Levy. In order to assure the highest possible level of accuracy in the
annual levy of the Special Tax, the PUD will use reasonable efforts to provide the Developer with a
copy of the proposed annual levy by July 1 of each year so that the Developer may review and
comment on it prior to its submittal to Nevada County, provided that the PUD's failure to do so will
not be a breach of this Agreement and will not prevent the PUD from filing the proposed annual levy
with Nevada County at such time as it deems necessary or appropriate. The provisions of this section
will expire and be of no further force or effect on the earlier of(i) the date on which the Developers
no longer owns property within the CFD that is responsible for more than 20% of the total Special
Tax that may be levied on property within the CFD or(it) July 1, 2014.
11. Notices. Any notices required to be given pursuant to this agreement shall be given
in writing and shall be mailed to the parties at the following addresses:
PUD: Truckee Donner Public Utility District
11570 Donner Pass Road
P.O. Box 309
Truckee, California 96160
Attention: General Manager
Developer: Gray's Crossing, LLC
c/o East West Partners - Tahoe
P.O. Box 2537
Truckee, California 96160
Attention: Mark Wasley
12. Miscellaneous. This Agreement and any dispute arising hereunder shall be governed
by and interpreted in accordance with the laws of the State of California. Any action at law or in
equity arising under this Agreement brought by any party hereto for the purpose of enforcing,
construing or determining the validity of any provision of this Agreement shall be filed and tried in
9
DOCSOC/I055219v 1/22925-0010
z
t
the Nevada County Superior Court, and the parties hereby waive all provisions of law providing for
the filing, removal or change of venue to any other court.
As used herein, the singular of any word includes the plural, and terms in the masculine
gender shall include the feminine and vice versa.
The parties hereto hereby agree that an implied standard of reasonableness shall govern all
actions of the parties hereunder, and the parties hereby covenant to one another to act in good faith
and to deal fairly with one another to effectuate the purposes of this Agreement.
This is intended to be a fully integrated agreement which contains the entire agreement
between the parties with respect to the matters pertaining to the process of acquisition by the PUD of
the Facilities.
Time is of the essence with respect to this Agreement and each and every provision hereof.
Except as may be specifically provided herein to the contrary, no third party shall be the
express or implied beneficiary of this Agreement or any of its provisions, and no such third party
may bring any action in law or equity with respect thereto.
F
2
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DOCSOGI 055219v 1/22925-0010 E.
,`f
_ -..._...... ._ _ _ .
IN WITNESS WHEREOF, the parties hereto have caused this Acquisition and Disclosure
Agreement to he executed by their authorized representatives as of the effective date stated above.
TRUCKEE DONNER PUBLIC lTILITY
DISTRICT
By:
President ofthe Board of Directors
Attest:
By:
District Clerk
GRAY'S CROSSING, 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
i
s
f
i
2
Il
DOCSOG I 055219v 1 f22925-0010
EXHIBIT A
FACILITIES, SEGMENTS AND ACQUISITION PRICES
PUD-NN atc,Facilities
Water source distribution system serving flI residential and commercial
properties included In the area described as Phase F
Water Connection Fees for contructon phases included in the area described as Phase 1, 1,194,000
Water soul cc drstylblinful system serving III residential and commercial 116,000
Pr,)Pn lea included in ilia a
j D N`dt'P F, area described as Phase 11,
Wat
er
on
Water
P L a r r
r t
Connection L
d I
W
d
if
i
Fe
es
il'c
her
c a r
Water
Connection
4 Wale' Conne"Jon Fees olmo'llcon Phases included in the area described as Phase 11, 1,194,000
s Water some,in,dibunon"stem serving all residential and Commercial 116,000
Pi 01lei;res included in the area described as Phase 111,
Water Water Connection Fees to,contructon phases included at the area described as Phase 111, 1,015,000
7 Water source rfiso,buitor v,mM serving all residential and commercial 116.000
'd
Properties included in the area described as Phase IV,
i, Water Connection Fees fill contructon phases included in the area described as Phase IV. 1-612,000
9 Wale'source'all"For On SVLIcm serving all residential and commercial 116,000
Water
properties Walden 11 the 111t,1111,0,d Is he Neighborhood Commercial.
Fees
ley Connection Fees fin'contractor phases Included in the
10 Water Connection 396,000
area described as Neighborhood Commercial.
I I Water source 24"]are from Sanders to Fiberboard waterer ossing 83,000
12 Water source-7 DPUD Payment 2,130.000
Total PUD-Water Facilities 828,000
PUD-Eliectrigill Facilities 8M6,000
13 Electrical infrastructure and clumcc!"m fees required to service residential and commercial
Parcels Included 11 the...a described as Phase 1.
14 Electrical Facilities Fees for contructon Phases included in the area described as Phase 1. 1,110,000
15 Elect,tell]infrastructure and connection fees required to service residential and commercial 264,000
parcels included in the area described its Phase IF
16 Electrical I tinfiftles Fees for contructon Phases included in the are,desanlied a,Phase 11, 1,796,000
17 F lectrical infiastiticture and connection fees required to service resa:!,raraj and commercial 403,000
Parcels included in the area described as Phase HE
Is Electrical Facilities Fees for,contractile phase,included in Ill,area call,lbed as I'd...Ill. 1,
132,000
19 Electrical Infrastructure and connection fees required ill service residential and commercial
parcels included in the area described as Phase IV,
20 Electrical Facilities Fees for contractor)Phase'Included in the area described as Phase TV. 1.633,000
21 Electrical alfilistructure and connection fees required to service residential and commercial 224,000
22 and commercial parcels Included ill the area described as the Neighborhood Commercial.Electrical Facilities Fees for contructon phases included in the 369,000
area described as Neighborhood Commercial,
23 Eleco sed Facilities to connect from Projects Northeast boundary to existing 154,000
system including co%erston(if overhead line from single phase to three phase line.
Total PUD-Electrical Facilities 267,000
PUD-Fiber Facilities 8,248,000
23 Fiber infrastructure connecting residential and commercial parcels included in the
area described as Phase 1.
24 Fiber infrastructure connecting residential and commercial parcels included in the 265,000
area described as Phase 11,
25 Fiber infrastructure connecting residential and commercial parcels included in the 265,000
area described as Phase 111.
26 Fiber infrastructure locture connecting residential and commercial parcels included in the 225,000
area described as Phase IV,
27 Fiber infrastructure connecting residential and commercial parcels included in the 358,000
area described as the Neighborhood Commercial,
Total PUD-Fiber Facilities 49,000
1,162.000 is
L (continued next page)
A-]
DOCSOC/I 055219v 1/22925-0010
EXHIBIT A (continued)
FACILITIES, SEGMENTS AND ACQUISITION PRICES
Town-Roadways
28 Roadways connecting single family lots included in the area describcd as Phase 1. 2,622,000
29 Roadways and bridges connecting single family lots included in the area described as Phase 11. 2.241,000
30 Roadways connecting single family lots included in the area described as Phase IIL 1,905,000
31 koadways connecting single family tots included in the area described as Phase IV. 3,631.000
32 Roadway improvements on Prosser Dam Road including median landscaping
bathe calming and Class I Bike Trails 1,997.000
Total Town-Roadways 12,396,000
Town-Storm Water4vstems
33 Storm water systems including all v-ditches,culverts and infiltration ponds
associated with and included m the area described as Phase 1. 701,000
34 Storm water systems including all v-ditches,culverts and infiltration ponds
associated with and included In the area described as Phase H, 778,000
35 Storm water systems including all v-ditches,culverts and infiltration ponds
associated with and included in the area described as Phase III. 662,000
36 Storm water systems including all v-ditches,Culverts and infiltration ponds
associated with and included in the area described as Phase IV, 1.051,000
37 Storm water systems including all v-ditches,culvert and infiltration ponds
associated with and included with the Improvements on Prosser Dam Road 533.000
Total Town-Storm Water Systems 3,725.000
TSD-Sanitary Sewer Fariliti
38 Sewer facilities connecting residential and commercial parcels to lift station
and all other sanitary facilities required to service the area described as Phase 1. 1761 MO
39 Sewer facilities connecting residential and commercial parcels to lift station
and all other sanitary Pacilities required to service the area described as Phase ill. 1,76L000
40 Sewer facilities connecting residential and commercial parcels to hit station
and all other sanitary facilities required to service the area described as Phase till. 1,497,000
41 Sewer facilities connecting residential and commercial parcels to lift station
and all other sanitary facilities required to service the area described as Phase IV, 2,377,000
42 Sewer facilities connecting residential and commercial parcels to hit station and all other
s mmuv facilities required to set vice the area described as the Neighborhood Commercial. 356.000
43 Sever leu dares including 6 men force mom and Fit station servicing east side constructed
mdth either Phase II or Phase IF improvements 633,000
Total TSD-Sanitary Sewer Facilities 8,385.000
Cal Trans-Hinhway Traffic Facilities
44 Intersection and Traffic Improvements at H WY 89 @ Prosser Dam Road 1,331.000
45 Intersection and Traffic Improvements at H WY s9 lor Donner Pass Road 1,331.000
Toni Cal Trans-Highway Traffic Facilities 2dn2000
SWG-Natural Gas Facilities
46 Natural Gas service connecting residential and commercial parcels included in the
area described as Phase 1. 234,000
47 Natural Gas service connecting residential and commercial parcels included in the
area described as Phase❑. '34,000
48 Natural Gas service connecting residential and commercial parcels included in the
area described as Phase III. 199,000
49 Natural Gas service connecting residential and commercial parcels fitcloded in the
area described as Phase IV. 316,000
50 Natural Gas service connecting residential and commercial parcels included in the
area described as the Neighborhood Commercial. 49,000
l'ural SWG-Natural Gas Facilities 1,032,000
SPP-Power Line Relocation
51 Siena Pacific-Transmission Powerline Relocation 1,331,000
Total SPP-Power Line Relocation 1,331,000
47,857.000
A-2
DOCSOC/1055219v 1/22925-0010
0
0
o ( IDENTIFICATION OF PHASES FOR
0 FEND PROPOSED COMMUNITY FACILITIES DISTRICT N0.04-1
SITE (GRAY'S CROSSING)
N ' - TRUCKEE DONNER PUBLIC UTILITY DISTRICT
< ! COUNTY OF NEVADA
STATE OF CALIFORNIA
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.................
EXHIBIT B
FORM OF PUD FACILITIES PAYMENT REQUEST
Truckee Donner Public Utility District
Community Facilities District No. 04-I
(Gray's Crossing)
The undersigned hereby requests payment of the Purchase Price of the Segment or Segments
described in Attachment A attached hereto. Capitalized undefined teens shall have the meanings
ascribed thereto in the Acquisition and Funding Agreement, dated as of .July 22, 2004 (the
"Acquisition Agreement"), by and between the Truckee Donner Public Utility District (the "PUD"),
on behalf of itself and the Truckee Donner Public Utility District Community Facilities District
No. 04-1 (Gray's Crossing) (the "CFD"), and Gray's Crossing, LLC (the 'Developer"). In
connection with this Payment Request, the undersigned hereby represents and warrants to the CFD
and the PUD as follows:
duly authorized officer of the
request for payment on behalf f the Developert� and knowledgeable as to the qualified mat rsforth herein`ute this
2. Each of the Segments described in Attachment A has been completed in
accordance with the Plans therefor.
3. The true and correct Actual Cost of each Segment for which payment is
requested is set forth in Attachment A.
4. Attached hereto are invoices, receipts, worksheets and other evidence of costs
which are in sufficient detail to allow the PUD Authorized Representative to verify the Actual Cost of
each Segment for which payment is requested.
5. There has not been filed with or served upon the Developer notice of any lien,
right to lien or attachment upon, or claim affecting the right to receive the payment requested herein
which has not been released or will not be released simultaneously with the payment of such obligation,
other than materialmen's or mechanics'liens accruing by operation of law. Copies of lien releases for all
work for which payment is requested hereunder are attached hereto.
Agreement. 6. The Developer is in compliance with the terms and provisions of the Acquisition
I hereby declare under penalty of perjury that the above representations and
warranties are taste and correct.
Date:
Developer Representative
s
a
B—I
DOCSOC/1055219v 1/22925-0010
APPROVAL BY THE PUD AUTHORIZED REPRESENTATIVE
The Actual Cost of each Segment described in Attachment A has been reviewed, verified and
approved by the PUD Authorized Representative. Payment of the Purchase Price of each such
Segment is hereby approved.
Date:
By:
Truckee Donner Public Utility District
Assistant General Manager
3
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z
F
}
2
B-L
DOCSOGI055219v 1,222925-0010
ATTACHMENT A
Se 7ment Ac uisition Cost Actual Cost Purchase Price*
Total Purchase Price to
be Paid:
*Lesser of Acquisition Cost or Actual Cost
i
t
s
3
Y
'}}
B�3
DOCSOC/I 055219V 1/22 92 5-00 1 0
i
EXHIBIT C
FORM OF OTHER FACILITIES PAYMENT REQUEST
Truckee Donner Public Utility District
Community Facilities District No. 04-1
(Gray's Crossing)
The undersigned hereby requests payment of the Purchase Price of the Segment or Segments
described in Attachment A attached hereto. Capitalized undefined terms shall have the meanings
ascribed thereto in the Acquisition and Funding Agreement, dated as of July 22, 2004 (the
"Acquisition Agreement"), by and between the Truckee Donner Public Utility District (the "PUD"),
on behalf of itself and the Truckee Donner Public Utility District Community Facilities District
No. 04-1 (Gray's Crossing) (the "CF )"), and Gray's Crossing LLC (the "Developer"). In
connection with this Payment Request, the undersigned hereby represents and warrants to the PUD,
the CFD and the Town as follows:
1. He (she) is a duly authorized officer of the Developer, qualified to execute this
request for payment on behalf of the Developer and knowledgeable as to the matters forth herein.
2. Each of the Segments described in Attachment A has been completed in
accordance with the Plans therefor.
3. The true and correct Actual Cost of each Segment for which payment is
requested is set forth in Attachment A.
4. Attached hereto are invoices, receipts, worksheets and other evidence of costs
which arc in sufficient detail to allow the of the to verify the Actual
Cost of each Segment for which payment is requested.
5. The Developer has submitted or submits herewith to the of the
_ as-built drawings or similar plans and specifications for the Segments for which
payment is requested, and such drawings or plans and specifications, as applicable, are true, correct and
complete.
6. There has not been filed with or served upon the Developer notice of any lien,
right to lien or attachment upon, or claim affecting the right to receive the payment requested herein
which has not been released or will not be released simultaneously with the payment of such obligation,
other than materialmen's or mechanics'liens accruing by operation of law. Copies of lien releases for all
work for which payment is requested hereunder are attached hereto.
7. The Developer is in compliance with the terns and provisions of the Acquisition
Agreement.
I hereby declare under penalty of perjury that the above representations and
warranties are true and correct.
Date:
Developer Representative
C-1
DOCSOC/1055219v 1/22925-0010
i
APPROVAL BY THE
The Aetna] Cost of each Segment described in Attachment A has been reviewed, verified and
approved by the undersigned. Payment of the Purchase Price of each such Segment is hereby
approved.
Date:
By:
APPROVAL BY THE PUD AUTHORIZED REPRESENTATIVE
Based upon the representations and warranties of the Developer and the approval of the
Town,payment of the Purchase Price for each Segment is hereby approved.
Date:
By:
Truckee Donner Public Utilities District
Assistant General Manager
C-2
DOCSOC/I055219v 1/22925-0010
ATTACHMENT A
Seement Acquisition Cost
Actual Cost Purchase Price*
Total Purchase Price to
be Paid:
*Lesser of Acquisition Cost or Actual Cost
1
S
-0010
C-;
DOCSOC/I0552 19v 1/22925 i
t
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