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HomeMy WebLinkAbout Attachment 1Coldstream Develepment and Reimbursement AgreementAttachment 1 PHASE 3 FINAL DEVELOPMENT AND REIMBURSEMENT AGREEMENT BETWEEN THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND COLDSTREAM PROPERTIES, LLC FOR CONSTRUCTION OF CERTAIN POTABLE WATER SYSTEM IMPROVEMENTS APN 018-560-016 Coldstream (Planned Community 1) This Phase 3 Final Development and Reimbursement Agreement for Construction of Certain Potable Water System Improvements ("Agreement") is entered into as of , 2020 between the TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a local public agency of the State of California, ("District"), and COLDSTREAM PROPERTIES, LLC, a Delaware limited liability company ("Developer") with respect to the following facts: RECITALS A. Developer is the owner a portion of that certain real property located within Nevada County, California, known as Resultant Parcel 2 as shown on the Boundary Line Adjustment recorded on August 8, 2018, as document# 20180015622 ("Property"), and intends to develop the Property as a phase of the Coldstream Specific Plan which will ultimately include up to 300 residential units, up to 30,000 square feet of commercial space, open space and an approximately 3.8± gross acre park site in accordance with entitlements granted and tentative maps approved by the Town of Truckee contained in Town of Truckee Town Council Resolution No. 2014-45 which was adopted on September 23, 2014 (the Coldstream Specific Plan being the "Project"). B. Due to the size, location and complexity of the Project, Developer intends to develop the Project in multiple distinct development phases (individually a "Phase" and collectively "Phases"), consistent with the Coldstream Specific Plan and entitlements granted and tentative maps approved by the Town of Truckee contained in Town of Truckee Town Council Resolution No. 2014-45 which was adopted on September 23, 2014. Developer may construct some Phases concurrently and others may be constructed prior to the completion of other Phases. This Agreement addresses offsite improvements and Phase 3 of the Project ("Phase 3") as shown on the Anticipated Phasing Exhibit of the approved tentative maps for the Project, a copy of which is attached hereto as Exhibit "A", C. The Property is located within the District's potable water service area, and Developer has requested that District provide potable water services to Phase 3, but the District cannot do so unless and until certain additional facilities generally described in the next two recitals are constructed and fully operational; and D. Developer hereby agrees, in order to obtain water service to Phase 3, to construct a {00884237.DOCX 3 11 complete water distribution system for Phase 3 for domestic, fire protection and landscape irrigation uses, which system shall include but not be limited to pipes, valves, service laterals, and related equipment, in accordance with plans and specifications duly approved by the District. Such system shall hereafter be referred to as the "Phase 3 Water Distribution System." E. Developer further agrees, in order to obtain water service to Phase 3, to construct a new aboveground welded steel potable water storage tank (230,000-gallon capacity) at the District's Red Mountain Tank Site. Construction of the new tank shall include design of the site, new storage tank, and the related facilities and appurtenances, removal and disposal of the old storage tank, site grading as required, foundations, connections to the existing site piping and other appurtenances (collectively "Tank Facilities"), all in accordance with plans and specifications which will be prepared by Developer and will need to be approved by the District. F. The Phase 3 Water Distribution System and Tank Facilities are facilities necessary for the District to provide potable water service to Phase 3. Developer has requested that the District accept f the Phase 3 Water Distribution System in accordance with plans and specifications duly approved by the District. Developer has further requested that, upon completion, the District shall thereafter own, operate, maintain, repair, and replace these improvements as part of its water storage and distribution system. G. Complete plans and specifications for the construction of the Phase 3 Water Distribution System have been approved by the District as having been prepared in accordance with the District's Rules and Regulations and with the requirements and specifications as hereinafter set forth. Copies of these approved plans and specifications are on file in the District's Water Department. The District is willing to allow Developer, at the Developer's sole risk and at its sole cost, to construct the Phase 3 Water Distribution System in accordance with the above -referenced approved plans, specifications, and the terms and conditions of this Agreement, and the Tank Facilities in accordance with plans and specifications approved by the District and the terms and conditions of this Agreement. H. Developer has selected contractors for construction of the Phase 3 Water Distribution System. The names of the contracting firms, contact persons, mailing addresses, telephone numbers, California Contractor license, insurance coverage verification and a schedule of construction dates have been included on data sheets entitled Contractor Firm Data Sheets, and are on file in the District's Water Department. District and Developer entered into an Interim Agreement for Construction of Certain Potable Water System Improvements as of July 31, 2019, and which expired on August 26, 2019, a copy of which is attached hereto as Exhibit "B" ("Interim Agreement"), whereby Developer constructed certain water distribution facilities for Phase 3, and has not connected those facilities to the District's water storage and distribution system. The Interim Agreement contemplated that District and Developer would enter into a Final Development and Reimbursement Agreement in order to permit Developer to connect the facilities constructed pursuant to the Interim Agreement to the District's water storage and distribution system, complete the construction of the Water Distribution System and Tank Facilities, dedicate all such facilities to the District and receive reimbursement for the Tank Facilities. The following items are on file in the District office: Development Agreement application Contractor Firm Data Sheet — water 100884237.DOCX 3 12 • Temporary Blanket Public Utility Easement • Proof of Insurance Project parcel map, approved Project tentative maps and Anticipated Phasing Exhibit • Site and improvement plans - water • Estimated costs and calculation of fees — water • Improvements by and Responsibilities of Developer — water • Improvements by and Responsibilities of District — water • Project documentation policy THE PARTIES THEREFORE AGREE AS FOLLOWS: Payment of Costs and Fees. The District has prepared an estimate of its costs for materials, labor, consultants, and legal expenses that the District expects to expend for administrative, design, inspection, and actual construction activities related to the Phase 3 Water Distribution System and the Tank Facilities (hereafter collectively referred to as the "Construction Costs"). Developer has deposited with the District the amount of this estimate, which shall be applied to the actual costs as they are incurred by the District. If the actual cost exceeds the amount deposited, Developer shall pay such excess within thirty (30) days of receipt of the District's invoice for the additional costs. If the actual cost is less than the amount initially deposited, the District shall refund the difference within sixty (60) days of the date of Unconditional Acceptance of the Phase 3 Water Distribution. Developer has also paid to the District the total estimated Construction Costs and water fees as set forth in Exhibit "C". Additional facilities fees and connection fees will be required to be paid at the time water service is requested and when construction of buildings or other facilities requiring water service are initiated. All facilities fees and connection fees paid after the execution of this Agreement will be in the respective amounts in effect at the time the service request that "triggers" payment is made. 2. Phasing Plan. Developer will construct the project in Phases, and the order and timing of construction of future phases is presently unknown to Developer. As soon as Developer commences preparation of civil improvement plans for any future phase of the Project, Developer shall inform District in writing of the Phase or Phases it intends to construct next, together with a map of such Phase or Phases and a proposed schedule for such construction. Developer acknowledges and agrees that a separate development agreement for water services with the District will be required for each additional Phase. a. Improvements Required for Future Phases. The District agrees that the only off - site improvement it will require for the entire Project is the Tank Facilities. Accordingly, the District will not require the Developer to construct any additional off -site water facilities whatsoever, aside for the facilities necessary to connect the Project to the District's existing water transmission facilities, as a condition for receiving water service to residential and commercial uses within the Project. This section 2(a) only applies so long as the Project does not exceed the number of residential units and the total commercial square footage described in Recital A. The District acknowledges that a breach of this section 2(a) will interfere with Developer's rights to develop the Project. Notwithstanding any other provision of this Agreement, the District's obligations pursuant to this section 2(a) shall survive the termination of this Agreement and shall be binding with respect to, and enforceable by, any successors in interest to any portion of the property that makes up the Project. 100884237.DOCX 3 13 3. Provision of Easements - Permission to Enter Land. Developer has already executed a temporary blanket easement for Phase 3 within which all of the Phase 3 Water Distribution System facilities will be constructed and granting District, and its officers, agents and employees the right to do all things necessary to observe the construction of the Phase 3 Water Distribution System including, but not limited to, a right to ingress and egress, a right to temporarily store equipment and materials, to inspect, construction activities. The temporary easement will be abandoned upon receipt by the District of a permanent easement in a form approved by the District and suitable for recordation for the maintenance and repair of the portion of the Phase 3 Water Distribution System, which shall be provided prior to and as an express condition of acceptance by the District of the Phase 3 Water Distribution System. 4. Provision of Insurance - Upon execution of this Agreement, Developer shall provide the District with satisfactory evidence of an insurance policy written upon a form and by a company which meets with the approval of the District, insuring the District, its officers, agents and employees against loss or liability which may arise during the construction, or which may result from any of the work or construction herein required to be done, including all costs of defending any claims arising as a result thereof. The minimum limits of such policy shall be in the amount of $1,000,000 for the death of or injury to any person in any one accident and $2,000,000 for the death of or injury to more than one person in any one accident and $1,000,000 for property damage in any one accident, or in the amount of $3,000,000 each occurrence for Bodily Injury and Property Damage Combined. The limits requirement can be satisfied with any combination of primary and/or excess liability coverage. Such policy shall be written in favor of Developer or its general contractor and subcontractors and also in favor of the District, its officers, agents and employees and shall be maintained in full force and effect. Such insurance policy shall state by its terms or by an endorsement that it shall not be canceled without thirty (30) days prior written notice to the District, that the right of subrogation is waived, and that the coverage is provided on a primary and non-contributory basis. 5. Indemnification by Developer. A. Developer shall indemnify, defend and save harmless the District, its officers, agents and employees, and each of them, from and against any and all claims, demands, causes of action, damages, costs, expenses, losses, or liabilities, in law or in equity, of every kind and nature whatsoever, for, but not limited to, injury to or death of Developer, any subcontractor of Developer, or any officers, agents or employees of the District, of Developer, or of any subcontractor, or any other person, and damages to or destruction of property of the District or any other person, arising out of or in any manner directly or indirectly connected with the work to be performed under this Agreement, however caused, except to the extent claims, demands, causes of action, damages, costs, expenses, losses, or liabilities are caused by the active negligence or willful misconduct of the District. B. Developer shall also defend, protect, indemnify, and hold harmless the District, its officers, agents and employees against and from any claims and liability based upon the use, or alleged use, of any patent or patented article by Developer in the construction of the Phase 3 Water Distribution System and Tank Facilities. Developer's duty to defend and hold harmless shall include the responsibility to provide legal representation, the selection of whom shall be subject to District's approval. C. The duty of Developer to indemnify District shall include the duty to defend as set forth in California Civil Code Section 2778; provided, that nothing herein contained shall require 100884237.DOCX 3 14 Developer to defend against claims for liability excluded under the provisions of California Civil Code Section 2782. 6. Improvements by and Responsibilities of Developer. Developer shall perform and be responsible for all labor and material expenses involved in constructing the Phase 3 Water Distribution System and Tank Facilities described herein and in Exhibit "D" entitled Improvements by and Responsibilities of Developer. 7. Improvements by and Responsibilities of District. The District shall assign a Project Administrator to oversee the construction of the Phase 3 Water Distribution System. The District shall, at Developer's expense, perform and be responsible for performing the activities described in as described in Exhibit "E" entitled Improvements by and Responsibilities of District. The Construction Costs deposited with the District shall be applied to the actual construction costs unless otherwise indicated. If the actual construction costs exceed such deposit, Developer shall pay such excess within thirty (30) days of receipt of the District's invoice. 8. Construction Inspection. The District shall inspect Developer's construction from time to time, in order to determine that the Phase 3 Water Distribution System and Tank Facilities are being installed in accordance with the approved improvement plans, construction specifications and the terms of this Agreement. Developer shall notify District in writing no less than thirty (30) days prior to the date that it will begin construction of the Phase 3 Water Distribution System and the Tank Facilities. The District shall notify the Developer and/or the Developer's representatives in writing as to any deviation from the approved improvement plans, construction specifications and the terms of this Agreement, when observed by District, whether it is contemporaneous with construction or at a later time. The Developer and/or the Developer's representatives shall correct such deviation or failure as soon as is reasonably practicable after receiving such notice. 9. Timely Construction Required. Construction of the Phase 3 Water Distribution System shall be completed and Unconditional Acceptance by the District, as defined herein, shall occur within sixteen (16) months from the date Developer informed the District that construction of the Phase 3 Water Distribution System would begin. In the event Developer fails to complete the Phase 3 Water Distribution System and Tank Facilities within that time, the District may at its discretion (1) increase any and all fees and costs to equal the District's current charges, (2) require Developer's plans and specifications to be updated and redrawn to comply with the District's current standards, and (3) terminate this Agreement and recover from Developer the full cost of all expenses and charges incurred by the District, including but not limited to material, labor, backfill, paving and outside services. 10. Developer's Warranty. Developer warrants and guarantees that all labor and materials supplied by Developer for the Phase 3 Water Distribution System are and will be of a good and workmanlike quality, free of any defects of any type whatsoever for a period of one (1) year beginning on the date of Unconditional Acceptance by the District. Developer shall repair or replace, at Developer's expense, any defective material or workmanship or other malfunction or nonconformity that is identified by District during the period of this warranty. The District shall notify Developer of any defective material or workmanship or other malfunction or nonconformity promptly upon discovery. Within fifteen (15) business days after receiving such notice from the District, Developer shall commence to repair or replace the defective, malfunctioning, or nonconforming facility and will expeditiously pursue such work to completion and acceptance by the District. Emergency repairs will be coordinated and may be performed by District and charged to the Developer. 100884237.DOCX 3 }J 11. CONDITIONAL ACCEPTANCE - IF REQUESTED by Developer If Developer requests Conditional Acceptance of the Phase 3 Water Distribution System, the conditions set forth below must be complied with prior to issuance of written Conditional Acceptance from the District. A. Provision of Water Service. Upon completion of the Phase 3 Water Distribution System construction (including pressure testing and disinfection), the facilities shall remain off, without water services, until either: or 1) Conditional Acceptance of the Phase 3 Water Distribution System is issued by the District. 2) Unconditional Acceptance of the Phase 3 Water Distribution System is issued by the District. Until either of these conditions is met, water for domestic, fire protection and landscape irrigation will not be provided to Phase 3. B. Completion of Phase 3 Water Distribution System. The Phase 3 Water Distribution System shall be deemed complete when the District determines that the Phase 3 Water Distribution System has been entirely finished, properly tested, is completely functional and operational without being dependent on any portion of the District's water distribution system in an uncompleted Phase of the Project and qualifies for Unconditional Acceptance. C. Conditional Acceptance. When the District has determined that the Phase 3 Water Distribution System has been completed, the District may provide water service, on a conditional basis, to Phase 3. Conditional Acceptance will enable Developer to use the Phase 3 Water Distribution System while Developer is in the process of providing to the District those items specified in the Requirements for Unconditional Acceptance. When Developer has fully complied with all conditions set forth below, the District will issue in writing Conditionally Acceptance of the Phase 3 Water Distribution System. 1) The Developer submits a written request for Conditional Acceptance of the Phase 3 Water Distribution System using the District's form (provided upon request). 2) The Developer will arrange for District to conduct a walk-through inspection of the Phase 3 Water Distribution System. Developer will be responsible to repair, replace and or correct deficiencies, identified during this inspection. 3) The Developer submits a Conditional Acceptance Deposit for all potential water corrections that are within the limits of the portion of the Phase 3 Water Distribution System in the amount equal to five percent (5%) of the cost of the portion of the Phase 3 Water Distribution System. The method of calculating these deposits and the amounts required are on file at the District. 4) Developer shall execute an offer of dedication for the Phase 3 Water Distribution System to the District in a form satisfactory to the District, without cost, free, and clear of all liens and encumbrances. 5) Developer shall provide the District with the appropriate permanent easements in Phase 3. 100884237.DOCX 3 }6 6) Developer shall provide a copy of the final map for Phase 3, if applicable. 7) Developer shall pay any outstanding costs and fees. If the actual costs exceed the amount deposited with the District, a funds transfer agreement can be executed to transfer any remaining deposits that may be in the Electric Development Agreement (if applicable) to cover the amount due in this Agreement. 8) The District has determined that the Phase 3 Water Distribution System has been pressure tested, disinfected, successfully passed bacteriological sampling and it is appropriate to activate the water system. 9) The Conditional Acceptance Deposit will be refunded within sixty (60) days of the date of the District's issuance of Unconditional Acceptance of the Phase 3 Water Distribution System. 12. UNCONDITIONAL ACCEPTANCE REQUIREMENTS A. Project Final Walk Through Inspection. Developer acknowledges that a final walk through inspection of the Phase 3 Water Distribution System is required Developer is responsible to repair, replace and or correct deficiencies identified during this inspection. B. No Early Use of Project. Developer shall not request or obtain a temporary occupancy permit, final inspection approval, nor shall Developer use, or permit anyone else to use, any portion of the Phase 3 Water Distribution System t, until the District has granted Unconditional Acceptance in writing of the Phase 3 Water Distribution System. C. Completion of Phase. The Phase 3 Water Distribution System shall be deemed complete when the District determines that the Phase 3 Water Distribution System has been entirely finished, properly tested, is completely functional and operational without being dependent on any portion of the District's water distribution system in any uncompleted Phase of the Project and qualifies for Unconditional Acceptance. D. Within Thirty (30) Days After Completion. Within thirty (30) days after completion of the Phase 3 Water Distribution System t as determined by the District, Developer shall comply with all conditions set forth below and if Conditional Acceptance was not previously requested and granted prior to final acceptance, items CA through C.10 under Conditional Acceptance will be required. In addition to items CA through C.10, Developer shall comply with the following conditions. 1) Developer shall execute an offer of dedication for f the Phase 3 Water Distribution System to the District in a form satisfactory to the District, without cost, free, and clear of any liens or encumbrances. 2) Developer shall provide the District with the permanent easements for Phase 3, each in a form approved by the District and suitable for recordation. 3) Developer shall provide a copy of the final map for Phase 3, if applicable. 4) Developer shall pay any outstanding costs and fees. If the actual costs exceed the amount deposited with the District, a funds transfer agreement can be executed to transfer any remaining deposits that may be in the Electric Development Agreement (if applicable) to cover the amount due in this Agreement. 100884237.DOCX 3 }% 5) The District has determined that the Phase 3 Water Distribution System has been pressure tested, disinfected, successfully passed bacteriological sampling and it is appropriate to activate the water system. 6) Developer shall provide the District with documentation drawings for the Phase 3 Water Distribution System in compliance with District policy. 7) Developer shall provide the District with a maintenance bond in a form satisfactory to the District in a sum equal to fifteen percent (15%) of the ultimate construction costs of the Phase 3 Water Distribution System. This bond shall remain in effect for a period of one (1) year after the date of District Unconditional Acceptance of the Phase 3 Water Distribution System that will protect against any defects or failures in the systems that may develop during that time. 8) Developer shall provide the District with a statement of the "as -built" dollar value of the Phase 3 Water Distribution System with documentation to substantiate the stated value. 9) Prior to Unconditional Acceptance of the Phase 3 Water Distribution System by the District, Developer shall be responsible for all maintenance and repair of the Phase 3 Water Distribution System. Upon Unconditional Acceptance off the Phase 3 Water Distribution System by the District, the District shall thereafter own, operate, maintain, repair and replace the Phase 3 Water Distribution System, provided that any defective material or workmanship or other malfunction or nonconformity that is identified by District during the period of this warranty shall be repaired or replaced pursuant to Developer's warranty. 10) Following Unconditional Acceptance of the Phase 3 Water Distribution System, the District shall endeavor to provide adequate water service to Phase 3 of the Project upon completion of any permit requirements and payment of all appropriate fees and charges, in accordance with District Rules and Regulations. 13. Tank Facilities Milestones and Construction. 1. Developer shall construct the Tank Facilities at the District's Red Mountain Tank Site. Water service will be provided to the Project based on the authorizations set forth on the Development Agreement Schedule below. A. The Developer shall commence the design, permitting, and construction for the Tank Facilities subject to the following milestone deadlines ("Milestones") set forth in the Development Agreement Schedule table below. Provided that the Developer achieves the action described in the "Milestone" and "Contingency" columns, the District will, upon the request of the Developer, provide a Will -Serve Letter for the type and number of units set forth in the corresponding "Authorizations" row. 100884237.DOCX 3 18 Development Agreement Schedule Line Milestone Authorizations Contingency 1 Execute Will -Serve Letter for 48 Teichert Approval Development Phase 3 Affordable Units Agreement TDPUD Approval 2 Red Mountain Will -Serve Letter for 12 Developer provide tank Water Tank Phase 3 Market Value construction design/site plan Design/Site Plan Single Family Residential that have approved and Completed Units accepted by the District and estimated construction costs for the removal and replacement of Red Mountain Storage Tank 3 Executed Will -Serve Letter for Developer provide copy of Construction Additional 18 Phase 3 executed construction contract Contract Market Value Single and approved final design/plans for Red Mountain Family Residential Units that have been reviewed and Tank accepted by the District for the removal and replacement of the Red Mountain Storage Tank 4 Demolition and No Will -Serve Letter for Removal of this Milestone Existing Red Mount Storage Tank and all associated materials 5 Begin Will Serve 20 Additional Construction Phase 3 Single Family Residential Units 7 Completed All units and commercial Tank completed according to all Construction of uses within the Project. applicable standards and Red Mountain specifications, signed off and Storage Tank transfer of ownership accepted by TDPUD. Completion of storage tank construction and testing. Tank placed into service, regardless of the status of completion of the Phase 3 Water Distribution System. 100884237.DOCX 3 }9 B. Acceptable Security and Prevailing Wages. Upon the date that Developer enters into a contract for the construction of the Tank Facilities, Developer shall secure and present to District a financial security acceptable to the District, such as a performance bond or escrow account, to ensure construction of the Tank Facilities. If such security is provided by the contractor that will install the Tank Facilities contractor, the District must be named as an obligee on the security. The value of the bond (or other security) shall be One Hundred Twenty -Five percent (125%) of the contracted amount for the construction of the Tank Facilities. The construction contract shall require payment of prevailing wages as determined the California Department of Industrial and Labor Relations. In the event that the Developer does not meet the November 1, 2021 deadline for the Tank Facilities construction, the site and storage tank design, and other completed components of the Tank Facilities shall become the property of the District and the District shall thereafter utilize the security to construct the Tank Facilities. C. Within thirty (30) days after completion the of the Tank Facilities, Developer shall comply with all conditions set forth below and, upon Developer's compliance, the District shall provide Developer a "Tank Acceptance Notice" stating that the District has unconditionally accepted the Tank Facilities and that Developer's obligations pursuant to Section 12 of this Agreement have been satisfied in their entirety. Developer shall execute an offer of dedication for the Tank Facilities to the District in a form satisfactory to the District, without cost, free, and clear of any liens or encumbrances. 2. The District has determined that the Tank Facilities have been tested and are appropriate to activate. 3. Developer shall provide the District with documentation drawings for the Tank Facilities in compliance with District policy. 4. The contractor that constructs the Tank Facilities shall provide the District with a maintenance bond, or other financial security, in a form satisfactory to the District in a sum equal to fifteen percent (15%) of the ultimate construction costs of the Tank Facilities. This bond shall remain in effect for a period of one (1) year after the date of District Acceptance of the Tank Facilities that will protect against any defects or failures that may develop during that time. 5. Developer shall provide the District with a statement of the "as -built" dollar value of the Tank Facilities with documentation to substantiate the stated value. 6. The contractor that constructs the Tank Facilities shall provide the District with a one-year warranty for the Tank Facilities. Such warranty shall provide that the contractor will repair any defective material or workmanship, or other malfunction or nonconformity to the Tank Facility's designs that were completed pursuant to item 2 on the Development Agreement Schedule above. 100884237.DOCX 3 }1 0 D. Following acceptance of the Tank Facilities, the District shall provide adequate water service to the Project upon completion of any permit requirements and payment of all appropriate fees and charges, in accordance with District Rules and Regulations. 14. Reimbursement for Tank Facilities. A. Following completion of Tank Facilities construction and District acceptance of ownership, the District shall reimburse the Developer for the costs associated with the construction of the Tank Facilities in accordance with the following terms. B. Developer shall be reimbursed for the actual costs it incurred for the design and construction of the Tank Facilities, as evidenced by receipts, purchase orders and other documentation reasonably acceptable to the District, up to a maximum amount of $500,000.00, regardless of the actual cost to the Developer. C. If, prior to the beginning of any construction of the Tank Facilities, Developer obtains at least three (3) responsive and competitive bids/proposals for the Tank Facilities, and each such bid/proposal received, plus the costs to design the Tank Facilities and other budgeted construction -period costs such as survey, geotechnical testing, bonds and construction management, exceeds $500,000.00, then Developer shall immediately halt work on designing and constructing the Tank Facilities and, within ten (10) days of receipt of such bids/proposals, Developer shall provide the District with a copy of each such bid/proposal and meet and confer with the District to determine a mutually acceptable solution for constructing the Tank Facilities and reimbursing Developer for all costs that Developer will advance to construct the Tank Facilities. Such mutually acceptable solution must be set forth in writing as an amendment to this Agreement and be approved and executed by both parties. D. Reimbursement for the costs of the Tank Facilities will be funded solely by water facility fees collected by the District from parcels within the Project. E. The District will collect facilities fees from parcels within the Project as they are paid and distribute all such fees to Developer twice during each calendar year. The first distribution will occur on or before June 30 of each year and the second will occur on or before December 31 of each year. The District will provide Developer a summary of all facilities paid to Developer pursuant to this Agreement together with each distribution of facilities fees. F. The District will continue to distribute facilities fees collected from parcels within the Project until such time as either the Developer has been reimbursed all costs it incurred to design and construct the Tank Facilities. 100884237.DOCX 3 }1 1 15. Notices. Notices or requests from either party to the other shall be in writing and delivered or mailed, postage prepaid, to the following addresses: Correspondence: SCO PLANNING & ENGINEERING Martin Wood, P.E. 140 Litton Drive, Suite 240 Grass Valley, CA 95945 Billings: COLDSTREAM PROPERTIES, LLC Mike Isle 3500 American River Drive Sacramento, CA 95851 District: TRUCKEE DONNER PUBLIC UTILITY DISTRICT Attention: Contract Administrator 11570 Donner Pass Road Truckee, CA 96161 16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of all parties; however, Developer shall not assign any of its rights, duties or obligations under this Agreement without the prior written consent of the District. Any attempted assignment without such consent shall be void. 17. District Powers. Nothing contained herein shall be deemed to limit, restrict, or modify any authority, right, duty, or obligation given, granted, or imposed upon the District by the laws of the State of California now in effect, or hereafter adopted, nor to limit or restrict the power or authority of the District. The District may enact rules, regulations, resolutions, or ordinances, including, without limitation, creation of service zones and rate differentials applicable within the Project area that may not be applicable elsewhere, at its discretion. 18. Severability. In the event that any part or provision of this Agreement is found to be illegal or unconstitutional by a court of competent jurisdiction, such findings shall not affect the remaining parts, portions, or provisions of this Agreement. 19. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the Phase 3 Water Distribution System and Tank Facilities described herein and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties relating to the subject matter contained in this Agreement which are not fully expressed herein. The provisions of this Agreement may be waived, altered, amended or repealed in whole or in part only upon the written consent of all parties to this Agreement. This Agreement may be amended or supplemented in writing, approved and executed by the parties in the same manner as this Agreement. 20. Dispute Resolution. If at any time during the term of this Agreement process issues arise that need resolution, the Developer should submit a written request to the Phase 3 Project Administrator responsible for the project in question. Such request shall state all of the items of concern. The Developer can expect a response within ten (10) business days from receipt of request. If no resolution is reached, the Developer can request a meeting with the District's General Manager. If still no resolution is reached, the Developer can 100884237.DOCX 3 }1 2 request a meeting before the Board to resolve the issue. The item shall be agendized before the Board for the next scheduled regular Board meeting. Scheduling shall be consistent with the Brown Act and must occur with at least 72 hours prior notice. Only after this process is exhausted without resolution of the dispute may the parties proceed to litigation. If either party commences a court action against the other based on a dispute or claim to which this paragraph applies without first complying with the provisions of this paragraph, the party against whom the court action is commenced shall be entitled to recover attorney's fees or costs incurred therein, even if they would not otherwise be available in such court action. 21. Forum. Any litigation to enforce or interpret the provisions of this Agreement or the parties' rights and liabilities arising out of this Agreement or the performance hereunder shall be maintained only in the Superior Court in and for the County of Nevada, California. Nothing in this provision shall be deemed to waive or otherwise limit the application of the provisions of section 394 of the California Code of Civil Procedure. 22. Captions. The captions and headings of the different paragraphs of this Agreement are inserted for convenience of reference only and are not to be taken as part of this Agreement or to control or affect the meaning, construction, or effect of the same. 23. Necessary Acts. Each party to this Agreement agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. 24. No Waiver. The waiver by one party of the performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered as a waiver by such party of any other covenant, condition or promise. The delay in pursuing any remedy or insisting upon full performance for any breach or failure of any covenant, condition or promise shall not prevent a party from later pursuing remedies or insisting upon full performance for the same or any similar breach or failure. Nothing in the preceding sentence shall be construed as a waiver or limitation on a party's ability to assert that the remedy is barred by the Government Claims Act or the applicable statute of limitations. 25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law provisions. 26.Independent Contractor. Neither Developer, nor its officers, employees, agents or contractors are, nor shall they be deemed, officers, employees, agents or contractors of District in connection with the performance of Developer's obligations hereunder. 100884237.DOCX 3 }1 3 This Agreement shall be binding upon the parties only when signed by all parties. The District representative shall not sign this Agreement until Developer has provided all costs, fees and items required to be provided by Developer "upon execution of this Agreement." Dated: Randall Sater Coldstream Properties, LLC Dated: Michael D. Holley, P.E., General Manager Truckee Donner Public Utility District Dated: Jeff Bender, President of the Board Truckee Donner Public Utility District 100884237.DOCX 3 }1 4 EXHIBIT "A" Anticipated Phasing Exhibit {00884237.DOCX 3 }l 5 EXHIBIT "B" Interim Agreement For Construction of Certain Potable Water System Improvements 100884237.DOCX 3 }1 6 AMENDMENT TO INTERIM AGREEMENT BETWEEN THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND COLDSTREAM PROPERTIES, LLC FOR CONSTRUCTION OF CERTAIN POTABLE WATER SYSTEM IMPROVEMENTS APN 018-560-016 Coldstream (Planned Community 1) This Amendment to the Interim Agreement for Construction of Certain Potable Water System Improvements ("Interim Agreement") is entered into as of August 23, 2019 between the TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a local public agency of the State of California, hereafter referred to as "the District," and COLDSTREAM PROPERTIES, LLC, hereafter referred to as "Developer," with respect to the following facts: THE PARTIES THEREFORE AGREE AS FOLLOWS: Expiration of Interim Agreement. The Interim Agreement will expire on September 25, 2019, and shall thereafter be of no force and effect except for the requirements specified in Paragraphs 4, 5, 14, and 15, which shall survive. If negotiations can successfully be completed, it is contemplated that the parties will enter into a Final Development Agreement that will govern the rights and obligations of the parties concerning the completion of the water distribution system and the Tank facilities, the acceptance thereof by the District, and the provision of water service to the occupants of the various components of the Project once all conditions of the Final Development Agreement are fully complied with, This Amendment to the Interim Agreement shall be binding upon the parties only when signed by all parties. q Dated: Ra all Sater, Presider Coldstream Properties, LLC Dated: 2C, I a-y t 9 Michael D. Holley, P.E., General Manager Truckee Donner Public Utility District INTERIM AGREEMENT BETWEEN THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND COLDSTREAM PROPERTIES, LLC FOR CONSTRUCTION OF CERTAIN POTABLE WATER SYSTEM IMPROVEMENTS APN 018-560-016 Coldstream (Planned Community 1) This Interim Agreement for Construction of Certain Potable Water System Improvements ("Interim Agreement") is entered into as of July 31, 2019 between the TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a local public agency of the State of California, hereafter referred to as "the District," and COLDSTREAM PROPERTIES, LLC, hereafter referred to as "Developer," with respect to the following facts: RECITALS A. Developer is the owner of that certain real property located within Nevada County, California, bearing Assessor's Parcel Number 018-560-016 (the "Property"), which Developer intends to develop it by constructing on the Property the "phase 3 improvements for the Village Center", hereinafter referred to as the "Project." B. The Property is located within the District's potable water service area, and Developer has requested that District provide potable water services to the Property, but the District cannot do so unless and until certain additional facilities generally described in the next two recitals are constructed and fully operational; and C. Developer hereby agrees, in order to obtain water service to the Project, to construct a complete water distribution system for the Project for domestic and fire protection uses, landscape irrigation use, which system shall include but not be limited to pipes, valves, service laterals, and related equipment, in accordance with plans and specifications duly approved by the District. Such system shall hereafter be referred to as the "water distribution system." D. Developer further agrees, in order to obtain water service to the Project, to construct a new aboveground welded steel potable water storage tank (230,000 gallon capacity) at the Red Mountain Tank Site. Construction of the new tank shall include removal and disposal of the old storage tank, site grading as required, foundations, connections to the existing site piping and other appurtenances (hereinafter called "Tank facilities"), all in accordance with plans and specifications duly approved by the District. The Tank facilities will be the subject of a subsequent agreement between the parties. E. The Tank facilities and the water distribution system are facilities necessary for the District to provide potable water service to the Project. Developer has requested that the District accept the improvements described in the preceding sentences after they are completed in accordance with plans and specifications duly approved by the District and that the District incorporate these improvements it into its water storage and distribution system. Developer has further requested that, upon completion, the District shall thereafter own, 1 operate, maintain, repair, and replace these improvements as part of its water storage and distribution system. F. Complete plans and specifications for the construction of the water distribution system have been approved by the District as having been prepared in accordance with the District's Rules and Regulations and with the requirements and specifications as hereinafter set forth. Copies of these approved plans and specifications are on file in the District's Water Department. The District is willing to allow Developer, at the Developer's sole risk and at its sole cost, to construct the water distribution system in accordance with the above -referenced approved plans, specifications, and the terms and conditions of this agreement. G. Developer has selected contractors for construction of the water distribution system. The names of the contracting firms, contact persons, mailing addresses, telephone numbers, California Contractor license, insurance coverage verification and a schedule of construction dates have been included on data sheets entitled Contractor Firm Data Sheets, and are on file in the District's Water Department. H. The following items are on file in the District office and incorporated as recitals herein by reference: • Development Agreement application • Contractor Firm Data Sheet — water • Temporary Blanket Public Utility Easement • Proof of Insurance • Project parcel map • Site and improvement plans - water • Estimated costs and calculation of fees — water • Improvements by and Responsibilities of Developer — water • Improvements by and Responsibilities of District — water • Project documentation policy THE PARTIES THEREFORE AGREE AS FOLLOWS: 1. Expiration of Interim Agreement. This Interim Agreement will expire on August 26, 2019, and shall thereafter be of no force and effect except for the requirements specified in Paragraphs 4, 5, 14, and 15, which shall survive. If negotiations can successfully be completed, it is contemplated that the parties will enter into a Final Development Agreement that will govern the rights and obligations of the parties concerning the completion of the water distribution system and the Tank facilities, the acceptance thereof by the District, and the provision of water service to the occupants of the various components of the Project once all conditions of the Final Development Agreement are fully complied with. 2. Payment of Costs and Fees. The District has prepared an estimate of its costs for materials, labor, consultants, and legal expenses that the District expects to expend for administrative, design, inspection, and actual construction activities related to the water distribution system (hereafter collectively referred to as the "construction costs"). Upon start of construction, Developer shall deposit with the District the amount of this estimate, which shall be applied to the actual costs as they are incurred by the District. If the actual cost exceeds the amount deposited, Developer shall pay such excess within thirty (30) days of receipt of the District's invoice for the additional costs. If the actual cost is less than the amount initially deposited, the District shall refund the difference within a period to be determined by subsequent agreement. Upon execution of this Agreement, Developer shall also pay to the District the 2 total estimated construction costs and water fees as set forth in Exhibit A. Additional facilities fees and connection fees will be required to be paid at the time water service is requested and when construction of buildings or other facilities requiring water service are initiated. All facilities fees and connection fees paid after the execution of this Agreement will be in the respective amounts in effect at the time the service request that "triggers" payment is made. 3. Provision of Easements - Permission to Enter Land. Developer will execute a temporary blanket easement granting District, and its officers, agents and employees the right to do all things necessary to observe the construction of the water distribution system including, but not limited to, a right to ingress and egress, a right to temporarily store equipment and materials, to inspect, construction activities. The temporary easement will be abandoned upon receipt by the District of a permanent easement in a form approved by the District and suitable for recordation for the maintenance and repair of the water distribution system, which shall be provided prior to and as an express condition of acceptance by the District of the water distribution system. 4. Provision of Insurance. Upon execution of this agreement, Developer shall provide the District with satisfactory evidence of a Commercial General Liability or equivalent insurance policy written upon a form and by a company which meets with the approval of the District, insuring the District, its officers, agents and employees as additional insureds against loss or liability which may arise during the construction, or which may result from any of the work or construction herein required to be done, including all costs of defending any claims arising as a result thereof. The minimum limits of such policy shall be in the amount of $1,000,000 for the death of or injury to any person in any one accident and $2,000,000 for the death of or injury to more than one person in any one accident and $1,000,000 for property damage in any one accident, or in the amount of $3,000,000 each occurrence for Bodily Injury and Property Damage Combined. The limits requirement can be satisfied with any combination of primary and/or excess liability policies. Such policy shall be written in favor of Developer or its general contractor and subcontractors and also include additional insured coverage in favor of the District, its officers, agents and employees and shall be maintained in full force and effect. Such insurance policy shall state by its terms or by an endorsement that it shall not be canceled except for non-payment of premium without thirty (30) days prior written notice to the District, that the right of subrogation is waived, and that the coverage is provided on a primary and non-contributory basis. 5. Indemnification by Developer. Developer shall indemnify, defend and save harmless the District, its officers, agents and employees, and each of them, from and against any and all claims, demands, causes of action, damages, costs, expenses, losses, or liabilities, in law or in equity, of every kind and nature whatsoever, for, but not limited to, injury to or death of Developer, any subcontractor of Developer, or any officers, agents or employees of the District, of Developer, or of any subcontractor, or any other person, and damages to or destruction of property of the District or any other person, arising out of or in any manner directly or indirectly connected with the work to be performed under this Agreement, however caused, regardless of any negligence of the District or its officers, agents or employees, except to the extent claims, demands, causes of action, damages, costs, expenses, losses, or liabilities are proximately caused by the active negligence or willful misconduct of the District. Developer shall also defend, protect, indemnify, and hold harmless Indemnitees against and from any claims and liability based upon the use, or alleged use, of any patent or patented article by Developer in the construction of the water distribution system. Developer's duty to defend and hold harmless shall include the responsibility to provide legal representation, the selection of whom shall be subject to District's approval. 3 The duty of Developer to indemnify District shall include the duty to defend as set forth in California Civil Code Section 2778; provided, that nothing herein contained shall require Developer to defend against claims for liability excluded under the provisions of California Civil Code Section 2782, 6. Improvements by and Responsibilities of Developer. Developer shall perform and be responsible for all labor and material expenses involved in performing the water distribution system improvements described in Exhibit B entitled Improvements by and Responsibilities of Developer. 7. Improvements by and Responsibilities of District. The District shall assign a Project Administrator to oversee the Project. The District shall, at Developer's expense, perform and be responsible for performing the activities described in as described in Exhibit C entitled Improvements by and Responsibilities of District. The construction costs deposited with the District shall be applied to the actual construction costs unless otherwise indicated. If the actual construction costs exceed such deposit, Developer shall pay such excess within thirty (30) days of receipt of the District's invoice. 8. Construction Inspection. The District shall inspect Developer's construction from time to time, in order to determine that the water distribution system are being installed in accordance with the approved improvement plans, construction specifications and the terms of this agreement. 1) The District shall notify the Developer and/or the Developer's representatives in writing as to any deviation from the approved improvement plans, construction specifications and the terms of this Interim Agreement, when observed by District, whether it is contemporaneous with construction or at a later time. The Developer and/or the Developer's representatives shall correct such deviation or failure as soon as is reasonably practicable after receiving such notice. 9. Notices. Notices or requests from either party to the other shall be in writing and delivered or mailed, postage prepaid, to the following addresses: Correspondence: SCO PLANNING & ENGINEERING Steven L. Kline, P.E. 140 Litton Drive, Suite 240 Grass Valley, CA 95945 Billings: TEICHERT LAND CO. Mike Isle 3500 American River Drive Sacramento, CA 95851 District: TRUCKEE DONNER PUBLIC UTILITY DISTRICT Attention: Contract Administrator 11570 Donner Pass Road Truckee, CA 96161 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of all parties; however, Developer shall not assign any of its rights, duties or obligations under this Agreement without the prior written consent of the 4 District. Any attempted assignment without such consent shall be void. 11. District Powers. Nothing contained herein shall be deemed to limit, restrict, or modify any authority, right, duty, or obligation given, granted, or imposed upon the District by the laws of the State of California now in effect, or hereafter adopted, nor to limit or restrict the power or authority of the District. The District may enact rules, regulations, resolutions, or ordinances, including, without limitation, creation of service zones and rate differentials applicable within the Project area that may not be applicable elsewhere, at its discretion. 12. Severability. In the event that any part or provision of this Agreement is found to be illegal or unconstitutional by a court of competent jurisdiction, such findings shall not affect the remaining parts, portions, or provisions of this Agreement. 13. Entire Agreement. This Interim Agreement contains the entire agreement of the parties with respect to the water distribution system described herein and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties relating to the subject matter contained in this Interim Agreement which are not fully expressed herein. The provisions of this Interim Agreement may be waived, altered, amended or repealed in whole or in part only upon the written consent of all parties to this Interim Agreement. This Interim Agreement may be amended or supplemented in writing, approved and executed by the parties in the same manner as this agreement. 14. Dispute Resolution. If at any time during the term of the Interim Agreement process issues arise that need resolution, the Developer should submit a written request to the Project Administrator responsible for the project in question. Such request shall state all of the items of concern. The Developer can expect a response within 10 business days from receipt of request. If no resolution is reached, the Developer can request a meeting with the District's General Manager. If still no resolution is reached, the Developer can request a meeting before the Board to resolve the issue. The item shall be agendized before the Board for the next scheduled regular Board meeting. Scheduling shall be consistent with the Brown Act and must occur with at least 72 hours prior notice. Only after this process is exhausted without resolution of the dispute may the parties proceed to litigation. If either party commences a court action against the other based on a dispute or claim to which this paragraph applies without first complying with the provisions of this paragraph, the party against whom the court action is commenced shall be entitled to recover attorney's fees or costs incurred therein, even if they would not otherwise be available in such court action. 15. Forum. Any litigation to enforce or interpret the provisions of this Interim Agreement or the parties' rights and liabilities arising out of this Interim Agreement or the performance hereunder shall be maintained only in the courts in the Superior Court in and for the County of Nevada, California, if in state court, or the Federal Court for the Eastern District of California, if in federal court. Nothing in this provision shall be deemed to waive or otherwise limit the application of the provisions of section 394 of the California Code of Civil Procedure, 16. Captions. The captions and headings of the different paragraphs of this Interim Agreement are inserted for convenience of reference only, and are not to be taken as part of this Agreement or to control or affect the meaning, construction, or effect of the same. 17. Necessary Acts. Each party to this Interim Agreement agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the 5 provisions of this Interim Agreement, 18. No Waiver. The waiver by one party of the performance of any covenant, condition or promise shall not invalidate this Interim Agreement, nor shall it be considered as a waiver by such party of any other covenant, condition or promise. The delay in pursuing any remedy or insisting upon full performance for any breach or failure of any covenant, condition or promise shall not prevent a party from later pursuing remedies or insisting upon full performance for the same or any similar breach or failure. Nothing in the preceding sentence shall be construed as a waiver or limitation on a party's ability to assert that the remedy is barred by the Government Claims Act or the applicable statute of limitations. 19. Governing Law. This Interim Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law provisions. 20. Independent Contractor. Neither Developer, nor its officers, employees, agents or contractors are, nor shall they be deemed, officers, employees, agents or contractors of District in connection with the performance of Developer's obligations hereunder. This Interim Agreement shall be binding upon the parties only when signed by all parties. The District representative shall not sign this Interim Agreement until Developer has provided all costs, fees and items required to be provided by Developer "upon execution of this Interim Agreement." Dated- Ra dall ater, residen hf Co stream Properties, LLC Dated. Michael D. Holley, P.E., General Manager Truckee Donner Public Utility District EXHIBIT A 1.1 Estimated Costs and Fees Coldstream PC1 WO # - 19-744402 The Estimated Construction Costs are as follows: Administrative and design $ 1,000.00 Engineering & modeling $ 0.00 Construction and inspection $ 20,000.00 Proiect documentation deposit $ 9,000.00 Total Estimated Construction Costs $ 30,000.00 The Water Fees are as follows: Facilities Fee (irrigation Meter #1 - 3/4" meter) $ 7,575.00 Connection Fee (Irrigation Meter #1 - 314" meter) $ 1,330.00 Facilities Fee (Irrigation Meter #2 - 3/4" meter) $ 7,575.00 Connection Fee (Irrigation Meter #2 - 3/4" meter) $ 1,330.00 Facilities Fee (Irrigation Meter #3 - 3/4" meter) $ 7,575.00 Connection Fee 7 (Irrigation Meter #3 - 3/4" meter) Total Fees Total Estimated Costs & Fees Less Deposit Paid in Advance BALANCE DUE 1.1 $ 1,330.00 $ 26,715.00 $ 56,715.00 ($ 1,000.00) EXHIBIT B Improvements by and Responsibilities of Developer 1. Schedule a pre -construction meeting with District staff and the pipeline contractor. 2. Provide all permits required. 3. Provide all traffic control and trench protection as required per applicable laws and TDPUD field supervisor's requirements. 4. Construct water system improvements per approved plans/construction drawing. 5. Water facilities constructed under this Agreement shall be constructed by appropriately licensed contractors. Contractors shall have current and active licenses issued by the California Department of Consumer Affairs, Contractors License Board. The appropriate licenses for water system construction are typically "A — General Engineering Contractor", or "C34 — Pipeline Contractor'. 6. All construction to meet or exceed requirements of the current District WATER SYSTEM CONSTRUCTION STANDARDS. 7. Perform all water pipeline testing and disinfection per requirements of WATER SYSTEM CONSTRUCTION STANDARDS. 8. Provide compaction test results by a licensed professional. 9. Schedule main taps and meter installations with the Water Superintendent (Brian Wright 582-3957). A minimum of five working days notification is required for District crew scheduling. 10. Contact Clay Walker (582-3926) to confirm cross connection installation requirements (equipment, location, testing, etc.). 11. Compile and submit project documentation drawings in accordance with District requirements. 12. Certify that the project was constructed with approved materials and in compliance with the development agreement and the approved plans, except as noted on the project documentation drawings. 13. Schedule and attend final walk through inspection with contractor and District representatives. E EXHIBIT C Improvements by and Responsibilities of District 1. Operate water system as required including customer notification (outages), system shut -down and system flushing. 2. Attend pre -construction meeting. 3. Inspect installation and construction of Project. 4. Perform 10" hot tap. 5. Install new irrigation meters. 6. Observe pressure testing & disinfection activities. 7. Take bacteriological samples. 8. Review, approve and inspect installation of all required backflow prevention equipment. 9. Attend final walk thru inspection and prepare punch list if necessary. 10 EXHIBIT "C" Estimated Costs and Fees Coldstream PC1 WO # - 19-744402 { 00884237. DOCX 3 } 1 7 Estimated Costs Lone MOM "N :1ARTUSIUMPMEEIIN The Estimated Costs are as follows Administrative and design $ 1,000.00 Engineering & modeling $ 0.00 Construction and inspection $ 20,000.00 Proiect documentation deposit $ 9.000.00 Total Estimated Costs $ 30,000.00 The Fees as follows: Facilities Fee (Irrigation Meter #1 - 3/4" meter) $ 7,575.00 Connection Fee (Irrigation Meter #1 - 3/4" meter) $ 1,330.00 Facilities Fee (Irrigation Meter #2 - 3/4" meter) $ 7,575.00 Connection Fee (Irrigation Meter #2 - 3/4" meter) $ 1,330.00 Facilities Fee (Irrigation Meter #3 - 3/4" meter) $ 7,575.00 Connection Fee (Irrigation Meter #3 - 3/4" meter) $ 1,330.00 Total Fees $ 26,715.00 Total Estimated Costs & Fees $ 56,715.00 Less Deposit Paid in Advance ($ 1,000.00) BALANCE DUE $ 55,715.00 Page 1 EXHIBIT "D" Improvements by and Responsibilities of Developer { 00884237. DOCX 3 } 1 8 Improvements by and Responsibilities of Developer 1. Schedule a pre -construction meeting with District staff and the pipeline contractor. 2. Provide all permits required. 3. Provide all traffic control and trench protection as required per applicable laws and TDPUD field supervisor's requirements. 4. Construct water system improvements per approved plans/construction drawing. 5. Water facilities constructed under this "Development Agreement/Estimate of Water Construction" shall be constructed by appropriately licensed contractors. Contractors shall have current and active licenses issued by the California Department of Consumer Affairs, Contractors License Board. The appropriate licenses for water system construction are typically "A — General Engineering Contractor", or "C34 — Pipeline Contractor". 6. All construction to meet or exceed requirements of the current District WATER SYSTEM CONSTRUCTION STANDARDS. 7. Perform all water pipeline testing and disinfection per requirements of WATER SYSTEM CONSTRUCTION STANDARDS. 8. Provide compaction test results by a licensed professional. 9. Schedule main taps and meter installations with the Water Superintendent (Brian Wright 582-3957). A minimum of five working days notification is required for District crew scheduling. 10. Contact Clay Walker (582-3926) to confirm cross connection installation requirements (equipment, location, testing, etc.). 11. Compile and submit project documentation drawings in accordance with District requirements. 12. Certify that the project was constructed with approved materials and in compliance with the development agreement and the approved plans, except as noted on the project documentation drawings. 13. Schedule and attend final walk through inspection with contractor and District representatives. EXHIBIT "E" Improvements by and Responsibilities of District {00884237.DOCX 3 }1 9 Improvements by and Responsibilities of District 1. Operate water system as required including customer notification (outages), system shut -down and system flushing. 2. Attend pre -construction meeting. 3. Inspect installation and construction of Project. 4. Perform 10" hot tap. 5. Install new irrigation meters. 6. Observe pressure testing & disinfection activities. 7. Take bacteriological samples. 8. Review, approve and inspect installation of all required backflow prevention equipment. 9. Attend final walk thru inspection and prepare punch list if necessary.