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HomeMy WebLinkAbout11 Grays Crossing development agreement Agenda Item # 11 Public Utdity District ACTION To: Board of Directors From: Sanna Schlosser Date: May 21, 2008 Subject: Approval of Development Agreement for the Gray's Crossing Roundabout 1. WHY THIS MATTER IS BEFORE THE BOARD royal District Resolution 9527, dated September Agreements A Development rity for p of certain agreements, including Development of the Board. The Agreement exceeding $200,000 total value requires approval review guidelines listed in the Resolution indicatebehnt. "The total vlue of the the developer to refers to the total value of on-site improvementsg installed by be conveyed to the District for ownership, operation and maintenance." 2. HISTORY This overall project involves construction of Droundabout continuation of East West Highway 89, Prosser Dam Road and Alder lication for Partners development of Gray's Crossing. 2008,The lstrict and the District's is electric design an app Gray's Crossing Roundabout on Ma , and estimate were completed on May 8, 2008. 3. NEW INFORMATION This project has been approved by the Town and completion is expected this summer. The estimated District Electric Fees, to be paid by the developer, are $189,938.04, which includes Facilities Fees, Connecvalution e for hesprojectring Ueda 9 the a 5% documentation deposit. The total estimated electric work is $307,202.84. The development agreement is attached. 4. FISCAL IMPACT The developer, Gray's Crossing LLC, is paying for this project and the total expected revenue is $181 ,907.48 to pay for materials and District labor. 5. RECOMMENDATION Authorize the President of the Board to approve the Development Agreement for the Gray's Crossing Roundabout. Stephen Hollabaugh, Assistant General Michael D. Holley, General Manager Manager ELECTRIC DEVELOPMENT AGREEMENT BETWEEN THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND GRAY'S CROSSING LLC Hwy 891Prosser Dam Road/Alder Drive Roundabout#2 This agreement is entered into between the TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a local public agency of the State of California, hereafter referred to as "the District," and GRAYS CROSSING, 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, located at the intersection of Hwy 89, Prosser Dam Road & Alder Drive on which Developer intends to construct "a roundabout with utilities crossing hwy 89", hereafter referred to as the "Project." B. Developer intends to construct a complete electric distribution system for the Project in accordance with the approved plans and specifications.Such system shall hereafter be referred to as the "electric distribution system." C. NIA D. The electric distribution system is a necessary part of the Project, and Developer has requested that the District accept the system by including it within the District's existing integrated system. Developer has further requested that, upon completion, the District thereafter own, operate, maintain, repair, and replace the electric distribution system as necessary. E. The District is willing to accept the electric distribution system, providing it is properly constructed in accordance with the approved plans, specifications and terms of this agreement. F. Complete plans and specifications for the construction of the electric distribution system have been prepared in accordance with the District's Rules and Regulations and with the requirements and specifications as hereafter set forth. Copies of the approved plans and specifications are on file in the District's Electric Department. G. Developer has selected contractors for construction of the electric portions of this Project.The ling addresses,telephone numbers and a names of the contracting firms,a es have been included schedule of construction d n data sheets entitled Contractor Firm Data Sheets, and are on file in the District's Electric Department. H. The following items are on file in the District office and incorporated herein by reference: • Development agreement application • Contractor firm data sheet—electric • Project parcel map 1 Site and Improvement plans—electric Estimated costs and calculation of fees—electric Improvements by and Responsibilities of Developer—electric Improvements by and Responsibilities of District—electric Project documentation policy The parties agree as follows: 1. 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 (hereafter collectively referred to as the "construction costs"). Upon start of construction, Developer shall deposit with the District amounts that shall be applied to the actual construction costs 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. If the actual cost is less than the amount deposited, the District shall refund the difference within thirty(30)days of unconditional acceptance of the electric distribution system. Upon execution of this agreement, Developer shall also pay to the District the fees set forth in the estimated construction costs and calculation of electric fees. At the time electric service is requested and construction of buildings or other facilities requiring electric service are initiated, the payment of facilities and connection fees will be required. Facilities and connection fees paid will be at the rate in effect at the time service is requested. 2. N/A 3. NIA 4. Provision of Easements-Permission to Enter Land. Developer will provide the District with copies of the appropriate Encroachment&Right of Way Permits granting the District the right to do all things necessary for the construction of the electric facilities including,but not limited to, a right to ingress and egress, a right to temporarily store equipment and materials, to excavate,to drive vehicles over,to place markers on,to survey,to inspect and repair,and to remove rocks, boulders,trees and plant life in the course of excavation or re-excavation,and to permanently maintain and repair the electric distribution system. The District will not begin any work until it has received copies of the Encroachment & Right of Way Permits which meet the approval of the District. 5. 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 $1,000,000 for the death of or injury to more than one person in any one accident and$500,000 for property damage in any one accident. 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 until the electric distribution system is unconditionally accepted by the District. 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. 6. Indemnification by Developer. Developer shall indemnify, defend and save harmless the District, its officers, agents and employees,and each of them,of and from 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,be it active or passive, except the sole negligence or willful misconduct of the District. 7. Im rovements by and Responsibilities of Developer. Developer shall perform and be responsible for all labor and material expenses involved in performing the electric distribution system improvements described in the drawing attachment entitled General Construction Notes. g. Improvements by and Responsibilities of District. The District shall perform electric distribution system improvements at Developer's expense as described in the drawing attachment entitled General Construction Notes. 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. g. Construction Inspection.The District shall inspect the construction from time to time,in order approved to determine that thens, electrconstruction distribution and the terms oft accordance agreeth the ment. app improvement plans, a. 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.The Developer and/or the Developer's representatives shall correct such deviation or failure as soon as is reasonably practicable. 10. Timely Construction Required. Construction of the electric distribution system shall be completed, as defined herein, within twenty four(24) months from the date of execution of this agreement. In the event Developer fails to complete the electric distribution system within that time,the District may in 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. 11. Developer's Warranty. Developer warrants and guarantees that all labor and materials supplied by Developer are of a good and workmanlike quality,free of any defects of any type whatsoever for a period of one(1)year after unconditional acceptance by the District.Within the period of this warranty, Developer shall repair or replace, at Developer's expense, any defective material or workmanship.The District shall notify Developer of any malfunction or nonconformity promptly upon discovery. Within fifteen (15) business days after receiving notice from the District, Developer shall commence to repair or replace the defective part and will expeditiously pursue such work to completion. Emergency repairs will be coordinated by District and charged to the Developer. 12. 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 3 the Project, nor eveloper use or portion of the electric distribution system °phuntilDthe District has gra tied ermit anyone else to use any electric sere supplied by the District conditional acceptance in writing. Developer electricity for construction'th the purposes. Distpermrict shall be ission and prior to conditional acceptance, use tY entitled to terminate, without notice, any electric usage by Developer or any other person, other than that required for construction purposes,occurring prior to conditional acceptance by the District of the entire electric distribution system. 13. Completion of the System. Cotion stemall hase deeme complete when been entirely finished, proper , tDelsted distribution s t determines that the electric Y and ready to service the Project in accordance with the Districts Rules and Regulations. 14. Conditional Acceptance. When the District has determined that the electric distribution system has been completed, the District may conditionally accept the system and may provide electric service, on a conditional basis, to the Project. Conditional service shall be provided to enable Developer to use the Project while Developer is in the process of providing to the District those items specified in the paragraph entitled 'Requirements for Unconditional Acceptance. Any conditional acceptance shall be in writing. If at any time the District, in its sole discretion, determines that Developer is not making adequate progress toward providing the District with the required items, then the District may, after providing thirty(30)days prior written notice,discontinue conditional electric service to the Project. Any electric service provided by the District prior to unconditional acceptance of the electric distribution system shall be deemed conditional service. 15. Requirements for Unconditional Acceptance. Within thirty (30) days after completion as determined by the District, Developer shall fully comply with all steps set forth below, and upon such full compliance, the District shall unconditionally accept the electric distribution system. a. Developer shall execute an offer of dedication for the electric distribution system to the District in a form satisfactory to the District, without cost, free, and clear of all liens and encumbrances. b. Developer shall 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. C. Developer shall provide the District with project documentation drawings in compliance with District policy(see attached). d. Developer shall provide the District with the appropriate permanent easements. e. NIA f. Developer shall provide the District with a statement of the"as-built' dollar value of the installed electric distribution system with documentation to substantiate the stated value. g. Developer shall pay any outstanding costs and fees. 16. Responsibilities After Unconditional Acceptance. Prior to unconditional acceptance of the electric distribution system by the District, Developer shall be responsible for all maintenance and repair of the electric distribution system. Upon unconditional acceptance of the electric therefter own, operate, distribution system by the District,the District unless such aepairs or replacements aremaintain, covered and replace the electric distributionsystem, by Developer's warranty.Thereafter,the District shall use its best efforts to provide adequate electric service to the Project upon request and payment of all appropriate fees and charges, in accordance with California law and District Rules and Regulations. 17. Notices. Notices or requests from either party to the other shall be in writing and delivered or mailed, postage prepaid, to the following addresses: GRAY'S CROSSING LLC Jeff Butterworth P.O. Box 2537 Truckee, CA 96160 TRUCKEE DONNER PUBLIC UTILITY DISTRICT Post Office Box 309 Truckee, CA 96160 18. Successors and Assigns. This Agreemen shalla�est howeb er,b1nding upon and Developer hall inure not assign any its fit of the successors and assigns of a p rights, duties or obligations under this Agreement without the prior written consent of the District. 19. District Powers. Nothing contained herein shall be deemed to limit, restrict, or modify any 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 ones an rate adiscretion.diretials applicable within the Project area that may not be applicableelsewhere, 20. aeverabifity. 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. 21. Attorneys' Fees. In the event of any litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable attorneys'fees and costs incurred therein or in the enforcement or collection of any judgment or award rendered therein. rt 22. Entire re Agement. This Agreement contains the entire agreement of the paies 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. 23. 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 courts in the County of Nevada, California. 5 24. 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. 25. 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. 26. 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. 27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 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: Grays Crossing, LLC by Jeff Butterworth, Project Manager Dated: Michael D. Holley, P.E., General Manager Truckee Donner Public Utility District Dated: Tim F. Taylor, President of the Board Truckee Donner Public Utility District 6 Estimated Costs and Calculation of Fees ESTIMATED ELECTRIC FEES FACILITIES, CONNECTION, AND METERING Gray's Crossing Roundabout WO#08-644252 1.FACILITIES FEES One 200A, 120/240V Single Phase Meter $1,298.00 Total Facilities Fees $1,298.00 2.CONNECTION FEES Three Phase Line Extension Material cost $117,934.78 Labor cost $62,384.42 Total Connection Fees $180,319.20 3.METERING FEES One 200A, 120/240V Single Phase Meter Material cost $76.05 Labor cost $214.31 $290.36 Total Metering Fees TOTAL $181,907.56 Project Documentation Deposit (see note 1.) $9,030.48 5.0% GRAND TOTAL $190,938.04 Less Deposit paid in advance ($1,000.00) BALANCE DUE $189,938.04 Note: 1.The Project Documentation Deposit will be refunded to the developer when the project ed to and accepted by the District in accordance as-build drawings have been submitt with District policy, See Development Agreement for more information. 7