AGENDA
REGULAR
REGULAR
S
S
TUDY
TUDY
S
S
ESSION
ESSION
April 15, 2020
9:00 AM
DIRECTORS PRESENT: McBride Burke Morris Ryan Williams PUBLIC COMMENTS
DISCUSSION ITEMS
1. Reimbursement Agreement and Professional Services Agreement
with Carollo Engineers, Inc., for the Development of Procurement Documents for Horsethief Canyon Water Reclamation Facility Design-Build Rehabilitation and Expansion Project
2. Amendment No. 3 to the Contract Services Agreement with Bender
CCP, Inc. for On-Call Water and Wastewater Plant Maintenance
3. Amendment to Administrative Code Section 1500 - Purchasing Policy
& Procedures
4. Canyon Lake Water Treatment Plant Status Update
5. Integrated Resources Plan Update on Lee Lake Wells
6. Quarterly Financial Report -December 2019 (Unaudited)
7. Project Updates
8. Board Committee Updates
9. Other
10. Adjournment
Members of the public may listen, observe and provide public comment telephonically by calling the following number: (510) 338-9438
Meeting Number (Access Code): 629 097 136 Meeting Password: 92530
Or participants may join the meeting online by visiting the following website:
https://evmwd.my.webex.com
STUDY SESSION
DISCUSSION OUTLINE
Date: April 15, 2020
Originator: M. Armstrong- Strategic Planning
BACKGROUND AND RECOMMENDATION
In October 2016, the Board of Directors approved an agreement related to four developments located northeast of the Horsethief Canyon development in the northern portion of the EVMWD service area.
The agreement provides for the four developers to fund the expansion of EVMWD’s Horsethief Canyon Water Reclamation Facility (WRF) by 0.3 million gallons per day (mgd) to accommodate their developments. The agreement included an opt out clause, whereby if the contract price exceeds the cost of the facility by more than 10%, the developers can elect not to participate further in the project. After the design was completed, the project went through a public bidding process for construction. The lowest bid received was more than 10% of the agreement amount, and the developers elected not to participate further in the project. At the direction of the Board, the bids were cancelled and discussions with the developers continued.
After discussions with the developers, both EVMWD and the developers determined that it would be mutually advantageous to proceed with the expansion and rehabilitation of the Horsethief WRF, utilizing a design-build method of delivery. The original design documents will be used to highlight elements of the design and construction that will not change. This may include equipment selection, process basin design, and building layouts and function. The remaining elements of the project will be left to the design-builder(s) to determine the most effective path to construction. Many of these elements have been identified as factors in the previous high bid price, with possible alternatives discussed.
Subject: REIMBURSEMENT AGREEMENT AND PROFESSIONAL
SERVICES AGREEMENT WITH CAROLLO ENGINEERS, INC., FOR THE DEVELOPMENT OF PROCUREMENT DOCUMENTS FOR HORSETHIEF CANYON WATER RECLAMATION
FACILITY DESIGN-BUILD REHABILITATION AND
In order to procure a design-builder, procurement documents identifying contractual requirements, minimum qualifications of the designer and the builder, financial stability of the design-builder, the design requirements for the project and the project elements need to be prepared. A two-step procurement process will be used to first qualify design-build teams before issuing an RFP to the selected group of teams.
As program manager of the Horsethief WRF project, Carollo maintains a high degree of project knowledge and is best suited to provide the procurement documents. Carollo has participated in meetings and discussions with the developers, original design engineer, and EVMWD staff. They are also familiar with the treatment plant and the needed upgrades. Carollo is best suited to immediately prepare the Request for Qualifications (RFQ) while working with EVMWD staff to evaluate and define design elements and prepare the RFP. This will ensure the project gets to construction as quickly as possible, to provide the needed upgrades and expansion to the Plant.
The Reimbursement Agreement provides for the developer to fully fund the cost of the RFP development. Additionally, the Agreement provides for the developers to agree to the terms and conditions of the Facility Agreement, which is an exhibit to the Reimbursement Agreement. The developers will decide to participate in the Facility Agreement after proposals for the project are received, the firm is selected, and the cost information is available.
The Facility Agreement specifies the pro-rata share of developer’s cost at 65% and EVMWD’s cost at 35%, consistent with the 2016 Agreement, and provides for fee credits toward the treatment component of the capacity fees for the developer’s cost of the expansion project. Also included in the Agreement is a provision for reimbursements, which will only be applicable if the parties to this Agreement connect less than the total EDU's of the participating developers.
Staff plans to present this item at the April 23, 2020 Board Meeting to recommend Board approval of a Reimbursement Agreement with four developers and award of a Professional Services Agreement with Carollo Engineers, Inc., in the amount of $284,798, for the development of procurement documents and RFP for a design-build method of delivery for the Horsethief WRF Expansion and Rehabilitation Project. This item, including overhead of $14,240, as well as staff time (100 hours for Engineering & 560 hours for Operations) & fringe benefits of $100,072, totals $399,110, and will be fully funded by the developers.
ENVIRONMENTAL WORK STATUS
The Initial Study and Mitigated Negative Declaration was accepted at the July 26, 2018 Regular Board Meeting.
FISCAL IMPACT
Within Budget – Yes. See attached. Attachments:
Fiscal Impact
Reimbursement Agreement Proposal
Funding Source(s): Contract No. TBD
• Developer Project No. C203720
Approved Funding Source(s): Amount
Developer Funding Per Reimbursement Agreement $ 400,000
Total Approved Funding $ 400,000
Expended / Committed to Date
-Balance Available $ 400,000
Requested Amount (399,110)
Remaining Balance $ 890
Fiscal Impact
Note: The requested amount includes 100 hours of Engineering Staff Time and 560 hours of Operations Staff Time
REIMBURSEMENT AGREEMENT
REGARDING PREPARATION OF DESIGN BUILD PROPOSAL FOR HORSETHIEF CANYON WATER RECLAMATION FACILITY
REHABILITATION/EXPANSION PROJECT BETWEEN
ELSINORE VALLEY MUNICIPAL WATER DISTRICT, a public agency
AND
TEMESCAL VALLEY LAND, LLC, a Delaware limited liability company;
SAM-HORSETHIEF, LLC, an Oregon limited liability company;
MPLC JBJ RANCH, LP, a Delaware limited partnership;
HILL COUNTRY S.A., LP, a Texas limited partnership; RICH HAVEN - VISSER, LLC, a Delaware limited liability company; and
RICHLAND VENTURES, INC., a Florida corporation
This Reimbursement Agreement Regarding Preparation of Design Build Proposal for Horsethief Canyon Water Reclamation Facility Rehabilitation/Expansion Project (“Agreement”) is entered into as of the ___ of __________, 2020 by and between the ELSINORE VALLEY MUNICIPAL WATER DISTRICT, a public agency, ("EVMWD"); and TEMESCAL VALLEY LAND, LLC, a Delaware limited liability company ("Temescal"); SAM-HORSETHIEF, LLC, an Oregon limited liability company ("SAM"); MPLC JBJ RANCH, LP, a Delaware limited partnership ("JBJ"); HILL COUNTRY S.A., LP, a Texas limited partnership ("Hill Country"); RICH HAVEN - VISSER, LLC, a Delaware limited liability company ("Rich Haven"; collectively with Hill Country, “Renaissance Ranch”); and RICHLAND VENTURES, INC., a Florida corporation ("Richland"; collectively with Temescal, SAM, and JBJ, "Developers") (the seven above-listed entities are referred to individually herein as a "Party" and collectively herein as "Parties").
This Agreement shall not become effective until the date (“Effective Date”) on which this Agreement has been approved by the Board of Directors of EVMWD and executed by the appropriate authorities of EVMWD, the Developers, and Renaissance Ranch.
R E C I T A L S
A. Temescal, SAM, JBJ, and Renaissance Ranch own certain real property
located in the unincorporated area of the County of Riverside (collectively, the "Developer
Property"), as more particularly described in Exhibit "A" ("Development Project
Location"), attached hereto and incorporated herein by reference. The Developer Property is located within the boundaries of EVMWD’s service area. The Developer Property is proposed to be developed with approximately one thousand one hundred seventy-four (1,174) equivalent dwelling units ("EDUs").
B. Developers (including Richland on behalf of Renaissance Ranch) have
applied to EVMWD for sewer service to the Developer Property. EVMWD is willing to provide service to the Developer Property subject to compliance with its rules and regulations for the provision of water and sewer service, including the construction and installation of specified facilities, as well as with the terms of the accompanying Agreement Regarding Facilities and Facilities Fees. In conjunction with EVMWD’s provision of sewer service to the Developer Property, Developers have requested that EVMWD increase the capacity of Horsethief Canyon Water Reclamation Facility ("Horsethief") to accommodate the projected sewer needs of the Developer Property at the time of build-out. Previously, EVMWD, Richland and Renaissance Ranch entered into a Development Agreement Regarding Facilities and Facilities Fees dated January 22, 2014 (the "Renaissance Ranch Agreement") regarding Richland’s obligation to design and construct facilities necessary to increase capacity in Horsethief from 0.5 Million Gallons per Day (MGD) to 0.6 MGD and EVMWD and Developers entered into a Development Agreement Regarding Facilities and Facilities Fees dated October 13, 2016 (the “Horsethief Expansion Agreement”) regarding Developers’ obligation to pay for the design and construct facilities necessary to increase capacity in Horsethief from 0.5 MGD
to 0.8 MGD. The Horsethief expansion contemplated by the Developers to accommodate projected sewer needs on the Developer Property is for capacity up to 0.8 MGD. No additional expansion of Horsethief beyond the ultimate capacity of 0.8 MGD is anticipated by EVMWD.
C. The expansion of Horsethief must be designed, constructed and installed
before EVMWD can provide sewer service to the Developer Property, other properties, and EVMWD’s service area in general. Prior to receiving the request from Developers to expand Horsethief, EVMWD already had plans to rehabilitate Horsethief (“Rehabilitation
Project”). The expansion and rehabilitation of Horsethief (collectively, the "Sewer Facilities") can be completed concurrently. EVMWD and the Developers have agreed to
use a guaranteed maximum price design-build project delivery method for the design, construction and installation of the Sewer Facilities. For purposes of this Agreement, (i) Richland and Renaissance Ranch shall be jointly and severally responsible for the performance of all obligations hereunder relating to that portion of the Developer Property owned by Hill Country and/or Rich Haven (collectively, the “Renaissance Ranch
Property”), including, without limitation, the payment of any costs that relate to the
Renaissance Ranch Property, and (ii) any default of Richland, Hill Country and/or Rich Haven hereunder shall be deemed the default of all of such parties collectively.
D. The purpose of this Agreement is to designate the responsibility for the cost
of preparing design-build procurement documents for the Sewer Facilities. The Parties recognize that it is in their best interests to coordinate the design, construction, and installation of the Sewer Facilities so as to efficiently implement EVMWD’s overall capital improvement plan and avoid duplication of facilities.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Design-Build Procurement Document Preparation. Subject to the terms of this
Agreement, pursuant to Public Contract Code section 22160 et seq., EVMWD shall prepare performance specifications and/or bridging documents, as well as a Request for Qualifications (“RFQ”) to prequalify or short-list design-build entities whose proposals shall be evaluated for final selection. EVMWD shall also prepare a Request for Proposals (“RFP”) in accordance with Public Contract Code section 22164 for the design and construction of the Sewer Facilities utilizing a design-build method.
1.1 RFP Options. EVMWD anticipates that the RFP will be prepared to include
the Rehabilitation Project plus several “Add Alternates” one of which EVMWD anticipates utilizing based on the ultimate participation of the Parties:
Rehabilitation Project Only (Rehabilitation Project) Rehabilitation Project + 0.06 – 0.09 MGD Expansion Rehabilitation Project + 0.13 – 0.15 MGD Expansion Rehabilitation Project + 0.21 – 0.22 MGD Expansion Rehabilitation Project + 0.30 MGD Expansion
Build Procurement documents as allocated and described in Exhibit "B" ("Design-Build
Procurement Document Preparation Cost Allocation"), attached hereto and
incorporated herein by reference. The cost for preparation of the design-build procurement documents shown in Exhibit “B” is an estimated amount, EVMWD shall use its best efforts to not exceed the estimated amount. Developers shall be responsible for the actual cost of the preparation of the design-build procurement documents regardless of such estimated amount. Developers’ proportionate share of the cost shall be provided by each Developer through a cash deposit (“Deposit”) delivered to EVMWD within fifteen (15) business days of the Effective Date of this Agreement. When 80% of the estimated procurement document preparation cost has been expended, EVMWD will provide an updated procurement document development cost estimate to the Developers via email (“Updated Cost Estimate”). If additional funds are required to complete the procurement documents, the Updated Cost Estimate will include a breakdown of cost for Developers utilizing the same allocation methodology as described in Exhibit “B”. Developers shall each provide the additional funding required within fifteen (15) days of receipt of the Updated Cost Estimate.
1.3 Development of RFP Options. The RFP Options that will be developed is
dependent on the number of Deposits received from Developers. If one or more Deposit(s) are not received within fifteen (15) business days upon execution of this Agreement, the RFP Option related to any Developer who did not submit its Deposit (each a
“Non-Participating Developer”) will be eliminated unless one or more of the remaining
Developers agrees to fund the Non-Participating Developers’ portion of the cost of the preparation of the Design-Build RFP document. Non-Participating Developer(s) will not able to move forward with any future expansion of the Sewer Facilities until the Rehabilitation Project is completed.
1.4 Developer and EVMWD Responsibility for Design-Build Contract Cost.
Developers and EVMWD’s responsibility for the cost of the design, construction, and installation of the Sewer Facilities is described in Exhibit "C" of the "Agreement Regarding Horsethief Canyon Water Reclamation Facilities and Facilities Fee" (Exhibit
"C", referred to herein as “Horsethief Facilities Agreement”), attached hereto and
incorporated herein by reference. Execution of this Agreement constitutes agreement to the material terms and conditions of the Horsethief Facilities Agreement.
1.5 Method of Cost Security. As described in the Horsethief Facilities
Agreement, the obligation of each individual Developer to pay their pro-rata share for the design, construction, and installation costs of the Sewer Facilities shall be fully secured through a cash deposit, letter of credit, or other security acceptable to EVMWD in its sole discretion (the "Cost Security"). Each Developer’s method of Cost Security and any associated documents needed for Cost Security must be provided to and approved by EVMWD within thirty (30) days following email notification to the Developers by EVMWD of the completion of the RFP documents.
1.6 Issuance of RFQ and RFP.
EVMWD will proceed with the issuance of the RFQ and make a selection of the qualified design-build entities with experience in this kind of work according to EVMWD’s standard prequalification process.
1.6.2 RFP. The number of RFP options that will be issued for the RFP, as described in Section 1.1, is dependent on the number of Developers who submitted the appropriate Cost Security method pursuant to Section 1.5 of this Agreement. If one or more Developers does not submit the Cost Security method option and related documents within thirty (30) days after completion of the RFP documents, such Developer(s) shall be deemed to be a Participating Developer(s) and the RFP Option related to such Non-Participating Developer(s) will not be issued as part of the RFP.
1.7 Developer Responsibility for Design Cost of Rehabilitation Project.
Developers will be responsible for the Design Cost of the Rehabilitation Project regardless of participation in the Horsethief Facilities Agreement. The proportionate percentage share for each Developer shown in Exhibit “C” of the Horsethief Facilities Agreement.
1.8 Developers Consultant. Developers have designated Dexter Wilson as their
consultant to participate in the design-build process (“Developers’ Consultant”). In the event Dexter Wilson is unwilling or unable for any reason to act as Developers’ Consultant, EVMWD shall provide a list of consultants to Developers, and Developers as a group can retain one alternate Developers’ Consultant, at their cost.
2. Indemnification. To the fullest extent permitted by law, each Developer and
Renaissance Ranch shall defend (with counsel of EVMWD’s choice), indemnify and hold EVMWD, its officials, officers, employees and agents free and harmless from any and all claims, liabilities, losses, costs, expenses, damages or injuries to property or persons, including wrongful death, in any manner caused by any acts, omissions or willful misconduct of such Developer or Renaissance Ranch, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with this Agreement (“Claims”), including without limitation, the payment of all consequential damages, attorneys’ fees and other related costs and expenses. This indemnification is not joint and several and shall only apply to a Party for their separate acts, omissions or willful misconduct. This indemnification provision shall not apply to any Claims arising out of or incident to the willful misconduct of EVMWD, its officials, officers, employees and agents. In addition, this indemnity provision and any such warranties or guarantees shall not limit any liability under law of such consultants or contractors.
3. General Provisions.
3.1 No Waiver. EVMWD’s, Developers' or Renaissance Ranch's failure to
insist on performance of any of the terms or conditions of this Agreement or to exercise any right, remedy or privilege or EVMWD’s, Developers' or Renaissance Ranch's waiver of any breach hereunder shall not thereafter be deemed a subsequent waiver of any other terms, conditions, or rights, remedies or privileges, whether of the same or similar type. No Party will be deemed to have waived any rights under this Agreement unless the waiver
is made in writing and signed by the waiving Party or that Party’s duly authorized representative. All rights and remedies provided for under this Agreement are cumulative.
3.2 Cooperation. The Parties agree to cooperate with each other in good faith
and in furtherance of the purposes of this Agreement. The Parties hereby agree to take such other reasonable actions and execute such other documents as are consistent with this Agreement and as are reasonably necessary to effectuate this Agreement; provided, however, that the foregoing shall not require EVMWD to take any legislative act or exercise its discretion in any particular manner.
3.3 Entire Agreement. This Agreement contains the final and complete
agreement between the Parties with respect to the matters herein discussed and supersedes and replaces all previous communications and agreements between them, either oral or written, to the extent such prior communications and agreements are inconsistent with this Agreement.
3.4 Assignment.
3.4.1 Assignment of Agreement. Except as expressly provided herein below, this Agreement is not assignable, in whole or in part, by Developers or Renaissance Ranch, without the prior written consent of EVMWD, and any attempt to make such assignment without the prior written consent of EVMWD shall be void and shall constitute an incurable material default under this Agreement.
3.4.2 Assignment to an Affiliate. Notwithstanding anything in this Section 3.4.2 to the contrary, any Developer may assign this Agreement without EVMWD’s consent to a “Developer Affiliate;” provided, however, an assignment to a Developer Affiliate shall not relieve such Developer from liability or responsibility from compliance with this Agreement. Such Developer and Developer Affiliate shall be jointly and severally liable for performance of this Agreement. The term “Developer Affiliate” shall mean any corporation in which the Developer, or any entity under common management or control with the Developer, owns or controls, directly or indirectly, 51% or more of the common stock, any general or limited partnership in which the Developer or any entity under common management or control with the Developer, is the managing general partner, or any limited liability company owned by the Developer or any entity under common management or control with the Developer. Such Developer shall provide EVMWD with thirty (30) days’ prior advance written notice of any assignment under this Section.
3.4.3 Assignment to a Non-Related Entity. Any Developer may, with the prior written consent of EVMWD, which will not be unreasonably withheld or delayed, assign this Agreement, in connection with a transfer of all or any portion of the Property to a nonrelated entity, provided the Developer notifies EVMWD in writing at least 30 days prior to the date of such assignment and the assignee expressly assumes the rights and obligations of the Agreement by a written agreement in a form reasonably acceptable to EVMWD. EVMWD shall promptly release the security posted by the Developer upon receipt of new security by the assignee (new landowner). Notwithstanding the foregoing,
a Developer may assign its rights to credits and reimbursements conferred pursuant to this Agreement to any third party, without EVMWD’s consent, subject to written notice to EVMWD of the identity and mailing address of the assignee and the specific tract and lots to which the assignment applies.
3.5 Attorneys’ Fees. In the event that any action or proceeding is commenced
between EVMWD, Developers and/or Renaissance Ranch, or between Developers, to enforce or interpret any term of this Agreement, the prevailing party in such action or proceeding, in addition to all other relief to which it may be entitled, shall be entitled to recover from the other party the prevailing party’s reasonable costs of suit and reasonable attorney’s fees. The attorney’s costs and fees shall include, without limitation, attorney’s costs and fees incurred on appeal and those incurred in enforcing any judgment rendered in any such action or proceeding. Such attorney’s costs and fees may be recovered as an element of costs in the underlying action or proceeding or in a separate recovery action.
3.6 Notices. All notices shall be via email or in writing. If via email, it shall
be considered given when sent. Emails will be sent to the email address shown below. If in writing, it shall be considered given: (1) when delivered in person to the recipient named below; or (2) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (3) on the date of personal delivery by Federal Express or other private commercial delivery or courier service to the recipient named below. Written notices shall be addressed as follows:
EVMWD: Elsinore Valley Municipal Water District
31315 Chaney St.
Lake Elsinore, California 92531
Attention: General Manager
DEVELOPERS:
TEMESCAL: Temescal Valley Land, LLC
10621 Civic Center Drive
Rancho Cucamonga, California 91730
Attention: Peter Pitassi
SAM: SAM-Horsethief, LLC
1200 Quail Street, Suite 220
Newport Beach, CA 92660
Attention: Erik Lunde
JBJ: MPLC JBJ Ranch, LP
4100 Newport Place, Suite 480
Newport Beach, CA 92660
Attention: Managing Director
Irvine, CA 92612
Attention: Legal Department
RENAISSANCE RANCH:
HILL COUNTRY: Hill Country S.A., LP
3161 Michelson Dr., Suite 425
Irvine, California 92612
Attention: Legal Department
RICH HAVEN: Rich Haven - Visser, LLC
3161 Michelson Dr., Suite 425
Irvine, CA 92612
Attention: Legal Department
Email notices shall be addressed as follows:
EVMWD: Margie Armstrong
Email: [email protected]
DEVELOPERS:
TEMESCAL: Peter Pitassi
Email: [email protected]
SAM: Erik Lunde
Email: [email protected]
JBJ: Managing Director
Email: [email protected]
RICHLAND: Land Development
Email: [email protected]
RENAISSANCE RANCH:
HILL COUNTRY: Land Development
Email: [email protected]
RICH HAVEN: Land Development
Any party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.
3.7 Governing Law. This Agreement and its provisions shall in all respects be
interpreted, construed, enforced and governed by and under the laws of the State of California, without regard to conflict of laws principles.
3.8 Consent to Jurisdiction, Venue and Service. Any action or proceeding
brought respecting this Agreement shall be instituted and maintained in the appropriate court in the County of Riverside, California. EVMWD, Developers and Renaissance Ranch hereby forego and waive any provision of law providing for a change of venue from such courts on the grounds that EVMWD is or may be a party to any such action or proceeding.
3.9 Modification. This Agreement may be modified only by another written
instrument duly authorized and executed by EVMWD, Developers and Renaissance Ranch.
3.10 Severability. The provisions of this Agreement are specifically made severable. If any clause, provision, rights and/or remedy provided for herein is unlawful or unenforceable, the remainder of this Agreement shall remain in effect and be enforced as if such clause, provision, right or remedy were not contained herein.
3.11 Execution. This Agreement may be executed in one or more counterparts, each of which shall be an original and all such counterparts together shall constitute the entire agreement of the Parties hereto.
3.12 Authorization. Each individual executing this Agreement hereby represents and warrants that he or she has the full power and authority to execute this Agreement on behalf of the named Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set opposite their signatures.
EVMWD:
ELSINORE VALLEY MUNICIPAL
WATER DISTRICT, a public agency
By:
Andy Morris, Board President
APPROVED AS TO LEGAL FORM: By:
Steve Anderson, General Counsel ATTEST:
By:
Terese Quintanar,
District Secretary
DEVELOPERS:
TEMESCAL VALLEY LAND, LLC, a
Delaware limited liability company
By: Diversified Pacific Development
Group, LLC, a California limited
liability company, Its Manager
By:
Matthew A. Jordan, Manager
SAM-HORSETHIEF, LLC, an Oregon
limited liability company
By: Name:
MPLC JBJ RANCH, LP, a Delaware limited partnership
By: Mission Pacific Land Company,
LLC, a Delaware limited liability
company, Its General Partner
By:
John K. Abel
Its Managing Director
RICHLAND VENTURES, INC., a Florida
corporation By:
Name:
Title:
RENAISSANCE RANCH:
The undersigned hereby consent to the terms of this Agreement and to the imposition of such terms upon the Developer Property owned by them.
HILL COUNTRY S.A., LP, a Texas limited
partnership By:
Name:
Title:
RICH HAVEN – VISSER, LLC, a Delaware
limited liability company
By: Name:
Temescal
Sam
Renaissance Ranch
JBJ
EXHIBIT "A"
Estimated Cost of Document Preparation $ 400,000
Developer Reponsibility: 35% of Total Cost $ 140,000 Basis of Allocation: Total # of EDU as outlined in 2016 Development Agreement
Regarding Facilities and Facilities Fees
Development # of EDU's % of Total Cost Allocation
Renaissance Ranch 354 29.9% 41,858 JBJ Ranch 310 26.2% 36,655 Saddleback (Temescal) 280 23.6% 33,108 Sam Horsethief 240 20.3% 28,378 Total 1,184 100.0% $140,000 Developer Reponsibility: 65% of Total Cost $ 260,000 Basis of Allocation: Total # of EDU's as provided by Developers (*)
Development # of EDU's % of Total Cost Allocation
Renaissance Ranch 354 30.2% 78,399 JBJ Ranch 310 26.4% 68,654 Saddleback (Temescal) 280 23.9% 62,010 Sam Horsethief 230 19.6% 50,937 Total 1,174 100.0% $260,000 Total Cost Development Total Cost Renaissance Ranch 120,257 JBJ Ranch 105,310 Saddleback (Temescal) 95,118 Sam Horsethief 79,315 Total $400,000 * Actual calculation will be based on total # of EDU's for Participating Developer(s)
Exhibit "B"
Design‐Build Procurement Document Preparation Cost Allocation
EXHIBIT "C"
AGREEMENT REGARDING HORSETHIEF CANYON WRF FACILITIES AND FACILITIES FEES
AGREEMENT REGARDING
HORSETHIEF CANYON WATER RECLAMATION FACILITIES AND FACILITIES FEES
BETWEEN
ELSINORE VALLEY MUNICIPAL WATER DISTRICT, a public agency
AND
TEMESCAL VALLEY LAND, LLC, a Delaware limited liability company;
SAM-HORSETHIEF, LLC, an Oregon limited liability company;
MPLC JBJ RANCH, LP, a Delaware limited partnership;
HILL COUNTRY S.A., LP, a Texas limited partnership; RICH HAVEN - VISSER, LLC, a Delaware limited liability company; and
RICHLAND VENTURES, INC., a Florida corporation
This Agreement Regarding Facilities and Facilities Fees (“Agreement”) is entered into as of the ___ of __________, 20__ by and between the ELSINORE VALLEY MUNICIPAL WATER DISTRICT, a public agency, ("EVMWD"); and TEMESCAL VALLEY LAND, LLC, a Delaware limited liability company ("Temescal"); SAM-HORSETHIEF, LLC, an Oregon limited liability company ("SAM"); MPLC JBJ RANCH, LP, a Delaware limited partnership ("JBJ"); HILL COUNTRY S.A., LP, a Texas limited partnership ("Hill Country"); RICH HAVEN - VISSER, LLC, a Delaware limited liability company ("Rich Haven"; collectively with Hill Country, “Renaissance Ranch”); and RICHLAND VENTURES, INC., a Florida corporation ("Richland"; collectively with Temescal, SAM, and JBJ, "Developers") (referred to individually herein as a "Party" and collectively herein as "Parties").
This Agreement shall not become effective until the date (“Effective Date”) on which this Agreement has been approved by the Board of Directors of EVMWD and executed by the appropriate authorities of EVMWD, the Developers, and Renaissance Ranch.
R E C I T A L S
A. Temescal, SAM, JBJ, and Renaissance Ranch own certain real property
located in the unincorporated area of the County of Riverside (collectively, the "Developer
Property"), as more particularly described in Exhibit "A" ("Development Project Location"), attached hereto and incorporated herein by reference. The Developer Property
is located within the boundaries of EVMWD’s service area. The Developer Property is proposed to be developed with approximately one thousand one hundred seventy-four (1,174) equivalent dwelling units ("EDUs").
B. Developers (including Richland on behalf of Renaissance Ranch) intend to
apply to EVMWD for sewer service to the Developer Property. EVMWD is willing to provide service to the Developer Property subject to compliance with its rules and regulations for the provision of water and sewer service, including the construction and installation of specified facilities, as well as with the terms of this Agreement and the accompanying Reimbursement Agreement Regarding Preparation of Design Build Proposal for Horsethief Canyon Water Reclamation Facility ("Horsethief") Rehabilitation/Expansion Project (“Reimbursement Agreement”). In conjunction with EVMWD’s provision of sewer service to the Developer Property, Developers have requested that EVMWD increase the capacity of Horsethief Canyon Water Reclamation Facility ("Horsethief Expansion") to accommodate the projected sewer needs of the Developer Property at the time of build-out. EVMWD and Developers entered into the Reimbursement Agreement whereby the Developers are reimbursing EVMWD for the preparation of design-build procurement documents for a rehabilitation project to include five (5) project options of a combined Rehabilitation and Expansion project for Horsethief. The Horsethief expansion contemplated by the Developers to accommodate the projected sewer needs of the Developer Property is for capacity up to 0.8 Million Gallons per Day (MGD). No additional expansion beyond the ultimate capacity of 0.8 MGD is anticipated by EVMWD.
C. In order to provide sewer service to the Developer Property, other properties, and EVMWD’s service area in general, the expansion and rehabilitation of Horsethief (collectively, the "Sewer Facilities") will be required to be designed, constructed and installed by EVMWD. EVMWD and the Developers have agreed to use a guaranteed maximum price design-build project delivery method for the design, construction and installation of the Sewer Facilities. To that end, the design-build procurement documents, including a Request for Qualifications (“RFQ”) and Request for Proposals (“RFP”) for the Horsethief Expansion will be or have been completed pursuant to the Reimbursement Agreement. Developers and EVMWD shall pay for the cost of the design, construction and installation of the Sewer Facilities in accordance with this Agreement. For purposes of this Agreement, (i) Richland and Renaissance Ranch shall be jointly and severally responsible for the performance of all obligations hereunder relating to that portion of the Developer Property owned by Hill Country and/or Rich Haven (collectively, the “Renaissance Ranch Property”), including, without limitation, the payment of any costs that relate to the Renaissance Ranch Property, and (ii) any default of Richland, Hill Country and/or Rich Haven hereunder shall be deemed the default of all of such parties collectively.
D. It is the desire of EVMWD that the Sewer Facilities to be designed and
constructed as contemplated herein be of such capacity and in such location as to provide for the orderly extension of EVMWD’s sewer system. As a result, a portion of the Sewer Facilities may be capable of providing sewer service to adjacent and additional real property that is not a part of the Developer Property.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Developers Consultant. Developers have designated Dexter Wilson as their
consultant to participate in the design-build process (“Developers’ Consultant”). In the event Dexter Wilson is unwilling or unable for any reason to act as Developers’ Consultant, EVMWD shall provide a list of consultants to Developers, and Developers as a group can retain an alternate Developers’ Consultant, at their cost.
2. Developer Responsibility for Costs.
2.1 Design-Build Contract Procurement. The design-build procurement
process shall be subject to applicable local, Federal and State regulations, including but not limited to, California Public Contract Code section 22160 et seq.
2.2 Selection of Proposal. After receipt and evaluation of such design-build
proposals and prior to awarding a contract for the design and construction of the Sewer Facilities (the "Contract"), EVMWD shall provide the proposals to Developers’ Consultant via email for their evaluation and input. EVMWD, in their evaluation of all proposals, will reasonably consider the Developer Consultant’s input, operational efficiency, and long-term benefit of EVMWD’s rate payers, and select the most qualified firm to whom EVMWD intends to award the contract. The evaluation criteria and factors will be described in the Request for Proposals (RFP) in more detail, and selection will be
Notification”) via email of: (a) the name of the most qualified firm presenting the best
value to whom EVMWD intends to award the contract, and (b) the amount of each Developer's share of the selected proposal (the "Contract Price").
2.3 Developer and EVMWD Responsibility for Costs. The estimated cost of
Sewer Facilities is shown in Exhibit “B”, Estimated Cost of Sewer Facilities”, attached hereto and incorporated herein by reference. As described herein, Developers shall pay the cost of the design of the Sewer Facilities, and Developers and EVMWD shall pay for the construction and installation of the Sewer Facilities as allocated and described in Exhibit
"C" ("Sewer Facilities Cost Allocation by Developer"), attached hereto and incorporated
herein by reference. Such costs shall include any environmental analysis under the California Environmental Quality Act (CEQA), regulatory compliance, fees, or permits required to construct the Sewer Facilities. Any portion of such costs to be borne by EVMWD shall be applied to reduce the amounts payable by Developers as described on
Exhibit "C." The obligation of each individual Developer to pay design, construction,
and installation costs of Sewer Facilities shall be fully secured through a cash deposit, letter of credit, or other security acceptable to EVMWD in its sole discretion (the "Cost
Security"). Cost Security shall be posted by each Developer within fifteen (15) business
days after Contract Notification is sent by EVMWD as outlined in section 2.2. Since the obligations of each Developer shall be fully secured in favor of EVMWD, there shall be no joint and several liability among the Developers and/or Renaissance Ranch. Advanced payments towards total costs shall be made by the Developers to EVMWD in accordance with Exhibit “F”, “Time Schedule – Payment of Fees, Deposits, Credits, and Reimbursements”, attached hereto and incorporated herein by reference.
EVMWD, Developers and Renaissance Ranch shall undertake all commercially reasonable efforts to form, prior to the award of the Contract, a single CFD anticipated to include four improvement areas, commensurate with each Party’s portion of the Developer Property, to finance, at a minimum, the full cost of the design build procurement document, design and construction of the Sewer Facilities, EVMWD sewer and water capacity fee charges, as well as other EVMWD sewer and water facilities (collectively, “EVMWD
Infrastructure”) applicable to the Developer Property located in each improvement area
(the “Construction CFD”). At the request of an individual Developer, EVMWD agrees to cooperate with such Developer in the formation of a Community Facilities District (a “Separate CFD”) for the purpose of financing the EVMWD Infrastructure applicable to such Developer’s property. As part of this cooperation and at the election of the Developer or Renaissance Ranch, EVMWD will either act as the lead agency in the formation of a Separate CFD, or will enter into a Joint Community Facilities Agreement (“JCFA”) with another public agency, for purposes of funding the EVMWD Infrastructure with CFD bond proceeds and CFD special taxes. The purpose of the Construction CFD or Separate CFD, as applicable, is to provide land secured financing to fund or partially fund the EVMWD Infrastructure by selling bonds prior to commencing construction, if possible. Such bonds may be issued in multiple series as reasonable, to fund the EVMWD Infrastructure. EVMWD agrees that the full amount of the Sewer Facilities Cost Allocation contributed by a Developer or Renaissance Ranch pursuant to this agreement may be paid for or eligible for reimbursement through the Construction CFD, Separate CFD, or JCFA, as applicable. EVMWD, Developer, and Renaissance Ranch agree that all terms and conditions of the
Construction CFD, Separate CFD, or JCFA will be in compliance with EVMWD’s policies. EVMWD acknowledges that a three to one (3:1) Value to Lien ratio is requested by the Developers.
2.4 Award of Contract. The scope of the Sewer Facilities and selected RFP
Option for award of the contract is dependent on Developer participation and the quantity of Cost Security received by EVMWD. If no Cost Security is received from any of the Developers, EVMWD intends to proceed with seeking Board approval for the award of the rehabilitation only project, which will not include facility expansion. Upon such Board approval of a Rehabilitation Project only, this Agreement, except for Section 7, Indemnification, will terminate and be of no further force or effect.
2.5 Design and Construction of Sewer Facilities. The Sewer Facilities shall be
designed and constructed in accordance with all federal, state, and local requirements, including but not limited to EVMWD’s customary standards and specifications for sewer facilities construction.
2.6 Change Orders. When change order requests are submitted by the
design-build entity who is awarded the contract for the design and construction of the Sewer Facilities ("Design-Build Entity"), EVMWD will provide the following information to Developers: a description of the change; the category of change; the cost impact; and the time impact.
In order to address the resolution of potential disputes, the Developers shall have the right to utilize the services of the Developers’ Consultant to review potential change order requests from the Design-Build Entity. Such review may be done independent of the EVMWD's review. Developers' Consultant shall abide by all the review timeframes stipulated in EVMWD's general conditions and other contractual documents. EVMWD shall promptly provide the Developer’s Consultant with all sufficient information to make a timely input. Under no circumstances will the design or construction be delayed due to Developers' Consultant's failure to provide a timely review. If Developers' review is untimely, EVMWD reserves the right to proceed with change order negotiations without input from Developers' Consultant.
After both EVMWD and Developers' Consultant have completed their timely review, an internal meeting will be scheduled to reconcile any differences in either the merits of the change request or the cost or schedule impact of the requested change. EVMWD will work with the Developer’s Consultant in good faith to complete the reconciliation process. However, EVMWD retains the right to make all final decisions based on ownership of the facility, operational efficiency, and long-term benefit of EVMWD’s rate payers.
3. Availability of Existing Capacity. There are up to 60 EDUs of capacity available
in the existing Horsethief plant. If Richland and Renaissance Ranch executes this agreement, EVMWD shall permit Richland or Renaissance Ranch to connect up to sixty (60) EDUs to its existing Horsethief plant prior to the completion of the Sewer Facilities
all costs involved in the provision of such service, including Capacity Fees and monthly
service charges. Following the issuance of a building permit for the thirtieth (30th)
Renaissance Ranch EDU, Richland or Renaissance Ranch shall also pay to EVMWD all costs related to the handling of peak overages.
4. Additional Connections to Horsethief. Should other connections in excess of these
60 EDUs be made to the Sewer Facilities by an individual or entity other than any Developer or its assign, EVMWD shall, as a condition to each such connection, for the benefit of the Developers, obtain reimbursement of the costs of the Sewer Facilities’ expansion. The reimbursement will be calculated by multiplying the number of EDU’s the individual or entity is requesting to connect by the cost per EDU for the expansion. The cost per EDU for the expansion will be calculated by the actual cost of the expansion divided by the total EDU’s of Developers who participate in this agreement. Such cost per EDU shall be increased annually from the time of receipt of the first EDU of capacity fees of any of the 1,174 total EDUs of Developers who participate in this Agreement to time of connection to Sewer Facilities utilizing the Engineering News Record Construction Cost Index and periodic price adjustments based on the United Stated Prime Rate Index to provide for cost of money inflation. Funds collected by EVMWD from the individual or entities described herein will be proportionately disbursed to each Developer who participates in this agreement on a pro-rata basis. EVMWD recognizes the facts and circumstances of this wastewater treatment plant expansion are unique and distinguishable from typical sewer service agreements given that a small group of developers have agreed to collectively fund an expansion of a treatment plant.
5. Payment of Capacity Fees. Subject to any fee credits set forth herein, Developers
shall pay to EVMWD all applicable facilities fees ("Capacity Fees") at the times provided in this Agreement or otherwise required pursuant to the applicable EVMWD ordinance or resolution, which fees and amounts currently are as described in Exhibit "D", "Capacity
Fees", attached hereto and incorporated herein by reference.
6. Credit Against Capacity Fees. As consideration for Developers' funding of the
design, construction, and installation of the Horsethief Expansion , EVMWD shall provide a credit against the treatment component of Sewer Capacity Fees as described in Exhibit
"E" ("Sewer Capacity Fee Credits"), attached hereto and incorporated herein by
reference, to the Developers who will be participating in the Design-Build Contract. Once construction of Sewer Facilities has been completed, fee credits shall be available for Developers' use in real time commensurate with the time schedule set forth in Exhibit "F." Each applicable Developer shall receive credit against the component of the Capacity Fees described in Exhibit "E," as such components may be amended, superseded or replaced, in the amount and percentage described in Exhibit "E."
The total amount of the Capacity Fee Credits shall at no point exceed the actual amount of money spent by Developers on qualifying Sewer Facilities.
7. Indemnification. To the fullest extent permitted by law, each Developer and
Renaissance Ranch shall defend (with counsel of EVMWD’s choice), indemnify and hold EVMWD, its officials, officers, employees and agents free and harmless from any and all
claims, liabilities, losses, costs, expenses, damages or injuries to property or persons, including wrongful death, in any manner caused by any acts, omissions or willful misconduct of such Developer or Renaissance Ranch, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with this Agreement (“Claims”), including without limitation, the payment of all consequential damages, attorneys’ fees and other related costs and expenses. This indemnification is not joint and several and shall only apply to each Party for their separate acts, omissions or willful misconduct. This indemnification provision shall not apply to any Claims arising out of or incident to the willful misconduct of EVMWD, its officials, officers, employees and agents. In addition, this indemnity provision and any such warranties or guarantees shall not limit any liability under law of such consultants or contractors.
8. General Provisions.
8.1 No Waiver. EVMWD’s, Developers' or Renaissance Ranch's failure to
insist on performance of any of the terms or conditions of this Agreement or to exercise any right, remedy or privilege or EVMWD’s, Developers' or Renaissance Ranch's waiver of any breach hereunder shall not thereafter be deemed a subsequent waiver of any other terms, conditions, or rights, remedies or privileges, whether of the same or similar type. No Party will be deemed to have waived any rights under this Agreement unless the waiver is made in writing and signed by the waiving Party or that Party’s duly authorized representative. All rights and remedies provided for under this Agreement are cumulative.
8.2 Cooperation; Majority Decision Making. The Parties agree to cooperate
with each other in good faith and in furtherance of the purposes of this Agreement. The Parties hereby agree to take such other reasonable actions and execute such other documents as are consistent with this Agreement and as are reasonably necessary to effectuate this Agreement; provided, however, that the foregoing shall not require EVMWD to take any legislative act or exercise its discretion in any particular manner. In the event the Developers cannot agree upon (i) who to retain as the replacement Developers’ Consultant pursuant to Section 1.4 above, or (ii) who to appoint as the single Developers’ Consultant pursuant to Section 1.5, then the majority of the Developers shall make such applicable decision, each Developer having one (1) vote per development as shown on Exhibit “C” in each such circumstance. In accordance with the foregoing, all Parties hereto acknowledge and agree that when making the above-described decisions, only a majority of the participating Developers, and not all Developers, must agree. In the event of a deadlock, the votes of the participating Developers having collectively the largest percentage of the EDU’s as shown on Exhibit “C” shall control.
8.3 Entire Agreement. This Agreement contains the final and complete
agreement between the Parties with respect to the matters herein discussed and supersedes and replaces all previous communications and agreements between them, either oral or written, to the extent such prior communications and agreements are inconsistent with this Agreement.
8.4.1 Assignment of Agreement. Except as expressly provided herein below, this Agreement is not assignable, in whole or in part, by Developers or Renaissance Ranch, without the prior written consent of EVMWD, and any attempt to make such assignment without the prior written consent of EVMWD shall be void and shall constitute an incurable material default under this Agreement.
8.4.2 Assignment to an Affiliate. Notwithstanding anything in this Section 5.4 to the contrary, any Developer may assign this Agreement without EVMWD’s consent to a “Developer Affiliate;” provided, however, an assignment to a Developer Affiliate shall not relieve such Developer from liability or responsibility from compliance with this Agreement. Such Developer and Developer Affiliate shall be jointly and severally liable for performance of this Agreement. The term “Developer Affiliate” shall mean any corporation in which the Developer, or any entity under common management or control with the Developer, owns or controls, directly or indirectly, 51% or more of the common stock, any general or limited partnership in which the Developer or any entity under common management or control with the Developer, is the managing general partner, or any limited liability company owned by the Developer or any entity under common management or control with the Developer. Such Developer shall provide EVMWD with thirty (30) days’ prior advance written notice of any assignment under this Section.
8.4.3 Assignment to a Non-Related Entity. Any Developer may, with the prior written consent of EVMWD, which will not be unreasonably withheld or delayed, assign this Agreement, in connection with a transfer of all or any portion of the Property to a nonrelated entity, provided the Developer notifies EVMWD in writing at least thirty (30) days prior to the date of such assignment and the assignee expressly assumes the rights and obligations of the Agreement by a written agreement in a form reasonably acceptable to EVMWD. EVMWD shall promptly release the security posted by the Developer upon receipt of new security by the assignee (new landowner). Notwithstanding the foregoing, a Developer may assign its rights to credits and reimbursements conferred pursuant to this Agreement to any third party, without EVMWD’s consent, subject to written notice to EVMWD of the identity and mailing address of the assignee and the specific tract and lots to which the assignment applies.
8.5 Attorneys’ Fees. In the event that any action or proceeding is commenced
between EVMWD, Developers and/or Renaissance Ranch, or between Developers, to enforce or interpret any term of this Agreement, the prevailing party in such action or proceeding, in addition to all other relief to which it may be entitled, shall be entitled to recover from the other party the prevailing party’s reasonable costs of suit and reasonable attorney’s fees. The attorney’s costs and fees shall include, without limitation, attorney’s costs and fees incurred on appeal and those incurred in enforcing any judgment rendered in any such action or proceeding. Such attorney’s costs and fees may be recovered as an element of costs in the underlying action or proceeding or in a separate recovery action.
8.6 Notices. All notices shall be via email or in writing. If via email, it shall
be considered given when sent. Emails will be sent to the email address shown below. If in writing, it shall be considered given: (1) when delivered in person to the recipient named
below; or (2) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (3) on the date of personal delivery by Federal Express or other private commercial delivery or courier service to the recipient named below. Written notices shall be addressed as follows:
EVMWD: Elsinore Valley Municipal Water District
31315 Chaney St.
Lake Elsinore, California 92531
Attention: General Manager
DEVELOPERS:
TEMESCAL: Temescal Valley Land, LLC
10621 Civic Center Drive
Rancho Cucamonga, California 91730
Attention: Peter Pitassi
SAM: SAM-Horsethief, LLC
1200 Quail Street, Suite 220
Newport Beach, CA 92660
Attention: Erik Lunde
JBJ: MPLC JBJ Ranch, LP
4100 Newport Place, Suite 480
Newport Beach, CA 92660
Attention: Managing Director
RICHLAND: Richland Ventures, Inc.
3161 Michelson Dr., Suite 425
Irvine, CA 92612
Attention: Legal Department
RENAISSANCE RANCH:
HILL COUNTRY: Hill Country S.A., LP
3161 Michelson Dr., Suite 425
Irvine, California 92612
Attention: Legal Department
RICH HAVEN: Rich Haven - Visser, LLC
3161 Michelson Dr., Suite 425
Irvine, CA 92612
Email notices shall be addressed as follows:
EVMWD: Margie Armstrong
Email: [email protected]
DEVELOPERS:
TEMESCAL: Peter Pitassi
Email: [email protected]
SAM: Erik Lunde
Email: [email protected]
JBJ: Managing Director
Email: [email protected]
RICHLAND: Land Development
Email: [email protected]
RENAISSANCE RANCH:
HILL COUNTRY: Land Development
Email: [email protected]
RICH HAVEN: Land Development
Email: [email protected]
Any party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.
8.7 Governing Law. This Agreement and its provisions shall in all respects be
interpreted, construed, enforced and governed by and under the laws of the State of California, without regard to conflict of laws principles.
8.8 Consent to Jurisdiction, Venue and Service. Any action or proceeding
brought respecting this Agreement shall be instituted and maintained in the appropriate court in the County of Riverside, California. EVMWD, Developers and Renaissance Ranch hereby forego and waive any provision of law providing for a change of venue from such courts on the grounds that EVMWD is or may be a party to any such action or proceeding.
8.9 Modification. This Agreement may be modified only by another written
instrument duly authorized and executed by EVMWD, Developers and Renaissance Ranch.
8.10 Severability. The provisions of this Agreement are specifically made severable. If any clause, provision, rights and/or remedy provided for herein is unlawful or unenforceable, the remainder of this Agreement shall remain in effect and be enforced as if such clause, provision, right or remedy were not contained herein.
8.11 Execution. This Agreement may be executed in one or more counterparts, each of which shall be an original and all such counterparts together shall constitute the entire agreement of the Parties hereto.
8.12 Authorization. Each individual executing this Agreement hereby represents and warrants that he or she has the full power and authority to execute this Agreement on behalf of the named Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set opposite their signatures.
EVMWD:
ELSINORE VALLEY MUNICIPAL
WATER DISTRICT, a public agency
By:
Andy Morris, Board President
APPROVED AS TO LEGAL FORM: By:
Steve Anderson, General Counsel ATTEST:
By:
Terese Quintanar,
District Secretary
DEVELOPERS:
TEMESCAL VALLEY LAND, LLC, a
Delaware limited liability company
By: Diversified Pacific Development
Group, LLC, a California limited
liability company, Its Manager
By:
Matthew A. Jordan, Manager
SAM-HORSETHIEF, LLC, an Oregon
limited liability company
By: Name:
MPLC JBJ RANCH, LP, a Delaware limited partnership
By: Mission Pacific Land Company,
LLC, a Delaware limited liability
company, Its General Partner
By:
John K. Abel
Its Managing Director
RICHLAND VENTURES, INC., a Florida
corporation By:
Name:
Title:
RENAISSANCE RANCH:
The undersigned hereby consent to the terms of this Agreement and to the imposition of such terms upon the Developer Property owned by them.
HILL COUNTRY S.A., LP, a Texas limited
partnership By:
Name:
Title:
RICH HAVEN – VISSER, LLC, a Delaware
limited liability company
By: Name:
Temescal
Sam
Renaissance Ranch
JBJ
EXHIBIT "A"
Cost Component Amount Design‐Build Contract 22,700,000 Construction Management 1,585,000 Design Management 570,000 District Cost ‐ Inspection & Administration 300,000 Total Estimated Cost of Sewer Facilities $25,155,000
Estimated Cost of Sewer Facilities
Exhibit "B"
Cost Associated with Design of Facility EVMWD Contribution: Not Applicable
Developer Contribution: 100% of Cost of Design
‐ Basis of Allocation: Total # of EDU within all Developments
Development # of EDU's % of Total
Renaissance Ranch 354 29.9% JBJ Ranch 310 26.2% Saddleback (Temescal) 280 23.6% Sam Horsethief 240 20.3% Total 1,184 100.0% Cost Associated with Construction of Facility EVMWD Contribution: 35% of Cost of Rehab Project + 4 Developers Developer Contribution: Total Cost of selected proposal less EVMWD Contribution All Other Project Cost EVMWD Contribution: 35% of Cost Developer Contribution: Total Cost less EVMWD Contribution ‐ Basis of Allocation: Total # of EDU within each Participating Development ‐ EDU's utilized for participating development is as shown below
Development # of EDU's % of Total
Renaissance Ranch 354 30.2% JBJ Ranch 310 26.4% Saddleback (Temescal) 280 23.9% Sam Horsethief 230 19.6% Total 1,174 100.0%
Exhibit "C"
Sewer Facilities Cost Allocation by Developer
Current Fee Current Fee
Capacity Fee Component Per EDU (1) Total (2)
Water Capacity Fees
Pumping Facilities $ 1,331 1,562,594 Storage 2,379 2,792,946 Temescal Valley Project 2,715 3,187,410 Source of Supply 2,930 3,439,820 Transmission Facilities 3,991 4,685,434 Total Water Capacity Fees $ 13,346 $ 15,668,204Sewer Capacity Fees
Collection $ 3,844 $ 4,512,856 Treatment 8,438 9,906,212 Total Sewer Capacity Fees $ 12,282 $ 14,419,068Meter Installation Charge
3/4 " Meter Charge $ 530 $ 622,220 Total Capacity Fees $ 26,158 $ 30,709,492 (1) EVMWD Capacity Fees ‐ Effective 09/01/2019 ‐ Actual fees to be paid will be the fees effective at the time of payment. (2) Based on total planned number of equivalent dwelling units (EDU) = 1,174Exhibit "D"
Capacity Fees
(1) Applicable Component: Treatment Component of Sewer Capacity Fees (2) Estimated Cost of facilities which qualify for fee credits under each component Cost of RFP Preparation Cost of Sewer Facility (3) Basis for Fee Credit Amount: Lesser of Cost of Facility or Sewer Treatment Fee Component. Maximum of 100% of fee component. (4) Actual Fee credit calculation is based on the actual cost of facility and actual capacity fees in effect as of the date capacity fees are paid (5) Total fee credit can not exceed actual cost of qualifying facilities
Exhibit "E"
Sewer Capacity Fee Credits
EXHIBIT "F"
TIME SCHEDULE – PAYMENT OF FEES, DEPOSITS, CREDITS, AND REIMBURSEMENTS
Payment Description Amount Deadline for Payment
Fees
1. Capacity Fees See Exhibit “D” On an EDU by EDU basis, prior to
issuance of water meter to the respective home
Deposits
2. Horsethief Canyon WRF Expansion
a. Cost Security 100% of Developer
contribution to Sewer Facilities Cost1
15 business days after Contract Notification is sent by EVMWD
b. 1st Construction Deposit 25% of Developer
contribution to Sewer Facilities Cost1
15 business days after Award of Contract
c. 2nd Construction Deposit 25% of Developer
contribution to Sewer Facilities Cost1
120 days after Award of Contract or previous deposit is 90% expended, whichever is earlier
d. 3rd Construction Deposit 25% of Developer
contribution to Sewer Facilities Cost1
240 days after Award of Contract or previous deposit is 90% expended, whichever is earlier
e. 4th Construction Deposit 25% of Developer
contribution to Sewer Facilities Cost1
360 days after Award of Contract or previous deposit is 90% expended, whichever is earlier f. Final Reconciliation
Remittance
Remainder of Unpaid Developer contribution to Sewer Facilities Cost or refund of overpayment of Developer contribution to Sewer Facilities Cost1
30 days after issuance of final invoice or notification of overpayment by EVMWD to Developer
Credits
3. Sewer Capacity Fee Credits See Exhibit “E” Applied at time of payment of
1 Sewer Facilities Cost = All design and construction costs including Contract Price, change
orders, inspection, geotechnical consultation, construction management, and any other costs associated with the design and construction of the facilities, to be paid by Developer as allocated in Exhibit C.
Elsinore Valley Municipal Water District HTCWRF Expansion Design-Build Project Owner Advisory Services
SCOPE OF SERVICES – REVISED 4/8/2020 TASK 1 - PROJECT MANAGEMENT AND ADMINISTRATION
1.01 - Project Meetings and Conference Calls
CONSULTANT will facilitate and attend monthly project meetings, as-needed
conference calls, and other activities as needed throughout the duration of the project to coordinate all project activities with District staff, subcontractors, permitting agencies, and other project stakeholders. CONSULTANT budget assumes project duration to be twelve months.
1.02 - Project Reporting
CONSULTANT will provide regular (no less frequently than monthly) reporting throughout the duration of the project on project activities, milestone completions, schedule status, and budget status.
TASK 2 - PROCUREMENT STRATEGY WORKSHOP 2.01 - Facilitate Procurement Strategy Workshop
CONSULTANT will facilitate one four-hour workshop that will focus on project objectives and drivers, and the schedule and sequencing for procurement of the design-build team. This workshop will be attended by District procurement, legal, and other necessary administrative staff in order to develop project approaches and strategies that are consistent with all District requirements.
The workshop will be used to identify the procurement alternatives related to the number of developers that chose to participate in the project and the overall expansion capacity of the plant. It is understood that this could include up to five alternative capacities with one to four developers or no developers and rehabilitation only. The workshop will discuss design criteria for each alternative. The workshop will be used to develop initial design criteria for the design builder to follow. It is assumed that the design criteria will be limited to plant influent conditions while design builders will be required to produce biological treatment models, and others, to define design criteria for individual process areas.
