REIMBURSEMENT AGREEMENT
This Agreement is made by and between Rancho Murieta
Community Services District ("District") and SHF Acquisition
Corporation ("SHF") with respect to the following:
RECITALS
WHEREAS, SHF has developed over 100 improved lots
collectively known as Unit 6 in the Rancho Murieta Subdivision
which are within the District (the "Property").
WHEREAS, in its development of Unit 6, SHF was required to
construct several water, sewer and drainage facilities (the
"Phase I Facilities") that are oversized to serve lands outside
the boundaries of Unit 6.
WHEREAS, construction of the Phase I Facilities has been
completed.
WHEREAS, the lands contained within Unit 6 will benefit from
future sewer facilities (the "Phase II Facilities") that will be
constructed to replace the temporary sewer facilities which were
constructed for the Xxxx 0 project.
WHEREAS, the Phase II Facilities will also benefit property
not a part of Unit 6 (the "Benefited Properties").
WHEREAS, SHF and District desire to make provision for
reimbursement of the costs incurred and the funds advanced by SHF
out of the proceeds of any subsequent community facilities
district or by direct payment by subsequent developers of the
Benefited Properties.
NOW, THEREFORE, District and SHF agree as follows:
AGREEMENT
1. REIMBURSEMENT FOR NET EXTERNAL BENEFIT.
A. District and SHF acknowledge that SHF was required
to construct the Phase I Facilities, which are described on
Exhibit A, attached hereto and incorporated herein, as a
condition of development of Unit 6. District and SHF further
acknowledge that the Phase I Facilities are oversized facilities
which will benefit lands both inside and outside the boundaries
of Unit 6. District and SHF agree that the total cost of the
Phase I Facilities was $1,597,425.75, and that of this amount,
$276,088.44 is allocable to Xxxx 0 and $1,321,337.31 is allocable
to the Benefited Properties. The allocation of such costs is
shown on Exhibit A.
B. District and SHF acknowledge that the future
construction of the Phase II Facilities, which are described on
Exhibit B, attached hereto and incorporated herein, will benefit
lands both inside and outside the boundaries of Unit 6. District
and SHF agree that the estimated cost of the Phase II Facilities
(including the bond financing costs therefor) will be
approximately $3,597,750.00, and that of this amount, $130,725.00
is allocable to Xxxx 0 and $3,467,025.00 is allocable to the
Benefited Properties. The allocation of such costs is shown on
Exhibit B.
C. District and SHF agree that the reciprocal claims
arising from construction of the Phase I Facilities and the Phase
II Facilities result in a net amount due to SHF of approximately
$1,190,612.31 (the "Net External Benefit") from the Benefited
Properties. This amount is determined as follows:
ITEM AMOUNTS
I.
Cost of the Phase I Facilities $ 1,597,425.75
Xxxx 0 share of the cost of the
Phase I Facilities < 276,088.44 >
Benefited Properties share of the
cost of the Phase I Facilities $ 1,321,337.31
II.
Estimated cost of the Phase II Facilities
less Financing (bond issuance) expense $ 2,665,000.00
Xxxx 0 share of the cost of the
Phase II Facilities < 130,725.00 >
Benefited Properties share of the cost
of the Phase II Facilities (exclusive
of bond issuance costs) $ 2,534,275.00
Benefited Properties share of the cost
of the bond issuance costs for the
Phase II Facilities $ 886,996.25
Total Benefited Properties share of
the cost of the Phase II Facilities $ 3,421,271.25
III.
Benefited Properties share of the cost
of the Phase I Facilities $ 1,321,337.31
Xxxx 0 share of the cost of the
Phase II Facilities < 130,725.00 >
Net Amount due SHF from Benefited
Properties $ 1,190,612.31
D. To assure a fair and equitable sharing of the
costs of the Phase I Facilities and Phase II Facilities by the
owners benefiting therefrom, District shall not enter into any
agreement to extend or provide facilities, nor shall it issue
"will serve" letters with respect to a Benefited Property, unless
and until the owner of such Benefited Property has reimbursed, or
has entered into an agreement with District to reimburse, SHF for
its pro rata share of the Net External Benefit (to the extent
that SHF has not previously been reimbursed or credited for the
costs of such Net External Benefit). The Net External Benefit
shall be spread among the Benefited Properties as shown in
Exhibits A and B and in accordance with the following percentage
allocations or such other allocations as District may adopt
through the formation of a Benefit District or a district created
in whole or in part for the purpose of financing reimbursement of
the Net External Benefit:
Pro Rata
Share of Net Net
Description of External External
Benefiting Property Benefit Benefit
I. PHASE I FACILITIES:
Xxxxxx 2.97% $ 39,183.00
XX Xxxxx - Xxxx 00.00% 000,000.00
XX Xxxxx - Xxxx 48.78% 644,482.87
RM North - School 2.49% 32,868.38
Hotel Site 3.81% 50,305.78
TOTAL Phase I Facilities: 100.00% $1,321,337.31
II. PHASE II FACILITIES:
Xxxxxx 9.80% $ 335,199.60
RM North - East 65.53% 2,241,815.13
RM North - West 22.81% 780,516.54
RM North- School 1.86% 63,739.98
TOTAL PHASE II FACILITIES: 100.00% $3,421,271.25
The pro rata shares of the Net External Benefit set forth
above have been calculated in accordance with the allocation of
benefit for the Phase I Facilities and Phase II Facilities
described in Exhibits A and B, respectively, and further, in
accordance with the distribution of dwelling units pursuant to
the allocations approved for Improvement District No. 1
E. If any Improvement District, Assessment District,
Community Facilities District or other public financing mechanism
is created by the District which includes any or all of the
Benefited Properties, the amount to be financed by such entity
shall include, and the proceeds of any bonds issued by such
entity shall first be used to reimburse SHF for that portion of
the External Benefit attributable to the benefits received by the
Benefited Properties included therein.
F. District agrees to use its best efforts to carry
out the provisions of this Section 1, but makes no warranty that
it will be successful in securing reimbursement of the External
Benefit as contemplated herein.
G. Any and all financing costs or other expenses
arising out of the issuance of bonds as provided in Section 1.E,
above, shall be borne by the owners of the Benefited Properties.
2. REIMBURSEMENT PERSONAL. The rights to
reimbursement under this Agreement are personal to SHF and shall
not run with the Unit 6 Property unless expressly assigned by
SHF.
3. ASSIGNMENT. SHF may assign its rights and
obligations under this Agreement, with the prior written consent
of District, which consent shall not be unreasonably withheld.
4. REIMBURSEMENT - TWENTY YEAR TERM. SHF s rights to
reimbursement under this Agreement shall expire twenty (20) years
following the effective date of this Agreement.
5. SEVERABILITY. In the event that any provision of
this Agreement is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, such
provision(s) shall be deemed severable from the remainder of this
Agreement and shall in no way affect, impair or invalidate any
other provisions contained herein. Should any provision of this
Agreement be held unenforceable, SHF and District shall take such
steps as equity and good faith require to provide for completion
of the Phase II Facilities and reimbursement of the External
Benefit costs incurred by SHF.
6. INDEMNIFICATION. SHF agrees to defend, indemnify
and save and hold harmless District, its officers, agents and
employees from any and all claims, damages, liability or actions
arising out of or connected with this Agreement, expressly
including any action challenging the validity of this Agreement.
Such agreement to defend, indemnify and save and hold harmless
District shall expressly exclude any and all claims made or
actions brought by SHF or SHF s heirs or assigns against District
to enforce the provisions of this Agreement.
7. OBLIGATIONS ARISING FROM AGREEMENT. Neither
District funds nor District monies, except future CFD funds and
accounts and funds acquired for reimbursement, shall be liable
for payment of any obligations arising from this Agreement.
Neither the full faith and credit nor the taxing power of the
District is pledged for the payment of any obligations arising
from this Agreement. SHF may not compel the exercise of
Districts taxing power or the forfeiture of any of its property
to satisfy any obligations arising from this Agreement. The
obligations arising from this Agreement are not a debt of the
District, nor a legal or equitable pledge, charge, lien or
encumbrance upon any of its property, or upon any of its income,
receipts or revenues, except the revenues to a CFD arising from
the Bonds.
8. LEGAL FEES. In the event that legal action is
necessary to enforce the provisions of this Agreement, the
prevailing party(ies) shall be entitled to reasonable attorneys
fees and costs.
9. AMENDMENT. Amendment or modifications to this
Agreement shall be in writing and executed by all parties.
10. ENTIRE AGREEMENT. This Agreement and any
attachments hereto constitute the entire agreement and
understanding between District and SHF concerning the subject
matter contained herein.
11. NOTICES. All notices requested by this Agreement
shall be in writing and delivered in person or sent by certified
mail, postage prepaid. Written notices or communications
required by or concerning this Agreement shall be addressed as
follows:
District:
Rancho Murieta Community Services District
00000 Xxxxxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
SHF:
SHF Acquisition Corporation
Attn: Xxx Xxxx
0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
SHF Attorney:
Xxxxxx & Young, P.C.
Attn: Xxxxxxxxxxx X. Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 9569
Any party may change the address stated herein by giving
notice in writing to the other parties, and thereafter notices
and correspondence shall be addressed and transmitted to the new
address.
12. COUNTERPART EXECUTION. This Agreement may be
executed in counterpart.
13. INTERPRETATION. Notwithstanding the fact that one
or more provisions of this agreement may have been drafted by one
of the parties to this Agreement, such provisions shall be
interpreted as though they were the product of a joint drafting
effort and no provision shall be interpreted against a party on
the ground that said party was wholly or primarily for drafting
the language to be interpreted.
14. EXHIBITS. Attached hereto and incorporated herein
by this reference are the following Exhibits:
A. Allocation of Phase I Facilities to Unit 6
and the Benefited Properties.
B. Allocation of Phase II Facilities to Unit 6
and the Benefited Properties.
IN WITNESS WHEREOF the parties execute this Agreement on the
date(s) set forth below.
District:
RANCHO MURIETA COMMUNITY SERVICES
DISTRICT
Dated: 9/20/95 By: /s/ Xxxx X. Xxxxxxxx
President
Board of Directors
Attest:
/s/ Xxxxxx X. Xxxxxxx
Secretary
SHF:
SHF ACQUISITION CORPORATION
Dated: Aug 18, 1995 By: /s/ Xxxxx X. Xxxx
Its: President
EXHIBIT "A" Gibberson & Associates, INC.
XXXX 0 BENEFIT/COST ANALYSIS 00000 Xxxxxx Xxxx, Xxxxx 000
version 19.9 PAGE 1 of 2 Xxxxxxxxxx, XX 00000
February 22, 1995 (000)000-0000
FILENAME: MELLO199.wb1
JOB S: 840018k
XXXXX XXXX #00X
XXXX #0 XXXX #00 XX XXXXX-
DESCRIPTION ACTUAL XXXXXX UNIT 6 EAST
RES.DU OR COMM/XXX.XXX COST 189 122 897
PHASE I.
A. WATER TRANSMISSION
PIPELINE(UNIT No. 6) 368,034.46 32,383.69 237,538.61
B. PUMP STATION "B" 7.40% 10.50% 59.86%
(UNIT No. 6) 231,662.09 17,142.99 24,324.52 138,672.93
C. SEWER FORCE MAIN 7.40% 10.50% 59.86%
(UNIT No. 6) 297,837.87 22,040.00 31,272.98 178,285.75
D. DETENTION BASIN 25.21%
(UNIT No. 6) 446,195.82 112.485.97
E. THROUGH DRAINAGE
FACILITIES - SHED "A" 39.90%
(UNIT No. 6) 119,476.22 47,671.01
F. THROUGH DRAINAGE
FACILITIES - SHED "B" 19.25%
(UNIT No. 6) 111,643.84 21,491.44
G. 10" SEWER MAIN
& MANHOLES 28.61%
(UNIT No. 6) 22,575.45 6,458.84
PHASE I TOTAL COSTS 1,597,425.75 39,183.00 276,088.44 554,497.29
RECAP OF RELATIVE
SHARES:
Unit No. 6 276,088.44
Other Properties 1,321,337.31
TOTAL 1,597,425.75
XXXXX XXXX #00X XXXX #00X XXXX #00
XX XXXXX- RMN HOTEL TOTAL
DESCRIPTION WEST SCHOOL SITE EDU'S TOTAL
RES.DU OR COMM/XXX.XXX 164 17 190 1579 COST
PHASE I.
A. WATER TRANSMISSION
PIPELINE(UNIT No. 6) 43,297.39 4,508.99 50,385.78 1,390 368,034.46
B. PUMP STATION "B" 20.84% 1.40%
(UNIT No. 6) 48,278.38 3,243.27 1,389 231,662.09
C. SEWER FORCE MAIN 20.84% 1.40%
(UNIT No. 6) 62,069.41 4,169.73 1,389 297,837.87
D. DETENTION BASIN 71.89% 2.90%
(UNIT No. 6) 320,770.17 12,939.68 303 446,195.82
E. THROUGH DRAINAGE
FACILITIES - SHED "A" 53.92% 6.18%
(UNIT No. 6) 64,421.58 7,383.63 303 119,476.22
F. THROUGH DRAINAGE
FACILITIES - SHED "B" 80.75%
(UNIT No. 6) 90,152.40 286 111,643.84
G. 10" SEWER MAIN
& MANHOLES 68.63% 2.76%
(UNIT No. 6) 15,493.53 623.08 303 22,575.45
PHASE I TOTAL COSTS 644,482.87 32,868.38 50,385.78 1,597,425.75
RECAP OF RELATIVE
SHARES:
Unit No. 6
Other Properties
TOTAL
Version 19.9 February 22, 1995 EXHIBIT "A"
UNIT 6 BENEFIT/COST ANALYSIS
PAGE 2 of 2
Xxxxxxxx & Associates, Inc.
00000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000 (916) 638-4060
FILENAME: MELLO199.wb1 JOB S: 840018k
______________________________________________________________________________
NOTES:
1. Estimated costs are in constant April 1994 dollars (ENR index = 6521)
derived by taking the estimated cost from the CFD No. 1 Engineer's
report and escalating that amount to April 1994 (ENR index of April
1994 divided by ENR index of CFD No. 1 report multiplied by CFD No.
1 cost).
2. Estimated costs are by their nature approximations of the probable
magnitude of project costs (incl. construction, contingencies,
engineering, supervision and inspection).
3. Equivalent dwelling unit counts for the parcels were provided by the
developer of each parcel. These densities were verified by Rancho
Murieta CSD yield estimates using assumed densities for residential
land uses multiplied by parcel acreages and EDU ratios multiplied by
assumed yield ratios for non-residential land uses. This analysis
utilizes the dwelling unit counts from Improvement District No. 1 for
residential properties and the equivalent number of dwelling units,
derived from total original assessments, for non-residential
properties.
5. This analysis subdivides STRA No. 11 into three sub-areas to more e
quitably spread the costs of Phase I Facility Nos. D, E, F & G.
EXHIBIT "B"
Version 19.10 XXXX 0 BENEFIT/COST ANALYSIS
May 22, 1995 PAGE 1 of 2
PHASE
DESCRIPTION ESTIMATED STRA #9 STRA #10 STRA #11A
RES.DU OR COMM/XXX.XXX COST XXXXXX XXXX 0 XX XXXXX-
000 000 XXXX
XXXXX XX. 897
H. SEWER PUMP STATION
NO. 5 (SOUTH OF UNIT 7.40% 10.50% 50.86%
NO. 6) 1,245,000.00 92,130.00 130,725.00 745,257.00
I. SEWER PUMP STATION
& FORCE MAIN No. 4
(EAST OF GRANLEES 10.46% 0.00% 64.94%
ESTATE) 726,000.00 75,939.60 - 471,464.40
J. SEWER PUMP XXXXXXX
& XXXXX XXXX Xx. 0 11.56% 0.00% 63.96%
(SOUTH OF BASS LAKE) 694,000.00 80,226.40 - 443,882.40
SUBTOTAL PHASE II 2,665,000.00 248,296.00 130,725.00 1,660,603.80
Less Unit #6 share (130,725.00)
SUBTOTAL PHASE II 2,534,275.00
PHASE II BOND 886,996.25 86,903.60 - 581,211.33
FINANCING COSTS
(ESTIMATED AT 35%)
PHASE II TOTAL COSTS 3,551,996.25 335,199.60 130,725.00 2,241,815.13
RECAP OF RELATIVE
SHARES:
Unit No. 6 130,725.00
Other Properties 3,421,271.25
TOTAL 3,551,996.25
XXXXX
XXXX #00X XXXX #00X XXXX #0
XX XXXXX- RMN HOTEL TOTAL
DESCRIPTION WEST SCHOOL SITE EDU'S TOTAL
RES.DU OR COMM/XXX.XXX 164 17 190 1,579 COST
PHASE II.
H. SEWER PUMP STATION
NO. 5 (SOUTH OF UNIT 20.84% 1.40%
NO. 6) 259,458.00 17,430.00 1,389 1,245,000.00
I. SEWER PUMP STATION
& FORCE MAIN No. 4
(EAST OF GRANLEES 22.61% 1.99%
ESTATE) 164,148.60 14,447.40 1,389 726,000.00
J. SEWER PUMP STATION
& FORCE MAIN No. 3 22.27% 2.21%
(SOUTH OF BASS LAKE) 154,553.80 15,337.40 1,389 694,000.00
SUBTOTAL PHASE II 578,160.40 47,214.80 - 2,665,000.00
Less Unit #6 share
SUBTOTAL PHASE II
PHASE II BOND 202,356.14 16,525.18 886,996.25
FINANCING COSTS
(ESTIMATED AT 35%)
PHASE II TOTAL COSTS 780,516.54 63,739.98 - 3,551,996.25
RECAP OF RELATIVE
SHARES:
Unit No. 6
Other Properties
TOTAL
Version 19.10 May 22, 1995
EXHIBIT "B"
UNIT 6 BENEFIT/COST ANALYSIS
PAGE 2 of 2
_____________________________________________________________________
NOTES:
1. Estimated costs are in constant April 1994 dollars (ENR
index = 6521) derived by taking the estimated cost from
the CFD No. 1 Engineer s report and escalating that
amount to April 1994 (ENR index of April 1994 divided
by ENR index of CFD No. 1 report multiplied by CFD No.
1 costs).
2. Estimated costs are by their nature approximations of
the probable magnitude of project costs (including
construction, contingencies, engineering, supervision
and inspection).
3. Equivalent dwelling unit counts for the parcel were
provided by the developer of each parcel. These
densities were verified by Rancho Murieta CSD yield
estimates using assumed densities for residential land
uses multiplied by parcel acreage and EDU ratios for
non-residential land uses.
4. This analysis includes an estimate of the bond
financing and formation costs.
5. This analysis utilizes the dwelling unit counts from
Improvement District No. 1 for residential properties
and the equivalent number or dwelling units, derived
from the total original assessments, for non-residential properties.
6. This analysis subdivides STRA No. 11 into three sub-areas
to more equitably spread the costs of Phase I
Facility Nos. D, E, F & G.
7. This analysis reflects the decision of the District
Improvement Committee to waive any Unit No. 6 cost
sharing responsibility for Phase II improvements
(Improvements Nos. I & J.)
