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Resolution 2833-07 ~ ~ L 1 2 3 4 5 6 WHEREAS, the District owns and operates a water treatment and distribution 7 system (System) for the beneficial use by the District and its customers located within 8 the City of South Lake Tahoe and certain portions of the County of EI Dorado, 9 California; and 10 11 WHEREAS, Accessible Space, Inc. (Owner) owns certain real property and 12 improvements located on Emerald Bay Road, EI Dorado County, California, as more 13 particularly described in the Main Extension Agreement, defined below; and RESOLUTION NO. 2833-07 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT ACCEPTING THE SKY FOREST ACRES WATER MAIN EXTENSION 14 15 WHEREAS, Owner wished to develop project known as Sky Forest Acres; and 16 17 WHEREAS, the District's Board of Directors approved Owner's request for the 18 main extension (Main Extension) on July 6, 2006, subject to execution of a Main 19 Extension Agreement, which was executed by the Owner and by the District on July 6, 20 2006 (Agreement); and 21 22 23 24 25 WHEREAS, Owner completed construction of the Main Extension which consists 26 of approximately 1,000 feet of an 8-inch pipeline for which Owner paid One Hundred 27 Seventy-Three Thousand, Nine Hundred Seventy-Five Dollars ($173,975.00) to its 28 contractor for construction of the Main Extension and reimbursement for permit fees; 29 and 30 WHEREAS, the Tahoe Regional Planning Agency has determined that the project is exempt from review under the National Environmental Protection Act; and '" '" \., 1 2 3 4 5 6 7 8 9 10 NOW THEREFORE, be it resolved that the Board of Directors accepts the 11 dedication of the Sky Forest Acres Water Main Extension and authorizes the President 12 of the Board of Directors to execute the Certificate of Acceptance of the Dedication. WHEREAS, Owner executed an Irrevocable Offer to Dedicate the Main Extension to the District, dated June 21, 2007 (Dedication); and WHEREAS, the Irrevocable Offer to Dedicate was recorded in the County Recorder's Office on June 21,2007; and, WHEREAS, Owner desires the District to accept the Main Extension and provide regular water service to Owner's above described property. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ATTEST: 28 29 30 WE, THE UNDERSIGNED, do hereby certify that the above and foregoing Resolution was duly adopted and passed by the Board of Directors of the South Tahoe Public Utility District at a regularly scheduled meeting held on the 21st day of June, 2007 by the following vote: Diretors Wallace, Jones, Farrell, Schafer, Mosbacher None AYES: NOES: ABSENT: None General Manager Richard H. Sol brig South Tahoe Public Utility District Directors Kathleen Farrell James R. Jones Mary Lou Mosbacher Duane Wallace Eric Schafer 1275 Meadow Crest Drive - South Lake Tahoe - CA 96150-7401 Phone 530 544-6474- Fax 530 541-0614-www.stpud.u5 CERTIFICATION I hereby certify that the foregoing is a full, true, and correct copy of Resolution No. 2833-07 duly and regularly adopted by the Board of Directors of the South Tahoe Public Utility District, County of EI Dorado, State of California, n June 21,2007. '- ~ h~:S~ ,f:J Kathy Shar Clerk of the B'oard South Tahoe Public Utility District \., RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Lisa Coyner South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 THIS SPACE RESERVED FOR RECORDER ONLY (Gov. Coe Section 27361.6) IRREVOCABLE OFFER TO DEDICATE MAIN EXTENSION This Irrevocable Offer to Dedicate Main Extension (Offer) is made by Accessible Space. Inc. (Grantor) to the South Tahoe Public Utility District, a California public agency formed in 1950 pursuant to the Public Utility District Act (District), on this 21st day of June , 200~, at South Lake Tahoe, California, with reference to the following facts and intentions: A. The District owns and operates a water treatment and distribution system (System) for the beneficial use by the District and its customers located within the City of South Lake Tahoe and certain portions of the County of EI Dorado, California; l . B. Grantor [insert reason for Main Extension here] and therefore requested the District to ~prove a water main extension (Main Extension) to provide water service to his/her property; C. The District's Board of Directors approved Grantor's requested for a Main Extension on , 200...fi.., subj ect to the terms of a Main Extension Agreement, dated J u 1 y 6, , which required dedication of the Main Extension facilities to the District after completion of construction; and; D. Grantor completed construction of the Main Extension and desires to dedicate the Main Extension facilities to the District pursuant to the terms and conditions of this Offer. NOW, THEREFORE, the Grantor agrees as follows: 1. Offer of Dedication. FOR VALUABLE CONSIDERA nON, the receipt of which is acknowledged, Grantor does irrevocably offer to dedicate the Main Extension to the District including, but not limited to, all of the water distribution facilities installed by Grantor pursuant to the Main Extension Agreement and located within the right-of-way described in Exhibit A, which is incorporated by this reference. 2. Guarantv. Grantor represents and warrants to the District that the Main Extension shall be free from all defects and material in workmanship for a period of one (1) year from May 18 , 2007 \r 3. Liabilitv. District shall neither incur liability nor assume responsibility with respect to the t fain Extension until this Offer has been accepted by the District. After acceptance of this Offer, the District ~all bear all costs and expenses related to the Main Extension, except that the Grantor shall reimburse the District the full cost and expense of any repairs or replacements made necessary by defects in materials or workmanship that become evident within one (1) year after the date of acceptance by the District. 4. Main Extension Al!reement. The terms and conditions of the Main Extension Agreement are incorporated by this reference. Grantor represents and warrants to the District that Grantor has installed the Main Extension in compliance with the Main Extension Agreement. 5. Entire Offer. This Offer constitutes the entire agreement between the parties with respect to the Offer and may not be modified in any way except, with the prior approval of the District, by an instrument in writing, signed by Grantor. 6. General Provisions. 6.1. Recitals. The recitals stated at the beginning ofthis Offer of any matters or facts shall be conclusive proof of the truthfulness thereof and the terms and conditions of the recitals, if any, shall be deemed a part of this Offer. 6.2. Notices. All notices, approvals, acceptances, requests, demands ad other communications required or permitted, to be effective, shall be in writing and shall be delivered, either in person or by mailing the same by United States mail (postage prepaid, registered or certified, return receipt l... quested) or by Federal Express or similar overnight delivery service, to the party to whom the notice is ~rected at the address of such party as follows: TO: SOUTH TAHOE PUBLIC UTILITY DISTRICT South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, California 96150 Attention: Lisa Coyner, Customer Service Manager With a copy to: Gary Kvistad, Esq. Hatch & Parent 21 Carrillo Street Santa Barbara, California 93101 TO: GRANTOR Accessible Space. Inc. 2550 University Avenue, Suite 330N St. Paul, MN 55114 Any communication given by mail shall be deemed delivered two (2) business days after such mailing date, and any written communication given by overnight delivery service shall be deemed delivered one (1) business day after the dispatch date. Either party may change its address by giving the other party written notice of its new address. \. \.. 6.3. Successors and Assigns. This Offer shall be binding and inure to the benefit of the parties and their respective heirs, successors and assigns. Nothing in this Offer, expressed or implied, is intended to confer on any person other than the parties or their respective heirs, successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Offer. 6.4. Assignability. This Offer shall not be assignable, except to subsequent owners of Grantor's property, by Grantor without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval ofthe District party shall be void. 6.5. Waiver. No waiver by any party of any ofthe provisions shall be effective unless explicitly stated in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Offer, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representatives, warranties, covenants, or agreements contained in this Offer, and in any documents delivered or to be delivered pursuant to this Offer. The waiver by any party of a breach of any provision of this Offer shall not operate or be construed as a waiver of any subsequent breach. No waiver of any of the provisions of this Offer shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. 6.6. Headings. The section headings contained in this Offer are for convenience and reference only and shall not affect the meaning or interpretation of this Offer. ~ 6.7. Severability. If any term, provision, covenant or condition of this Offer shall be or become illegal, null, void or against public policy, or shall be held by any court of competent jurisdiction to be illegal, null, void or against policy, the remaining provisions of this Offer shall remain in full force and effect, and shall not be affected, impaired or invalidated. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable, shall be modified or changed by the parties to the extent possible to carry out the intentions and directives set forth in this Offer. 6.8. Counterparts. This Offer may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 6.9. Governing Law. This Offer shall be governed by, and interpreted in accordance with, the laws of the State of California to the extent California Law is applicable to the United States, with venue proper only in the County ofEI Dorado, State of California. 6.10. Parties in Interest. Nothing in this Offer, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Offer on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Offer intended to relieve or discharge the obligations or liability of any third persons to any party to this Offer, nor shall any provision give any third persons any right of subrogation or action against any party to this Offer. \., \. 6.11. Attorney Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or inteIpret the provisions of this Offer, the prevailing party shall be entitled to recover actual attorneys' fees and costs, which may be determined by the court in the same action or in a separate action brought for that pUIpose. The attorneys' fees award shall be made as to fully reimburse for all attorneys' fees, paralegal fees, costs and expenses paid or incurred in good faith. 6.12. Good Faith. The parties agree to exercise their best efforts and utmost good faith to effectuate all the terms and conditions ofthis Offer and to execute such further instruments and documents as are necessary or appropriate to effectuate all of the terms and conditions of this Offer. 6.13. Construction. The provisions of this Offer should be liberally construed to effectuate its purposes. The language of all parts of this Offer shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 6.14. Several Obligations. Except where specifically stated in this Offer to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Offer shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Offer. \. 6.15. Authority. The individuals executing this Offer represent and warrant that they have the authority to enter into this Offer and to perform all acts required by this Offer, and that the consent, approval or execution of or by any third party is not required to legally bind either party to the terms and conditions of this Offer. 6.16. Entire Agreement. This Offer contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties that have not been explicitly incoIporated into this Offer. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Offer. This Offer may be altered, amended or modified only by an instrument in writing, executed by the parties to this Offer and by no other means. Each party waives its future right to claim, contest or assert that this Offer was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, grantor has executed this Irrevocable Offer to Dedicate Main Extension on the day and year and at the place first written above. Grantor ~r--...~E? (Signature) ~~,..~C \.., (Name) ACKNOWLEDGEMENT \., ~ \ (\ N'SCl.-\--l:... State of CalifulUia- County ofE~ ) ) ) On""S\..J..1\.D ~ , 200l before me, Do..n',p\ \( L'-\ ()(\. ~nert\.- ~~el,~otary Public, personally appeared ~ ~ \Jc!.:r\O-Df~~~a~ , personally known to me, or proved to me on the basis of sat is fa tory eVIdence to be the person(s) whose name(s) Is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. .:t,~'''... DANIB.LE LYNN HERRERH.\,~!m"LD NOTARY PUBLIC MINNESOTA _CIIII...I. ExpIla.... 31. 2011 \., \..., I ,...,tecording Requested By: Lisa Coyner, Manager of Customer Service SOUTH TAHOE PUBLIC UTILITY DISTRICT And When Recorded Mail To: South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 TITLE (S) NOTICE OF COMPLETION SKY FOREST ACRES W AlER MAIN EXlENSION \., \..., ~ JUN-08-2007 11:51 STPUD 530 541 0614 P.03 \., NOTICE or COMPLETION Notice purswmt to Civil Code Section 3093, must be filed within 10 days after completion Notice Is htreby given that; 1. The undersigned is owner or corporate officer oftbc owner of the interest or estate stated below in the property hereiDaftcr dcscrlbed: 2. ThcfilUnatMoftheowneris Lake Tahoe ousing, Inc. 3. ThofuIIaddressoftheowueris c 0 Accessible S 2550 University Avenue Suit~ ~30N. St. Paul. MN 55114 4. The DIltUre 01100 interest or estUe of the owner is; in fee. 5, The 1Wl names and full addresses of aU persons, if any, wOO bold title with the undetsigned as joint tenants or as tenantS in common are: NAMeS ADDRESSES N/A \., 6. A wotk of improvement on the property hereinafter described was oompleted on APP~'l(. S - l s: - 0" The work was: \N~ VIA.l~u~ ~O~ 7. 1"he name oftbe coDtracto!i,. i! any, for such work of improvement was -: ~t6t~,~.t> \%.05. ~c.... B-.k\ - 0(.,. __ (ItDO 00Gt.fIdllI" fell' ~ qf lmpJOVOIDOiIt .. a whola, inIc:n "Ilon.") (Da~ of CCDtnII:t) --.. 8. Tho property on which said 'M)dc of improvemem WILS completed is in tho clay of ~ ~1CC \ A.\-\6~ CountyotB- "'t:l6QA.bo . S1ateofCaHtomia, andisdescribedasfoUows: ~ ~l~~ oCCE~S\()~ ~~ ':Ii.)"\E.(<.s.e:..,T\~~ 6~ \O~c::.,T'/i2N-*=~ +.-\IE. ~~~ o~ R66eii? A\)E.. "TQ A.t:>bR~SS I 9, The street address oCsaid property is -c ~c FJ.t~~"M-{ ~, ~ LIo\\.~ \A.~, CAr:. {Jfno fire<< adcIrea Iw bMd officiaUy ...iped, iaHrt ~j Dated: .JIIQe 11. 7007 Verificmoa fer IDdiviclW 0WaI:r r-'~~~ Bradley A. Fuller, Vice-President VUD'ICAll0N I, the UDdersigDed, say: I am the Board PtesideN the dcc1ataIlt of the foregoing notice of <:ompletion; I have read said IIOlicc of completion and know the coDtcnts tlmeof, the same is true of my own knowledge. I declare uncIet peuaIty of peIjuty that the foregoing is 1rue and. oorrect. Executed on ,.::;- C\.--t~ ~I :J..('~)/... at South Lake Tahoe. California. (DIU ohjpllltD) __.............. .....~Jr ~h~_........_ _....) ~~