Common use of CFD Clause in Contracts

CFD. The Project is located within the boundaries of the CFD. The CFD was established pursuant to the Act for the purpose of financing public improvements and facilities as described in Exhibit E. The parties have previously entered into that certain Construction and Transfer of Water, Sewer and Recycled Water Infrastructure Agreement dated as of March 3, 2012 (the “2012 Agreement”), which constitutes a joint community facilities agreement with the District in accordance with Section 53316.2 of the Act. To the extent of any inconsistency between the 2012 Agreement and this Agreement with respect to elements of this Agreement dealing with the CFD, this Agreement shall be deemed supplemental to the 2012 Agreement. The CFD Improvements may be fully or partially financed with the CFD special tax bonds or special tax revenues. (a) It is anticipated that the CFD will provide bond proceeds to finance the acquisition, construction and installation of the CFD Facilities. If the CFD issues bonds, a portion of the proceeds of which are to be available to finance the acquisition, construction and installation of the CFD Facilities, the CFD Authority shall, or shall cause the CFD to, notify the Developer of the amount of such proceeds available for such purpose within 15 days of such proceeds becoming so available. The CFD Authority makes no representation that, if proceeds of bonds are made available to finance the acquisition, construction and installation of the CFD Facilities, such proceeds will be sufficient to finance the acquisition, construction and installation of all of the CFD Facilities, and neither the CFD Authority nor the CFD shall have any liability to the Developer if such proceeds are insufficient for such purpose. If the CFD does not issue bonds to finance the acquisition, construction and installation of the CFD Facilities, neither the CFD Authority nor the CFD shall have any obligation to provide any amounts to finance or pay the costs of the acquisition, construction and installation of the CFD Facilities. The Developer shall apply proceeds of the bonds to the payment of costs of construction of any portion of the CFD Facilities only if such portion of the CFD Facilities is constructed under the direction and supervision, or under the authority of, the District or is constructed as if it had been constructed under the direction and supervision, or under the authority of, the District. (b) Bond proceeds available for the acquisition, construction and installation of the CFD Facilities shall be deposited in a special account (the “District Facilities Account”) to be established under the Indenture pursuant to which the bonds are issued. Moneys on deposit in the District Facilities Account shall be invested and disbursed at the direction of the CFD. To the extent that moneys are available therein, the CFD shall cause disbursements to be made from the District Facilities Account from time to time to pay the costs of the acquisition, construction and installation of the CFD Facilities or to reimburse the Developer for such costs paid or incurred by it upon submission of a written request of the District. The parties agree that any facilities constructed by the Developer pursuant to this Agreement shall be deemed to have been constructed as if under the control and supervision of the District. The CFD shall process in a timely manner written requests for disbursements received from the District that conform to the requirements hereof. Such written request shall be conclusive as to the matters stated therein. (c) The Developer shall be solely responsible for the acquisition, construction and installation of the CFD Facilities, and the CFD Authority shall have no responsibility therefor or liability with respect thereto. The CFD Facilities shall be and remain the sole and separate property of the District and shall be operated, maintained and utilized by the District, upon dedication of said CFD Facilities. The CFD Authority shall not have any ownership interest in the CFD Facilities, and the CFD Authority shall have no responsibility for the operation, maintenance or utilization of the CFD Facilities or any liability with respect thereto. (d) In connection with the issuance of any bonds, a portion of the proceeds of which are to be made available to finance the acquisition, construction and installation of the CFD Facilities, the Developer and District agree to execute and deliver such certifications and agreements as may be reasonably required in order for bond counsel to conclude that interest on such bonds will be excluded from gross income under Section 103 of the Internal Revenue Code of 1986.

CFD. The Project is located within the boundaries of the CFD. The CFD was established pursuant to the Act for the purpose of financing public improvements and facilities as including those described in Exhibit E. The parties have previously entered into that certain Construction and Transfer of Water, Sewer and Recycled Water Infrastructure Agreement dated as of March 3, 2012 (the “2012 Agreement”), which constitutes a joint community facilities agreement with the District in accordance with Section 53316.2 of the Act. To the extent of any inconsistency between the 2012 Agreement and this Agreement with respect to elements of this Agreement dealing with the CFD, this Agreement shall be deemed supplemental to the 2012 Agreement. The CFD Improvements may be fully or partially financed with the CFD special tax bonds or special tax revenues. (a) It is anticipated that the CFD will provide bond proceeds to finance the acquisition, construction and installation of the CFD Facilities. If the CFD issues bonds, a portion of the proceeds of which are to be available to finance the acquisition, construction and installation of the CFD Facilities, the CFD Authority shall, or shall cause the CFD to, notify the District and Developer of the amount of such proceeds available for such purpose within 15 days of such proceeds becoming so available. The CFD Authority makes no representation that, if proceeds of bonds are made available to finance the acquisition, construction and installation of the CFD Facilities, such proceeds will be sufficient to finance the acquisition, construction and installation of all of the CFD Facilities, and neither the CFD Authority nor the CFD shall have any liability to the Developer or District if such proceeds are insufficient for such purpose. If the CFD does not issue bonds to finance the acquisition, construction and installation of the CFD Facilities, neither the CFD Authority nor the CFD shall have any obligation to provide any amounts to finance or pay the costs of the acquisition, construction and installation of the CFD Facilities. The Developer shall apply proceeds of the bonds to the payment of costs of construction of any portion of the CFD Facilities only if the District has certified that such portion of the CFD Facilities is constructed under the direction and supervision, or under the authority of, the District or is constructed as if it had been constructed under the direction and supervision, or under the authority of, the District. (b) Bond proceeds available for the acquisition, construction and installation of the CFD Facilities shall be deposited in a special account (the “District Facilities Account”) to be established under the Indenture pursuant to which the bonds are issued. Moneys on deposit in the District Facilities Account shall be invested and disbursed at the direction of the CFD. To the extent that moneys are available therein, the CFD shall cause disbursements to be made from the District Facilities Account from time to time to pay the costs of the acquisition, construction and installation of the CFD Facilities or to reimburse the Developer for such costs paid or incurred by it upon submission of a written request of the District. District and in substantially the form attached hereto as Exhibit F. The parties agree that any facilities constructed by the Developer pursuant to this Agreement shall be deemed to have been constructed as if under the control and supervision of the District. The CFD shall process in a timely manner written requests for disbursements received from the District that conform to the requirements hereof. Such written request shall be conclusive as to the matters stated therein. The request from the District shall state (a) the name and address of the person to whom payment is to be made; (b) the amount to be paid; (c) that an obligation in such amount has been incurred by, or for the benefit of the District; (d) the purpose for which the obligation to be paid was incurred; (e) that each item of the obligation to be paid constitutes a cost of the CFD Facilities; (f) that the obligation to be paid has not been the subject of a prior District request for disbursement; and (g) that each portion of the CFD Facilities for which payment is requested was constructed under the direction and supervision, or under the authority of, the District or was constructed as if it had been constructed under the direction and supervision of, or under the authority of the District. The CFD shall process in a timely manner written requests for disbursements received from the District that conform to the requirements hereof. (c) The Developer shall be solely responsible for the acquisition, construction and installation of the CFD Facilities, and the CFD Authority shall have no responsibility therefor or liability with respect thereto. The CFD Facilities shall be and remain the sole and separate property of the District and shall be operated, maintained and utilized by the District, upon dedication of said CFD Facilities. The CFD Authority shall not have any ownership interest in the CFD Facilities, and the CFD Authority shall have no responsibility for the operation, maintenance or utilization of the CFD Facilities or any liability with respect thereto. (d) In connection with the issuance of any bonds, a portion of the proceeds of which are to be made available to finance the acquisition, construction and installation of the CFD Facilities, the Developer and District agree to execute and deliver such certifications and agreements as may be reasonably required in order for bond counsel to conclude that interest on such bonds will be excluded from gross income under Section 103 of the Internal Revenue Code of 1986. (e) The water and sewer capacity charges paid by the Developer for connections to CFD Facilities installed within this phase, past phases, and future phases may be reimbursable to the Developer by the CFD. In the event the Developer and the CFD reach an agreement as to whether water and sewer capacity charges are CFD Facilities for which the Developer may be reimbursed, this Agreement may, in the discretion of the District’s Board of Directors, be modified by submission of the written terms of that agreement and a request for modification hereunder.