ony AGREEMENT BETWEEN {UE ATTORNEY GENERAL OF THE STATE OF CALIFORNIA AND Mvwp DEVELOPMENT LLC AR ‘VALLEY Wis PCIEIC PLAN This AGREEMENT is made by and between Kamala D. Harris, Attomey General of the State of California, acting in her independent capacity on behalf ofthe People ofthe State ‘of California (“Attomey General”), and MVWP Development L1.C, a Delaware limited liability company (“MV WP"), collectively referred to herein as the “partes,” based onthe following facts and considerations: WHEREAS, MVWP proposes to develop the Martis Valley West Parcel Specific Plan (°MVWPSP* or “Project” located between the Town of Truckee and the north shore of Lake Tahoe in Placer County; and WHEREAS, the project is located just outside ofthe Tahoe Basin and is not within the Tahoe Regional Planning Agency's (“TRPA") jurisdiction; and WHEREAS, the Attomey General ofthe State of California serves as the chief law ‘officer of California and in that capacity, is charged with enforcing the laws safeguarding the State’s environmental and natural resources; and WHEREAS, the Attorney General has an interest in the protection of Lake Tahoe; and WHEREAS, the Attomey General and MVWP mutually desire thatthe Maris Valley ‘West Parcel Specifie Plan (“MV WPSP" or “Project”) be implemented in a manner which is not detrimental tothe Lake Tahoe region's environment; and WHEREAS, pursuant tothe California Environmental Quality Aet and Guidelines (CEQA"), Placer County (“County”) prepared and on October 22, 2015 circulated for a 45~ day publicfagency review and comment period a Draft Environmental Impact Report (“Draft EIR”) for the MVWPSP; and WHEREAS, the FIR indicated the Project could add up to 1,395 average daily trips ADT"? inthe Tahoe Basin on a peak summer day; and WHEREAS, the County received written comments on the DEIR, in response to ‘whieh the County prepared and released Final Environmental Impact Report on May 3, 2016 (the “Final EIR"); and Page 1 14WHEREAS, the Attorey Genetal submitted a comment letter on the Final EIR-on September 6, 2016 requesting the County provide additional analysis and mitigation of the project's potential envizonmental impacts tothe Lake Tahoe Basin from increased vehicle tse and vehicle miles travelled (°VMT") within the basin before considering approval of the MVWPSP; and WHEREAS, on October 1, 2016, the Board took final action, cetified the BIR, and approved the MVWPSP based on the EIR and record before the County, whieh included additional analyses and responses to comments included inthe staff report presented to the Board; and WHEREAS, on November 9, 2016, counsel forthe Atlomey General, County, and MVWP met to discuss the Attorney General's concems relating to the MVWPSP and potential impacts to air quality and water quality from increased vehicle use in the Lake “Tahoe Basin; and WHEREAS, the pastes acknowledge that TRPA has historically used increases in vehicle trips asa proxy for air and water quality impacts associated with vehicles and ‘requires projets within the Basin that add trips to pay into its Air Quality Mitigation Fee; and WHEREAS, duc to the importance of Lake Tahoe and the multiple efforts underway to not only protect Lake Talos, but to improve lake clarity, MVWP has agreed to voluntarily pay TRPA’S Ar Quality Mitigation Fee in response to the Attomey General’s concerns ‘ating to the potential air and water quality Impacts associated with the MVWPSP"s increase in vehicle use within the basin; and WHEREAS, MVW?'s voluntary payment of TRPA’s Air Quality Mitigation Fee as set forth in this Agreement i equivalent, if not more, than the requirement that would apply to the project's added vehicle trips ifthe MVWPSP were located within the Lake Tahoe Basin; and WHEREAS, MVWP ogrees to voluntarily pay TRPA’s Air Quality Mitigation Fee as set forth in this Agreement in exchange forthe Attorney General agreeing not to flea legal challenge tothe County's approval of the MV WPSP; and. WHEREAS, the Air Quality Mitigation Fee paid hy MVWP will be remitted t the ‘TRPA, which will then allocate those funds to the County fr the implementation of environmental improvement projects to reduce VM and improve air and water quality; and WHEREAS, although the parties disagree as to whether the EIR complies with CEQA, notwithstanding this difference of opinion, and in acknowledgment of the improvements to Lake Tahoe that will accrue asa result of MVWP's voluntary payment of Page2TTRPA's Air Quality Mitigation Fee, the parties agree that iis in their mutual best intrest to avoid litigation; and NOW, THEREFORE, in consideration of the mutual terms, covenants snd conditions, MVWP and the Attomey General agree as follows: Seetion 1, Payment of TRPA’s Air Quality Mitigation Fee to Reduce VMT Impacts to Tahoe Basin. 1. Specific Measure. MVWP agrees to pay a total of $385,612 to TRPA as a voluntary payment of TRPA's Air Quality Mitigation Fee based on the following calculations: ‘The 385,612 payment shall be allocated per residential unit developed in the MVWPSP Project as follows: 5385,612 = 760 residential units = $ 507.38 per residential unit MVWP agrees thatthe $507.38 per residential unit fee shall be due and payable to ‘TRPA at the time of the issuance ofeach initial building permit by the County for ‘each ofthe 760 residential units inthe Project. 2. Cooperation with Regulatory Agencies. The Attomey General and MVWP recognize that payment of TRPA's Air Quality Mitigation Fee will require the ‘cooperation of TRA, and therefore agree to cooperate in the implementation of this Agreement so that ils benefits will be attained, If TRPA requires some ‘modification to the method of payment, the parties agree to cooperate with each ‘other to make adjustments to this Agreement as necessary. Any such adjustments shall be embodied in a writing signed by both parties, and shall no, in any case, ‘change the required amount or timing of the payment of the TRPA Air Quality ‘Mitigation Fee on a per residential unt basis that MVWP has agreed to pay as set forth in this Section. Seetion 2, Recordation of Memorandum of this Agreement with the County Recorder's Office Page3 1. Record Memorandum of this Agreement. MVWP agrees to record this Agreement (ora Memorandum attaching this Agreement) inthe chain of title fr the property ‘underlying the MVWPSP with the County Recorder’s Office within 30 days ofits ‘effective date in ard to provide any subsequent purchaser with notice of the ‘obligations contained within this Agreement, 2. Notice of Recording. MVWP shall further provide the Attorney General’s Office “with proof of recording within 15 days of recording this AgreementSeotion 3, Covenant Not to Sue or Otherwise Challenge the EIR for the MVWPSP. 1. Covenant Not fo Sue. In consideration of the MVWP"s commitment to implement the Specific Measure set forth in Sections 1 and 2 above, and subject to this| Section and Section 4 below the Attorney General agrees that it will not fle a legal challenge against, or otherwise intervene against, MVWP in any suit challenging the adequacy of the FIR certified by the County on October 11, 2016 for the MVWPSP, including the adequacy of mitigation measures identified in the EIR. This section shall not restrict any constitutional or statutory obligation of the ‘Attomey General, upon the request ofa state agency, board, of commission, 10 represent such agency, board or commission asa client. Seetion 4. Termination, |, Termination of This Agreement in Event of Other Agency Litigation. Inthe event ‘any slate ageney for which the Attomey General is acting as counsel commences ‘or intervenes ina legal challenge as to the adequacy ofthe EIR for the MVWPSP approved by the County on November 15, 2016 that includes claims relating tothe Aomey General's comment leteron the FEIR for the MVWPSP, MVWP shall hhave the right to terminate this Agreement, 2. ‘Termination of This Agreement in Event MVWPSP EIR or Approvals Rescinded ‘or Vacated, te parties acknowledge that other parties may fe tigation or raise procedural challenges to the County's October II, 2016 certification of the EIR and “approvals forthe MVWPSP. As a result, or in response, the County may modify ‘or rescind its certification and approvals. Ifthe County modifies or rescind its approvals for the MVWPSP, the following shall apply: A. Ifthe County reseinds its October 11, 2016 certification ofthe MVWPSP FIR ‘or its October 1, 2016 approvals of the MVWPSP or MV WPSP Development “Agreement, this Agreement shall be terminated unless all parties agree in writing toextend the Agreement. B. I the County modifies its October 11, 2016 approvals forthe MVWPSP in a ‘manner that reduces the number of residential units forthe Project, MVWP shall pay the same TRPA Air Quality Mitigation Foo on a per residential unit basis deseribed in Section 1 ofthis Agreement for the modified project, The Attorney General acknovsledges this may reduce the total amount ofthe TRPA Air Quality Mitigation Fees paid forthe Project. If, however, the County modifies the Project ina way tha eliminates all residential units for the Project, this Agreement shall be terminated unless all partes agree in writing to extend the Agreement, Page 43, Completion. Unless this Agreement is terminated as provided in this seetion, this ‘Agreement shall continue in effet from the Effective Date until the terms of the ‘Agreement have been completed ‘Section 5. Dispute Resolution, 1. Good Faith Efforts to Resolve Disputes. The parties shall attempt in good faith to resolve any controversy or claim aising out of or eating to this Agreement. Ifa controversy o claim should arise, MV'WP's designee and the Atomey General's representative (collectively, the “Representatives” will meet atleast once in| person and, in addition, at least once in person or by telephone to attempt to resolve the matter. The Representatives will make every effort to meet as soon as reasonably possible at a mutually agreed time and place. 2. Modifications. No addition to or modification of any term or provision ofthis ‘Agreement will be effective uales set forth in writing and signed by an tutharized representative of each party 3. Remedy if Ether Party Fails to Undertake an Obligation under This Agreement “The Parties agree that this Agreement may be enforced as a contract sith applicable remedies at law or equity, including specific performance, This ‘Agreement shall be admissible in any proceeding for its enforcement, Sestion 6, Compliance with Law. The parties recognize tha their respective commitments land covenants are subjest to applicable requirements of law, including those identified in this Seetion 6, HOA. Itis the partes’ good faith belie that this Agreement does not constitute a project within the meaning of CEQA and its Guidelines. ‘Section 7, Effectiveness. This Agreement shall be effective (“Effective Date”) as ofthe date ofthe signing of this Agreement. Ifthe Parties siga this Agreement on different date, then the last date is the Effective Date ‘Section 8, No Admissions. The Parties acknowledge that this Agreement is being entered int in setlement and to avoid further dispute, expense, o litigation, Nether this Agreement hor any ofits tems or provisions, nor any of the negotiations or proceedings eonnected with, it, shall be asserted to constitute or be cansirued as an admission or concession by either party of any factor legal assertion. ‘Section 9, General Terms and Conditions |. Publie Record. Upon final approval and execution of this Agreement by both the ‘Attomey General and MVWP, tis Agreement shall constitute a public record for Page spurposes of the California Public Records Act of 2004 (Govt. Code § 6250 et. 804). 2, ‘Time of Performance, The actions necessary to achieve the objectives of this ‘Agreement shall be completed in a timely manner. 3. Full Cooperation, MVWP and the Attorney General agree to cooperate with each ‘other and to provide cach other with al necessary documents (subject ro any privileges or other legal restrietions that may apply) when requested. Fach party ‘ill se its best efforts to achieve the objectives ofthis Agreement, consistent ‘with its legal obligations and applicable law, 4. Independent Capacity. The Attomey General enters into this Agreement in bet independent eapacity and not on behalf of any other state ageney, commission, or board. Nothing inthis Agreement resrets any constitutional or statutory obligation ofthe Attomey General, upon the request ofa state agency, board, or commission, to represent such agency, board or commission asa lint. 5. Notice. Any notice required or permitted by this Agreement shall be in writing ‘and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally, (b) by overnight courier upon ‘written verification of receipt, or (e) by catfied or registered mail, return receipt requested, upon verification ofreceipl. Any Party may at any time, by giving ten (10) days" written notice to the other Party designate any other person or address in substitution ofthe address to which such notice shall be given. Notice shall be sent tothe addresses set forth below, of such ather adress as either purty may specily in waiting: Ifo MVWP: MVWP Development, LLC clo: Mountainside Partners PO Box 2537 Truckee, CA 96160 With copies to: ‘Whitman F. Manley Howard P. Wilkins IIL Remy Moose Manley LLP ‘555 Capitol Mall, Suite $00 Sacramento, CA 95814 Page 6Ifo the Attomey General: Deputy Attomey General Nicole Rinke Office of the Attorney General 1300 I Street Sacramento, CA 95814 Tek: (916) 324-5475; FAX: (916) 322-5609 6, Enforeeability. The partes desire to ensure the terms ofthis Agreement are completed as described herein, IF MVWP dloes not comply with this Agreement, it will b responsible forall costs and fees associated with the Attorney General’s! cenforeement ofthis Agreement 7. Patil Invalidity, [any term, covenant, condition, o provision ofthis Agreement js held by a court of competent jurisdiction tobe invalid, void or unenforeeable, the remainder shall remain in fll force and effect, and shall in no way be affected, impaired or invalidated, unless the exclusion of such term or provision, othe application of such term or provision, would reslt in such a material change so as to cause completion of the obligations contemplated herein to be unreasonable, in ‘which ease the Parties shall work in good faith to amend this Agreement and/or take other action necessary to achieve the intent of this Agreement in a manner consistent with the ruling of the court. 8, California Law. This Agroement shall be governed by and construed in ‘ocordance with the laws ofthe State of California, 9. Rule of Construction, This Agreement shall be deemed to have been jointly drafted, so thatthe general rule of construction that it be construed against the drafter shall not apply. 10, Binding on Suocessors in Interest. Agents. This Agreement shall be binding on ‘ny successor in interest in the MVWPSP. This Agreement shal be binding on all officials, personne, or agents ofthe Attorney General 11. Signatures, This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement shall be binding upon the receipt of ‘original or electronic signatures. 12, Entre Agreement. This Agreement represents the entire agreement of the parties ‘with respect tothe subject matter herein, and supersedes any prior written or oral representations, discussions or understandings between the partis relating tothe subject matter of his Agreement age 7‘The undersigned have read this Agreement, fully understand its contents, and by the signatures below agree to its terms on behalf oftheir respective entities, MVWP DEVELOPMENT LLC, OFFICE OF THE CALIFORNIA ATTORNEY GENERAL, By: MVWP Investors LLC, @ Delaware limited liability ‘company, its manager By: Mountainside Partners LLC, Delaware limited liability company, its manager By: Kuri A. Krieg, Vice President Deputy Attorney General For: Kamala D. Harts, Attorney General Dated: December 30, 2016 Dated: December 30, 2016 APPROVED AS TO LEGAL FORM FOR MVWP By: Howard F. Wilkins I, Partner Remy Moose Manley, LLP Dated: December 30, 2016 Page‘The undersigned have read this Agreement, fully understand its contents, and by the signatures below agree to its terms on behalf of ther respective entities. MVWP DEVELOPMENT LLC, OFFICE OF THE CALIFORNIA ATTORNEY GENERAL, By: MVWP Investors LLC, 2 ‘Delaware limited liability company, its manager By: Mountainside Partners LLC, ‘Delaware limited libilty| company, its manager By: By: Kuri A. Keigg Jessica Tucker- Moh Vice Pres) Deputy Attorney General For: Kamala D. Harts, Attorney General Dated: December 30, 2016 ated: December 30, 2016 APPROVED AS TO LEGAL FORM FOR MVWP By: Howard F, Wilkins I, Partner Remy Moose Manley, LLP ated: December 30, 2016 Page @‘The undersigned have read this Agreement, fully understand its contents, and by the signatures below agree to its terms on behalf of thei respective entities MVWP DEVELOPMENT LLC, ‘OFFICE OF THE CALIFORNIA. ATTORNEY GENERAL, By: MVWP Investors LLC, 8 Delaware limited liability ‘company, is manager By: Mountainside Partners LLC, ‘a Dolawate limited liability ‘company, its manager By: By: Kuri A. Krieg, Jessiea Tasker Mohd Vice President Deputy Attorney General Por: Kamala D. Harts, ‘Attorney General, Dated: December 30,2016 Dated: December 30, 2016 APPROVED AS TO LEGAL FORM FOR MVWP By: Howard F. Wilkins I, Remy Moose Manley, LLP Dated: December 30,2016 Pages