HomeMy WebLinkAboutBig Sky Development LLC - Irrigation System Upsize Agreement Parcel #115210038 The Dunes and Certificate of Liability InsuranceFRANKLIN COUNTY RECORDING
COVER SHEET
NAME AND RETURN ADDRESS:
City of Pasco
Attn:Carmen Patrick
525 N. 3rd Ave
Pasco, WA 99301
FORM COMPLETED BY: Carmen Patrick
PLEASE PRINT OR TYPE INFORMATION:
AFN t# 1971430 AGREE
02/16/2023 03:30 PM
13 Page(s) $215.50
Matt Beaton, Auditor
Franklin Co., WA
PHONE # 509-545-3441
DOCUMENT TITLE(S) (or transaction contained therein)
1. IRRIGATION SYSTEM UPSIZE AGREEEMENT
2.
3.
GRANTOR(S) (Last name, first name, middle name/initials):
1. BIG SKY DEVELOPEMENT/DAVE GREENO
2.
3.
4.
Additional names on page of document
GRANTEE(S) (Last name, first name, middle name/initials):
1. CITY OF PASCO
2.
3.
4.
Additional names on page of document
LEGAL DESCRIPTION (Abbreviated: ie.lot, block, plat or section, township, range)
LOT 8 OF RECORD SURVEY #1956316
Q Additional legal is on page ___ _,_of document
AUDITOR'S REFERENCE NUMBER(S)
ASSESSOR'S PROPERTY TAX PARCEL NUMBER
115210038
R Additional parcel numbers on page of document
The Auditor/Recorder will rely on the information provided on this form. The staff will not read the
document to verify the accuracy or completeness of the indexing information
EMERGENCY NONSTANDARD REQUEST
am requesting an emergency nonstandard recording for an additional fee of $50.00 as provided in
RCW 36.18.010. 1 understand that the recording processing requirements may cover up or otherwise
obscure some part of the text of the original document.
Signature Date
FILED FOR RECORD AT REQUEST OF:
City of Pasco
WHEN RECORDED RETURN TO:
City of Pasco, Washington
525 North 3rd
Pasco WA 99301
Tax Parcel No. 115-210-038
Legal Description: LOT 8 OF RECORD SURVEY #1956316
IRRIGATION SYSTEM UPSIZE AGREEMENT
THIS IRRIGATION SYSTEM UPSIZE AGREEMENT is entered into this
L� day of 2023 , by and between Big Sky Development LLC
hereinafter referred t as "Developer", and the City of Pasco, Washington, a Municipal
Corporation, hereinafter referred to as "City" for the purpose of extending irrigation
system improvements for the benefit of the properties to be developed by the Developer
and to benefit properties within the northern proposed urban growth area.
WHEREAS, the Developer owns or controls certain real property specifically
described in Exhibit A of this Agreement, and said real property is situated inside the
City's municipal boundaries; and
WHEREAS, the Developer has submitted an application with the City to
subdivide the property for residential use; and
WHEREAS, the Developer desires to have City irrigation service for domestic
use extended to the residential lots resulting from said plat; and
WHEREAS, the City currently possesses the capacity to provide irrigation
utility services to the above-mentioned citizens and real properties to be developed; and
WHEREAS, adequate and proper irrigation system facilities currently exist
nearby and are available to be extended; and
WHEREAS, the City has identified certain benefits to the City that will be
received by the construction of the facilities identified herein, to include a benefit to
surrounding areas including connection to a future irrigation service.
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Irrigation System Upsize Agreement - 1
WHEREAS, the Developer is willing to construct and install the irrigation
improvements described in this Agreement upon the expectation that the City will
accept the same and permit them to be connected to the municipal irrigation system,
consistent with the terms of this Agreement. The City is willing to accept the irrigation
improvements for the project, on the terms and conditions set forth in this Agreement,
which the City deems necessary to protect the health, safety and welfare of the public
provided that the costs of constructing the irrigation improvements for the project are
shared by the Developer and the City as agreed upon per the terms of this Agreement;
and
WHEREAS, this Agreement is made upon the basis of the foregoing
provisions, and in consideration of the mutual promises and covenants herein, and the
mutual benefits to be derived by the parties therefrom.
NOW, THEREFORE, the parties agree as follows:
1. Definitions. The term "utility" means irrigation and facilities, complete
with appurtenances.
2. Developer Obligations.
A) Developer shall be required to construct certain utility system
improvements (the irrigation improvements) as set forth in Exhibit B at its sole
cost and expense, with the exception of the contribution by reimbursement from
the City as provided in Section 4 of this Agreement.
B) Developer shall hire a licensed professional engineer to design
the irrigation improvements.
C) Developer shall hire a licensed contractor for the construction of
the irrigation improvements. Developer shall ensure that its contractor obtains
all required permits for the project. Developer shall require its contractor to pay
current prevailing wage rates for the project.
3. Irrigation Improvements. The Developer agrees to construct and pay
all costs of designing, reviewing, permitting, engineering, inspecting and constructing
the Irrigation Improvements as described in the attached hereto as Exhibit B. The
Developer shall construct the Irrigation Improvements in conformity with all the City's
development standards and specifications.
4. City Obligations. The City agrees to reimburse the Developer for the
difference of the costs of construction of the 16 -inch irrigation main in lieu of 8 -inch
irrigation, to include materials, and inspection, of approximately 2067 feet of the utility
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Irrigation System Upsize Agreement - 2
beginning at the Southwest corner of Parcel 115-210-038 and heading north on Road
108. In no case will the City's reimbursement obligations under this Section 4 exceed
$191,943.03 (ONE HUNDRED NINTEY ONE THOUSAND NINE HUNDRED
FOURTY THREE AND 03/100) for the entire project.
Final completion of the irrigation improvements and acceptance by the City per the
provisions of this Agreement shall be required prior to any reimbursement to
Developer. Reimbursement from the City shall be in the form of a check. Prior to
reimbursement being made by check, Developer agrees to submit an itemized invoice
indicating the work completed and the amount to be reimbursed by check along with
sufficient evidence that prevailing wages were paid.
5. Approval of Plans. Developer shall not begin construction of the
Required Improvements until the City Engineer has approved the plans and
specifications, and until proper permits have been issued.
6. Construction Close -Out. When the Developer has substantially
completed the irrigation improvements, they shall notify the City of such completion in
writing and request a preliminary inspection prior to the City taking ownership of the
irrigation infrastructure and prior to any further connections to the City irrigation
system by the Developer. "Substantial Completion" shall mean that the irrigation
improvements can perform their intended function and are ready to be conveyed for that
purpose, notwithstanding that certain finish elements of the work such as, but not
limited to, final restoration of landscaping and irrigation (if any), may remain for
completion subsequent to conveyance. The City shall schedule the inspection to occur
within fourteen (14) days of receiving such notice. Within fourteen (14) days after the
inspection, the City shall provide the Developer with a written list of any items that
need completion or correction to conform to the approved Plans and Specifications and
to this Agreement. The Developer shall promptly complete the listed items, at which
time the Developer may initiate the conveyance of the irrigation improvements to the
City per Section 7 of this Agreement. The failure of the City to act within the time
period set forth in this Section shall not alleviate the obligation of Developer to
construct the irrigation improvements in accordance with the approved plans and
specifications, nor constitute a waiver of any rights on the part of the City.
7. Conveyance to the City. Upon completion of the irrigation
improvements, and completion of the Construction Close -Out process set forth in
Section 6, Developer shall offer to convey ownership of the irrigation improvements to
the City through a Bill of Sale. Upon Developer's offer to convey ownership of the
irrigation improvements to the City, the City shall accept the same by Resolution of the
City Council, provided, that before the City shall give final approval to the acceptance
of such irrigation improvements, the Developer shall demonstrate the following:
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Irrigation System Upsize Agreement - 3
A. Developer has conveyed required Rights -of -Way to the City
and/or secured and recorded all required easements, in a form acceptable to the
City Attorney, providing a warranty that the grantor has the right to grant such
easement, and will indemnify and defend the City against all claims that the
grantor does not have such right.
B. Developer has furnished the City with an affidavit, in a form
acceptable to the City, stating that all charges incurred for materials and labor at
prevailing wage rates have been paid, and there are no liens against the property
or improvements.
C. Developer has furnished the City with documents of conveyance
of ownership of the irrigation improvements, in a form acceptable to the City
Attorney, providing a warranty that the Developer has the right to convey such
Improvements and will indemnify and defend the City against all claims that the
Developer does not have such right, and further providing that the
Improvements will be free of defects in material and workmanship for a period
of one (1) year from the date of the City's final acceptance of the irrigation
improvements and release of associated performance bonds. If the conveyance
includes one or more incomplete work elements subject to completion under a
performance bond or bonds issued pursuant to this Agreement, then the
conveyance documents shall address for each incomplete element the timing and
criteria for completion and initiating the warranty period.
D. Developer has submitted to the City, in a form acceptable to the
City Engineer, Record Drawings or "As-Builts" meeting City Development
Standards.
E. Developer has paid all permit fees, connection charges and all
other fees and charges for City costs required to be paid under this Agreement.
F. Developer has submitted an itemized final cost invoice to the
City, in a form acceptable to the City Engineer, of all costs incurred on the
irrigation improvements for the Project.
8. Connection to City's Public Utility System. After completion,
acceptance and conveyance of the irrigation improvements, the City shall permit
connection of the irrigation improvements to the City's public utility systems. All
public utilities shall be tested per methods established in the City's standards and
specifications, WSDOT Standard Specifications, AWWA test methods, and as
described in the pre -construction meeting minutes. Procedures for and timing of the
various tests for different utilities shall be determined in the pre -construction meeting
and recorded in the minutes of such meeting.
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Irrigation System Upsize Agreement - 4
9. Insurance. The Developer or its contractor shall maintain in full force
and effect during the time this Agreement is in effect public liability insurance, covering
bodily injury and property damage, which insurance shall name the City and its
employees and contracted consultants as additional insureds. Such insurance shall
provide limits of liability of $500,000 per person and $1,000,000 per occurrence for
bodily injury and $100,000 per person and $300,000 per occurrence for property
damage.
10. Indemnification. The Developer shall defend, indemnify, and hold
harmless the City, its officers, officials, agents, employees, and volunteers from any and
all claims and causes of action, including, but not limited to, actions of law or
administrative proceedings for all injuries to persons or damages to property, and all
losses, damages, demands, suits, judgments, including attorney fees, arising out of, or as
a result of, or in connection with the work performed under this Agreement, and caused
or occasioned in whole or in part by reason of errors, negligent acts or omissions of the
Developer or its contractors in the performance of this Agreement, except for injuries
and damages caused by the sole negligence of the City, its officers, employees, agents,
and volunteers.
Should a Court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injuries
or damages to property caused by or resulting from the concurrent negligence of the
Developer or its contractors, and the City, its officers, employees, agents and
volunteers, the Developer's liability and obligation to defend hereunder shall only be
the proportionate extent of the Developer's negligence.
It is further agreed that the indemnification provided herein constitutes the Developer's
waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes
of this indemnification.
No liability shall attach to the City by reason of entering into this Agreement except as
expressly provided herein.
This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
11. Costs Incurred by the City. The Developer shall pay to the City all
costs incurred by the City prior to conveyance that are associated with review and
approval of the irrigation improvements, including, but not limited to, engineering,
legal, and administrative costs, and including costs associated with the creation of this
Irrigation System Upsize Agreement. In lieu of Developer's payment of said costs
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Irrigation System Upsize Agreement - 5
under this Section, any said costs incurred by the City may be credited against the
amount to be reimbursed by City to Developer under Section 4 of this Agreement.
12. Notices. All notices required to be given under this Agreement shall be
in writing and shall be deemed served when mailed via certified mail, return receipt
requested, to the attention of the individual or position identified below. The parties may,
upon mutual agreement, determine to accept notice via e-mail.
City of Pasco:
City Engineer
525 North 3r1
Pasco, WA 99301
E -Mail: 'PftVU14CJe9h66y-wA.G0V
Developer:
Big Sky Development LLC
5426 Road 68 #D113
Pasco, WA 99301
E -Mail: C.CCa_,, r ® CL -o) . Cry c(`
13. Term. This Agreement shall be effective commencing on the i y1k day
of F , 20 2,3 , and all improvements, conveyances, and obligations of
the parties shill be complete on or before.e Ac
jA&L;(2-9, 207,q .The Agreement shall
terminate on �. , 20:2,q -, or with com tion and acceptance of the utility
system extension imp vements, whichever shall occur first.
14. Authority to Approve Agreement. The parties represent and warrant
that all steps necessary for the approval of this Agreement have been completed by:
A. Developer:
Entity: -3t* S IL.1
Name: ` w >r— ? 7%;n� o
Title: cr t-0 hnr Xt rz�
B. City:
City of Pasco, Washington
Name: K-AGv 1-t q00
Title: ih ��*V\ G M.&k-'OL!1M
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Irrigation System Upsize Agreement - 6
The officers signing below are authorized to do so and the execution of this
Irrigation System Upsize Agreement is valid and binding for all purposes.
15. Dispute Resolution. Should any dispute arise concerning the
enforcement, interpretation, breach or any other term of this Agreement, the parties
shall first meet in a good faith effort to resolve the dispute. In the event the dispute
cannot be resolved by agreement of the parties or by mediation, the dispute shall be
resolved by binding arbitration pursuant to RCW 7.04A, as amended, and the
Mandatory Rules of Arbitration (MAR). Venue shall be placed in Franklin County,
Washington; the laws of the State of Washington shall apply; and the substantially
prevailing party shall be entitled to its reasonable attorney fees and costs.
16. Governing Law. This Agreement is entered into under the laws of the
State of Washington, and the parties intend that Washington law shall apply to the
interpretation hereof.
17. Severability. In the event a non -material provision of this Agreement is
declared invalid, unconstitutional, or otherwise unenforceable, such provisions hereof as
are not affected by such declaration, shall remain in full force and effect.
18. Amendment. This Agreement may be modified only by written
instrument duly executed by all parties.
19. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.
20. Agreement Construction. This Agreement sets forth the entire
understanding and agreement of the parties relating to the subject matter hereof. This
Agreement shall be construed as a whole. The captions and headings herein are for
convenience only and shall not be relied upon or used to interpret/construe this
Agreement or any portion thereof. Each party signing this Agreement acknowledges
that they participated in the drafting of this Agreement and, as such, this Agreement
shall not be presumptively interpreted/construed in favor of nor against any particular
parry, but rather this Agreement shall be given an objectively fair and reasonable
interpretation and construction in light of and in accordance with its express terms and
provisions.
21. General Provisions.
A. This Irrigation System Upsize Agreement constitutes the entire
agreement between the parties and no prior oral or written agreement shall be
valid.
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Irrigation System Upsize Agreement - 7
B. For the purpose of this Agreement, time is of the essence.
22. Mutual Cooperation and Further Agreements. When in compliance
with the Pasco Municipal Code and State and Federal laws, the parties agree to
cooperate in good faith with regard to each and every aspect required for the completion
of the construction of the irrigation system improvements which are the subject of this
Agreement and the transfer of property; and to further sign all documents, deeds, and
permits reasonably necessary to accomplish the purpose of this Agreement.
EXECUTED the day and year first above written.
CITY OF PAS% DEVELOPER:
By: By:
Adam Lincoln, Interim City Manager
ATTEST:
IL L. ���
Debra Barham, City Clerk
TO
Kerr Fergus , ity Attorney
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Irrigation System Upsize Agreement - 8
STATE OF WASHINGTON )
: ss
COUNTY OF FRANKLIN )
On this day personally appeared before me ADAM LINCOLN, Interim City
Manager of the City of Pasco, Washington, described in and who executed the within
and foregoing instrument, and acknowledged that he signed the same as his free and
voluntary act and deed for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this Q) day of
20 23
APRIL CULWELL
NOTARY PUBLIC #208573
STATE OF WASHINGTON
COMMISSION EXPIRES
JULY 19, 2023
wo,a
Notary"Public in and for the State of Washington
Print Name: PCI' 21 L. 00 LW El- '--
Residing at 5--9ktn(C LI kn lDIA n7-(
My Commission Expires: T14L4 IQ, 2023
STATE OF WASHINGTON)
: ss
COUNTY OF FRANKLIN )
On this day personally appeared before me Dave Greeno, Owner of Big Sky
Development LLC, a Washington Corporation, described in and who executed the
within and foregoing instrument, and acknowledged that he signed the same as his free
and voluntary act and deed for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this -3( day of
20 .
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Irrigation System Upsize Agreement - 9
EXHIBIT A
"Legal Description"
LOT 8 OF RECORD SURVEY #1956316
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Irrigation System Upsize Agreement - 10
EXHIBIT B
"Required Improvements"
Site Maps, Engineering Drawings and Other Project Details Required by City
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Irrigation System Upsize Agreement - 11
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