HomeMy WebLinkAbout4768 Resolution - Convention Drive AgreementResolution - ____ Agreement - 1
Version 1.9.26
RESOLUTION NO. 4768
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE CITY MANAGER TO EXECUTE RIGHT-OF-WAY
DEDICATION AND REIMBURSEMENT AGREEMENT BIG SKY
DEVELOPERS LLC, A WASHINGTON LIMITED LIABILITY COMPANY
FOR ADDITIONAL RIGHT-OF-WAY DEDICATION ALONG CONVENTION
DRIVE..
WHEREAS, the City of Pasco (City) requires developers, as a condition of plat and
development approvals and pursuant to the Pasco Municipal Code, development standards, and
applicable permit approvals, to design, construct, and dedicate certain street frontage, right-of-
way, and public improvements adjacent to or serving their developments; and
WHEREAS, the City has determined that acquisition of additional right-of-way along
Convention Drive, beyond the dedication otherwise required for the development of Glacier Park
Phase 1, Tract D (Franklin County Parcel No. 114330193), serves a public municipal purpose by
allowing Convention Drive to be constructed to a complete standard cross-section, improving
public circulation, access, maintenance, and long-term street functionality;; and
WHEREAS, under the Right-of-Way Dedication and Reimbursement Agreement, Big Sky
Developers LLC (Developer) will voluntarily dedicate the additional right-of-way area, estimated
at approximately 58,353 square feet, and the City will compensate the Developer at $8.85 per
square foot of the final dedicated area, an estimated total of $516,424.05, payable only after all
conditions precedent are satisfied, including completion of the required street improvements,
recording of the dedication, and delivery of acceptable title; and
WHEREAS, the City Council of the City of Pasco, Washington, has after due
consideration, determined that it is in the best interest of the City of Pasco to enter into a Right-of-
Way Dedication and Reimbursement Agreement with Big Sky Developers LLC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PASCO, WASHINGTON:
That the City Council of the City of Pasco approves the terms and conditions of the Right-
of-Way Dedication and Reimbursement Agreement between the City of Pasco and Big Sky
Developers LLC as attached hereto and incorporated herein as Exhibit A.
Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby
authorized, empowered, and directed to execute said Agreement on behalf of the City of Pasco.
Be It Further Resolved, that this Resolution shall take effect immediately.
Resolution - _____ Agreement - 2
Version 1.9.26
PASSED by the City Council of the City of Pasco, Washington, on this 20th day of July,
2026.
Charles Grimm
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Gabriela Sanchez Ogden Murphy Wallace, PLLC
City Clerk City Attorney
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RIGHT-OF-WAY DEDICATION AND REIMBURSEMENT AGREEMENT
This Right-of-Way Dedication and Reimbursement Agreement (“Agreement”) is entered into as
of July 20, 2026 (“Effective Date”), by and between the City of Pasco, a Washington municipal
corporation (“City”), and Big Sky Developers LLC, a Washington limited liability company
(“Developer”). The City and Developer are each a “Party” and collectively the “Parties.”
RECITALS
WHEREAS, Developer owns or controls certain real property located within the City
commonly known as Glacier Park Phase 2and legally described in Exhibit A attached hereto
(“Property”); and
WHEREAS, Developer has applied for or received City approval to subdivide and develop
the Property as Glacier Park Phase 2 Plat (“Plat” or “Development”); and
WHEREAS, as a condition of the Plat and under the City’s municipal code, development
standards, and applicable permit approvals, Developer is required to design, construct, and
dedicate to the City certain street frontage, right-of-way, and public improvements adjacent to
or serving the Development (“Required Street Improvements”); and
WHEREAS, Developer is voluntarily choosing to construct Convention Drive at a width,
alignment, or configuration that exceeds the dedication area otherwise required for the
Development; and
WHEREAS, the chosen construction of Convention Drive will reflect a complete cross-
section of the City’s standard street design when complete; and
WHEREAS, the additional right-of-way dedication area is generally located on the far side
of the Street and is approximately one-half of that far-side area, as depicted in Exhibit B
(“Additional Dedication Area”). The final area shall be determined by the approved civil plans,
final plat, record of survey, or other conveyance document approved by the City; and
WHEREAS, the City has determined that acquisition of the Additional Dedication Area
serves a public municipal purpose by allowing the Street to be constructed and dedicated in a
standard or more complete configuration, improving public circulation, access, maintenance, and
long-term street functionality; and
WHEREAS, the Parties desire to document their respective obligations regarding
construction, dedication, acceptance, and payment for the Additional Dedication Area.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the
Parties agree as follows:
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1. Definitions
For purposes of this Agreement, the following terms have the meanings set forth below.
1.1 Additional Dedication Area means the portion of the right-of-way or real property
interest that is not otherwise required to be dedicated by Developer as a condition of the
Plat or Development, but that Developer voluntarily will dedicate or convey to the City
so that the Street may be constructed at the agreed standard width, alignment, or
configuration. The Additional Dedication Area is generally depicted in Exhibit B and shall
be finally established by the approved final plat, right-of-way dedication document,
statutory warranty deed, easement, or other instrument approved by the City.
1.2 Required Dedication Area means all portions of the Property, right-of-way, easements,
or other real property interests that Developer is required to improve, dedicate, convey,
and/or grant to the City as a condition of the Plat, Development, City code, permit
approvals, frontage improvement obligations, SEPA mitigation, or other applicable
requirements, excluding the Additional Dedication Area. The Required Dedication Area is
generally depicted in Exhibit B and shall be finally established by the approved final plat,
right-of-way dedication document, statutory warranty deed, easement, or other
instrument approved by the City.
1.3 Required Street Improvements means all street, frontage, utility, stormwater, sidewalk,
curb, gutter, illumination, landscaping, traffic control, signage, and related public
improvements required for the Plat or Development under City code, standards, permit
approvals, or approved civil plans.
1.4 Street Improvements means the Required Street Improvements together with any
additional improvements necessary to construct the Street in the configuration shown
on the approved plans. The City’s payment obligation under this Agreement is limited to
payment for the Additional Dedication Area and does not include payment for
construction, labor, materials, utility relocation, design, permitting, inspection, bonding,
maintenance, or other improvement costs.
2. Developer’s Street Construction Obligations
2.1 No Reduction of Development Obligations. This Agreement does not reduce, waive, or
modify Developer’s obligations under the Plat, Development approvals, City code,
frontage improvement requirements, utility standards, stormwater requirements, SEPA
mitigation, or any other applicable requirement, except as expressly stated herein.
2.2 Developer Cost Responsibility. Except for the City’s payment obligation for the Additional
Dedication Area under Section 4, Developer shall be solely responsible for all costs
associated with the design, permitting, construction, inspection, testing, bonding,
warranty, correction, maintenance, and dedication of the Street Improvements.
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2.3 No City Construction Obligation. The City is not obligated to design, construct, manage,
or supervise the Street Improvements. City review, inspection, or approval of plans or
improvements shall not relieve Developer of responsibility for compliance with applicable
requirements or for defects, deficiencies, or nonconforming work.
3. Dedication and Conveyance
3.1 Required Dedication Area. Developer shall dedicate or convey the Required Dedication
Area to the City at no cost to the City, as required by the Plat, Development approvals,
City code, and applicable law.
3.2 Additional Dedication Area. Developer voluntarily agrees to dedicate or convey the
Additional Dedication Area to the City in exchange for the payment described in Section
4, subject to all conditions precedent in this Agreement.
3.3 Method of Dedication or Conveyance. The Additional Dedication Area shall be dedicated
or conveyed to the City by one or more of the following methods, as determined
acceptable by the City Attorney and Community and Economic Development Director or
his/her designee:
(a) right-of-way dedication deed;
(b) permanent public street easement; or
(c) other conveyance instrument acceptable to the City.
3.4 Legal Description and Survey. Developer shall provide, at Developer’s sole cost, all legal
descriptions, exhibits, surveys, record drawings, and other materials reasonably required
by the City to confirm the location and area of the Required Dedication Area and
Additional Dedication Area.
3.5 Title. Developer shall convey or dedicate the Additional Dedication Area to the City free
and clear of all liens, encumbrances, monetary obligations, security interests, leases,
licenses, possessory rights, and other title exceptions except those approved in writing
by the City. Developer shall provide title evidence acceptable to the City before payment.
3.6 Taxes and Assessments. Developer shall be responsible for all taxes, assessments,
charges, and obligations attributable to the Additional Dedication Area arising before
recording of the dedication or conveyance to the City.
3.7 Acceptance by City. Dedication or conveyance of the Additional Dedication Area shall not
be deemed accepted by the City until accepted in writing by the City or accepted through
the City’s approval and recording of the final plat or other conveyance instrument, as
applicable.
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4. City Payment for Additional Dedication Area
4.1 Payment Obligation. Subject to the terms and conditions of this Agreement, the City shall
pay Developer for the Additional Dedication Area in the amount calculated under this
Section.
4.2 Payment Amount. The payment amount shall be:
$8.85 per square foot multiplied by the final square footage of the Additional Dedication
Area.
4.3 The Parties presently estimate that the Additional Dedication Area consists of
approximately 58,353.00 square feet.
4.4 No Payment for Required Dedication. The City shall not pay Developer for the Required
Dedication Area, any Street Improvements, or any dedication, improvement, mitigation,
or obligation required as a condition of the Plat or Development.
4.5 No Payment for Construction Costs Unless Expressly Stated. The City’s payment is solely
for the Additional Dedication Area and does not include reimbursement for construction
costs, design costs, utility costs, frontage improvements, materials, labor, contractor
charges, inspection fees, permit fees, financing costs, administrative costs, overhead,
profit, delay costs, or any other cost.
4.6 Conditions Precedent to Payment. The City shall have no obligation to pay Developer
unless and until all of the following have occurred:
(a) All Street Improvements have been completed, inspected, and bonded consistent
with all applicable city regulations;
(b) Developer has executed and delivered all dedication or conveyance documents
required by the City;
(c) the dedication or conveyance of the Additional Dedication Area has been recorded;
(d) Developer has provided title evidence acceptable to the City showing that the
Additional Dedication Area is conveyed free and clear of unacceptable title
exceptions;
(e) Developer has paid all taxes, assessments, and charges attributable to the Additional
Dedication Area through the date of conveyance or dedication; and
(f) Developer is not in default under this Agreement, the Plat approvals, or applicable
permit conditions.
4.7 Time for Payment. The City shall make payment within thirty days after satisfaction of all
conditions precedent in Section 4.6 unless the City reasonably determines that additional
documentation is required.
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4.8 Full Compensation. Payment under this Agreement constitutes full and complete
compensation for the Additional Dedication Area. Upon payment, Developer waives and
releases any claim for additional compensation, damages, interest, relocation benefits,
severance damages, inverse condemnation damages, or other amounts arising from or
related to the Additional Dedication Area, except for claims based on the City’s breach of
this Agreement.
4.9 Public Purpose and Consideration. The Parties acknowledge that the City’s payment is
made for a public municipal purpose and in exchange for the conveyance or dedication
of the Additional Dedication Area. The Parties intend that the payment constitute
adequate consideration and not a gift of public funds.
5. Permits, Approvals, and Regulatory Authority
5.1 No Permit Approval by Agreement. This Agreement does not grant, approve, vest, modify,
or guarantee any land use approval, subdivision approval, engineering approval, building
permit, right-of-way permit, utility approval, concurrency determination, or other
governmental approval.
5.2 City Police Power Preserved. Nothing in this Agreement limits the City’s legislative,
regulatory, permitting, inspection, enforcement, or police-power authority.
5.3 Independent Review. The City’s obligations under this Agreement are independent from
the City’s regulatory review of the Plat and Development. Developer shall remain subject
to all applicable laws, standards, and permit conditions.
6. Environmental Disclosure
6.1 Environmental Condition. Developer shall disclose to the City any known environmental
condition affecting the Additional Dedication Area before conveyance. The City may
terminate this agreement if an environmental condition is disclosed which is not
acceptable to the City.
7. Liens, Claims, and Encumbrances
7.1 No Liens. Developer shall keep the Additional Dedication Area and Street Improvements
free from liens, claims, and encumbrances arising from Developer’s work, contractors,
subcontractors, suppliers, consultants, or financing.
7.2 Discharge of Liens. If any lien or claim is asserted against the Additional Dedication Area,
Street Improvements, or City property arising from Developer’s obligations, Developer
shall promptly discharge, bond over, or otherwise resolve the lien or claim at Developer’s
sole cost.
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7.3 Withholding. The City may withhold payment under this Agreement until Developer has
resolved any lien, claim, title objection, or encumbrance to the City’s reasonable
satisfaction.
8. Indemnification
8.1 Developer Indemnity. To the fullest extent permitted by law, Developer shall defend,
indemnify, and hold harmless the City, its elected and appointed officials, officers,
employees, agents, and volunteers from and against all claims, demands, damages,
losses, liabilities, penalties, fines, costs, expenses, and attorney fees arising out of or
related to Developer’s performance or failure to perform under this Agreement.
8.2 Limitations. Developer’s indemnity shall not apply to the extent a claim is caused by the
sole negligence of the City. If a claim is caused by or results from the concurrent
negligence of Developer and the City, Developer’s indemnity obligation shall apply only
to the extent of Developer’s negligence, fault, or responsibility, subject to RCW 4.24.115.
8.3 Industrial Insurance Waiver. Solely for purposes of enforcing the indemnity obligations in
this Agreement, Developer waives any immunity that may be granted under the
Washington Industrial Insurance Act, Title 51 RCW, but only to the extent necessary to
indemnify the City as required by this Agreement. The Parties acknowledge that this
waiver has been mutually negotiated.
8.4 Survival. This Section survives completion, payment, dedication, acceptance,
termination, or expiration of this Agreement.
9. Compliance With Law
9.1 General Compliance. Developer shall comply with all applicable federal, state, and local
laws, codes, ordinances, regulations, permit conditions, and City standards.
9.2 Prevailing Wage and Public Works Requirements. The Parties intend that the City’s
payment under this Agreement is for the Additional Dedication Area and not for
construction labor or construction reimbursement. To the extent any prevailing wage,
retainage, bonding, contractor registration, public works, or other labor or construction
requirement applies to any work performed by Developer or its contractors, Developer
shall be solely responsible for compliance. The City makes no representation to Developer
regarding the applicability or non-applicability of such requirements.
9.3 Nondiscrimination. Developer shall comply with all applicable nondiscrimination laws in
performing this Agreement.
10. Public Records and Audit
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10.1 Public Records. Developer acknowledges that this Agreement and records related
to the City’s payment and acquisition of the Additional Dedication Area may be public
records subject to disclosure under the Washington Public Records Act, chapter 42.56
RCW.
10.2 Records. Developer shall maintain records sufficient to document compliance with
this Agreement for at least six years after final payment or for any longer period required
by law.
10.3 Audit. Upon reasonable notice, Developer shall provide the City access to records
reasonably necessary to verify Developer’s compliance with this Agreement and the
conditions for payment.
11. Default and Remedies
11.1 Default. A Party is in default if it fails to perform a material obligation under this
Agreement and does not cure the failure within thirty days after written notice from the
non-defaulting Party. If the default cannot reasonably be cured within thirty days, the
defaulting Party shall not be in default if it begins cure within the thirty-day period and
diligently pursues cure to completion.
11.2 City Remedies. In addition to any other remedy available at law or equity, if
Developer defaults, the City may withhold payment, seek specific performance, seek
damages, or pursue any other lawful remedy.
11.3 Developer Remedies. If the City defaults, Developer may seek payment of amounts
due under this Agreement after satisfaction of all conditions precedent, specific
performance, or other remedies available at law or equity, subject to applicable
limitations on claims against municipal corporations.
11.4 No Consequential Damages. Neither Party shall be liable to the other for
consequential, speculative, or punitive damages arising from this Agreement.
12. Assignment and Binding Effect
12.1 Assignment. Developer may not assign this Agreement without the City’s prior
written consent, which shall not be unreasonably withheld if the assignee assumes all
obligations under this Agreement and has acquired the Property or the relevant portion
thereof.
12.2 Binding Effect. This Agreement binds and benefits the Parties and their respective
successors and permitted assigns.
13. Notices
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All notices under this Agreement shall be in writing and shall be delivered personally, by
nationally recognized overnight courier, by electronic mail, or by certified mail, return
receipt requested, to the following addresses:
City:
City of ____________
Attn: ______________________
Address: ______________________
Email: ______________________
With a copy to:
City Attorney
Address: ______________________
Email: ______________________
Developer:
Attn: ______________________
Address: ______________________
Email: ______________________
Notice is effective upon personal delivery or electronic email, one business day after
deposit with an overnight courier, or three business days after mailing by certified mail.
14. Dispute Resolution; Governing Law; Venue
14.1 Meet and Confer. Before filing litigation, the Parties shall make reasonable efforts
to meet and confer through representatives with authority to resolve the dispute.
14.2 Governing Law. This Agreement shall be governed by the laws of the State of
Washington.
14.3 Venue. Venue for any action arising from this Agreement shall be in the superior
court of Franklin County, Washington.
14.4 Attorney Fees. The prevailing Party in any action to enforce this Agreement shall
be entitled to recover its reasonable attorney fees and costs, including fees and costs on
appeal, to the extent permitted by law.
15. Miscellaneous
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15.1 Entire Agreement. This Agreement, including all exhibits, constitutes the entire
agreement between the Parties regarding the subject matter herein and supersedes all
prior discussions, negotiations, and understandings regarding that subject matter.
15.2 Amendment. This Agreement may be amended only by a written instrument
signed by both Parties.
15.3 No Waiver. No waiver of any breach or default shall constitute a waiver of any
other breach or default. No waiver is effective unless in writing and signed by the Party
against whom waiver is asserted.
15.4 Severability. If any provision of this Agreement is held invalid or unenforceable,
the remaining provisions shall remain in effect unless the invalid provision is material to
the Agreement’s overall purpose.
15.5 Interpretation. This Agreement shall be interpreted according to its fair meaning
and not strictly for or against either Party.
15.6 No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties only
and does not create rights in any third party, including contractors, subcontractors,
lenders, purchasers, lot owners, adjacent owners, or members of the public.
15.7 Counterparts and Electronic Signatures. This Agreement may be executed in
counterparts and by electronic signature, each of which shall be deemed an original and
all of which together constitute one instrument.
15.8 Authority. Each person signing this Agreement represents and warrants that they
have authority to sign on behalf of the Party for whom they sign.
16. Exhibits
The following exhibits are incorporated into this Agreement:
Exhibit A – Legal Descriptions of Property
Exhibit B – Depiction and Legal Description of Additional Dedication Area and Required
Dedication Area
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CITY:
CITY OF PASCO,
a Washington municipal corporation
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By: _______________________________
Name: Harold Stewart
Title: City Manager
Date: ______________________________
Approved as to form:
By: _______________________________
City Attorney
DEVELOPER:
Big Sky Developers LLC
a Washington limited liability company
By: _______________________________
Name: Brad Seabaugh
Title: ______________________________
Date: ______________________________
ACKNOWLEDGMENTS
STATE OF WASHINGTON
County of ____________
I certify that I know or have satisfactory evidence that ______________________ is the person
who appeared before me and said person acknowledged that they signed this instrument, on
oath stated that they were authorized to execute the instrument, and acknowledged it as the
______________________ of the City of ____________, a Washington municipal corporation, to
be the free and voluntary act of such entity for the uses and purposes mentioned in the
instrument.
Dated: ______________________
Notary Public in and for the State of Washington
Printed Name: ______________________
My appointment expires: _____________
STATE OF WASHINGTON
County of ____________
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I certify that I know or have satisfactory evidence that ______________________ is the person
who appeared before me and said person acknowledged that they signed this instrument, on
oath stated that they were authorized to execute the instrument, and acknowledged it as the
______________________ of ______________________, a ______________________, to be
the free and voluntary act of such entity for the uses and purposes mentioned in the instrument.
Dated: ______________________
Notary Public in and for the State of Washington
Printed Name: ______________________
My appointment expires: _____________
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Exhibit A
Franklin County Parcel Number: 114330193
Legal Description: Glacier Park Phase 1 Tract D
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3200 SF
128
3200 SF
129
3200 SF
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3200 SF
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3200 SF
132
3200 SF
133
3200 SF
134
4000 SF
135
4000 SF
136
4000 SF
137
4000 SF
138
4000 SF
139
4000 SF
140
5354 SF
141
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KAU TRAIL RD
Exhibit B
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3427 SF
120
3208 SF
121
3200 SF
122
3200 SF
123
3200 SF
124
4531 SF
125
3989 SF
126
3200 SF
127
3200 SF
128
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A
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