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HomeMy WebLinkAboutFifties I LLC Sewer System Extension AgreementSEWER SYSTEM EXTENSION AGREEMENT THIS SEWER SYSTEM EXTENSION AGREEMENT is entered into this of December, 2013, by and between Fifties I, LLC, a Washington Limited Liability Comp anay (hereinafter referred to as Fifties I), and the City of Pasco, Washington, a Washington Municipal Corporation (hereinafter referred to as "City "), for the purpose of extending sewer system improvements for the benefit of the properties in the Commercial- Kahlotus Service Area. WHEREAS, Fifties I under separate agreement with Oregon Potato (Freeze- Pack), Carson Ag, LLC (Agri-Pak), and Pasco Industrial Properties, LLC (Pasco Industrial) has been authorized to represent the parties in this Sewer System Extension Agreement with the City, and WHEREAS, Fifties I, Freeze Pack, Agri-Pak, and Pasco Industrial own certain real property along Commercial Avenue Loop that is zoned and used for industrial purposes; and WHEREAS, Fifties I, Freeze -Pack, Agri-Pak and Pasco Industrial all desire to have City of Pasco sewer service extended to the developed properties for domestic use; and WHEREAS, Fifties I, Freeze -Pack, Agri-Pak and Pasco Industrial are committed to constructing a sewer system line extension to the proposed properties as described in Exhibit A, and then dedicate the sewer lines and appurtenances to the City; and WHEREAS, the City of Pasco possesses the capacity to provide sewer utility services to citizens and real properties within its municipal boundaries and its urban growth boundaries; and WHEREAS, the City of Pasco's long range comprehensive sewer plan provides for the systematic extension of sewer utilities throughout the City's urban growth area; and WHEREAS, the parties desire, by this cooperation agreement, to jointly participate in the cost of the sewer line construction that provides benefits to all parties and their respective properties. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: FIFTIES I OBLIGATIONS. Fifties I shall: A. Provide the complete design of the proposed sewer system extension, as described in Exhibit A and Exhibit C, by a Professional Engineer registered to practice Engineering in the State of Washington. The sewer system design shall include pipe, manholes and all appurtenances from a connection point at the Commercial- Kahlotus Lift Station inlet pipe near Manhole 1 located on the south side of Pasco - Kahlotus Highway; then south approximately 1,430 LF through the property owned by Fifties I to the south property boundary; then westerly along the southern property boundary approximately Sewer System Extension Agreement — Fifties I, LLC Page 1 December 5, 2013 1,760 LF to Commercial Avenue Loop (aka Old Kahlotus Hwy.); then south for approximately 400 LF along Commercial Avenue Loop. The design of the sewer system extension shall be in accordance with the latest City of Pasco requirements and standards including any adopted or referenced state and federal requirements and standards. The engineering design, construction plans and specifications shall be submitted to the City for review and/or approval at the 60% and Final stages of design. B. From the design, as approved by the City, construct the system extension including all pipe, manholes and appurtenances in accordance with applicable City, state and federal standards and requirements. C. Be responsible for the cost of the design of the sewer system extension, as described in Exhibit B. D. Be responsible for the costs associated with the furnishing of materials and labor, and construction of the equivalent of a 10 -In. diameter pipeline including manholes and associated appurtenances necessary to provide adequate domestic sewer service to the proposed properties, along the alignment described above. E. Shall at its own cost and efforts secure all reviews, approvals and permits from any and all applicable jurisdictions, and pay all associated fees. F. Shall execute all deeds, documents, permits, agreements and checklists necessary for the permitting and conveyance of property and construction of the system extension described above and the performance of this Agreement. G. Enter into a Latecomer's Agreement with the City, to provide for future reimbursement of incurred costs from owners /developers of property who desire to connect but did not contribute to the costs of the sewer system extension improvements. 2. CITY OBLIGATIONS. City shall: A. Process in its usual course, Fifties I's applications for plan review and permits associated with the sewer system extension project as described above and in Exhibit A, in a timely manner. B. Provide project design criteria, and determine the size of pipe, spacing of manholes and other appurtenances required to maintain the integrity of the City's sewer system. C. Provide timely reviews of the specifications at the 60% and Final submittals. Sewer System Extension Agreement — Fifties I, LLC Page 2 December 5, 2013 engineering design, construction plans and D. Provide inspection services during the course of construction consistent with the level of effort utilized on other capital and development projects within the City, or as may be required to ensure the required quality of the completed work. E. Be responsible for the incremental increase in cost between a 10 -In. pipe system and the actual pipe size required, as included in the construction cost estimates prepared by Rotschy, Inc. (provided by Fifties I in October 2013), and reviewed and adjusted by the City (summarized in Exhibit B). The City's share of the construction costs shall not exceed $54,179.75, including Washington State Sales Tax, except as may be negotiated and agreed upon by both parties, in writing, by amendment to the Agreement. F. Upon satisfactory completion of the improvements described above, accept the dedication of the sewer system extension improvements as described in Exhibit A and Exhibit C, and by Council resolution accept ownership thereof, and maintenance and operation of the improvements thereafter. G. Enter into Latecomer's Agreements with Fifties, I to provide for future reimbursement of incurred costs from owners /developers of property who desire to connect but did not contribute to the costs of the sewer system extension improvements. 3. TERM. This Agreement shall be effective commencing on the day of December, 2013, and all improvements, conveyances and obligations of the parties shall be complete on or before July 1, 2014. The Agreement shall terminate on August 1, 2014, or with the completion and acceptance of the sewer system extension improvements, whichever is sooner. 4. AUTHORITY TO APPROVE AGREEMENT. The parties represent and warrant that all steps necessary for the approval of this Agreement have been completed by: A. Fifties I, LLC by its Managing Member. B. City of Pasco by the Pasco City Council. The officers signing below are authorized to do so and that the execution of this Sewer System Extension Agreement is valid and binding for all purposes. 5. DISPUTE RESOLUTION. In the event of a dispute between the parties regarding the interpretation, breach or enforcement of this Agreement, the parties shall first meet in a good faith effort to resolve the dispute by themselves or with the assistance of a mediator. The remaining dispute shall be resolved by arbitration pursuant to RCW 7.04A, the Mandatory Rules of Arbitration (MAR), with all parties waiving the right of a jury trial upon de novo Sewer System Extension Agreement -Fifties I, LLC Page 3 December 5, 2013 review, with the substantially prevailing party being awarded its reasonable attorney fees and costs against the other. 6. GENERAL PROVISIONS. A. This Sewer System Extension Agreement constitutes the entire agreement between the parties, and no prior oral or written agreement shall be valid, and any modifications of this Agreement must be in writing signed by all parties. B. This Sewer System Extension Agreement shall be binding on the parties, and their heirs, successors and assigns. C. For the purpose of this Agreement, time is of the essence. 7. MUTUAL COOPERATON AND FURTHER AGREEMENTS. The parties agree to cooperate in good faith, with regard to each and every aspect required for the completion of the construction of the sewer system extension which is the object of this Agreement, and the transfer of property, and to further sign all documents, deeds and permits reasonably necessary to accomplish the purposes of this Agreement. DATED this day of December, 2013. CITY Gary City FI IES I, LLC I Cheryl Berg Managing Member Sewer System Extension Agreement— Fifties I, LLC Page 4 December 5, 2013 EXHIBIT A CITY OF PASCO SEWER SYSTEM EXTENSION IN THE COMMERCIAL- KAHLOTUS AREA DESCRIPTION OF PROJECT Introduction: For the past several months, Mr. Thomas Kidwell, representing a group of property owners including Fifties I, LLC, Oregon Potato (Freeze- Pack), Carson Ag, LLC (Agri-Pak), and Pasco Industrial Properties, LLC, has been discussing development plans and the need for a gravity sewer extension to the properties in the Commercial Avenue / Pasco - Kahlotus Highway area, with the City. The City had previously recognized the need for a gravity sewer main to serve the existing industrial users and developing properties; and had completed the design of a system that was proposed to be constructed and financed by a Local Improvement District. Mr. Kidwell, on behalf of all of the private properties, approached the City and proposed that the private property owners would redesign the sewer main route, construct and fund the construction. The sewer extension would connect to the Commercial- Kahlotus Lift Station, recently completed by the City. The proposal also included a provision that the City would assume the cost of any oversizing of the pipeline and extra depth that might be required to serve the larger area. Project Description: The proposed project will extend City of Pasco domestic sewer service from a connection point at the Commercial - Kahlotus Lift Station inlet pipe near Manhole I located on the south side of Pasco- Kahlotus Highway; then south approximately 1,430 LF through the property owned by Fifties I to the south property boundary; then westerly along the southern property boundary approximately 1,760 LF to Commercial Avenue Loop (aka Old Kahlotus Hwy.); then south for approximately 400 LF along Commercial Avenue Loop. The sewer system extension will include necessary pipe, manholes and other appurtenances as determined by the City of Pasco. Design and construction will be in accordance with all current applicable City of Pasco standards and requirements and all applicable state and federal standards and requirements as may be adopted or referenced by the City. The sewer system extension alignment will be located as proposed by the property owners with input from and approval by the City of Pasco. General Cost Sharing Proposal: The parties have negotiated a cost sharing arrangement that generally provides for the following: Design — As the City of Pasco has previously completed the design of a sewer extension to the area and the property owners are proposing a revised alignment, the property owners shall be entirely responsible for the redesign of the sewer extension including the cost of design, topographical survey, preparation of construction documents, construction survey, and City plan review and construction inspection efforts for the work associated with the sewer system extension. • Construction — Fifties I shall be responsible for the entire cost of the equivalent of a 10 -inch pipe system. The City of Pasco will be responsible for the cost differential to provide a larger diameter pipe system where deemed to be required, by the City. Development specific costs — Each with their individual properties, responsibility for these costs. Exhibit A — Fifties I, LLC December 5, 2013 Property owner will be responsible for the costs associated developments, and businesses. 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