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. The City shall bear no
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