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HomeMy WebLinkAboutPaul and Leah Miller Living Trust Capital Lift StationORIGINAL MEMORANDUM OF BETWEEN THE MILLER LIVING TRUST AND THE CITY OF PASCO I. PARTIES THIS MEMORANDUM OF UNDERSTANDING is made between Paul H. Miller and Leah A. Miller, Trustees under THE MILLER LIVING TRUST ("Developer"), and THE CITY OF PASCO, a Washington Municipal Corporation ("City"), on the date the last of the parties has approved this Memorandum. IL RECITALS WHEREAS: A. Developer. 1. Owns +/- 130 acres of property in the King City area of Pasco. 2. Is in the process of developing all +/- 130 acres which is referred to as the "Genesis Business Park". 3. Has seen interest from businesses looking to locate in the Genesis Business Park significantly increase over the last two years. 4. Cannot fully develop the "Genesis Business Park" until a sewer lift station is constructed to accommodate future sewer flows. 5. Has agreed to terms with a purchaser looking to construct a 40,000 square foot vegetable/fruit packing facility on 10 acres in the "Genesis Business Park". 6. Is negotiating with a large distribution center for a national retail company i.e. Project Sunrise. 7. Would like to have the sewer lift station operational by the April of 2016. 8. Owns the property which has been selected as the ideal location to site the sewer lift station. 9. Has agreed to take the lead on designing and constructing the sewer lift station. 10. Shall dedicate the lift station to the City of Pasco upon completion. 11. Has agreed to contribute 51% of the cost to design and construct the lift station, not to exceed $303,960. Page 1— MEMORANDUM OF UNDERSTANDING (Miller Twst / City of Pasco) S B. City of Pasco. Has designated a +/- 730 acre area that the sewer lift station is intended to service. 2. Acknowledges that the entire service area may take years to develop. 3. Has agreed that the lift station should initially be constructed to accommodate a short term projected sewer volume i.e. +/- 25% of the service area. 4. Has agreed that any future upsizing of the sewer lift station shall be the responsibility of the City and at the City's expense. Agrees to contribute 49% of the cost to design and construct the lift station, to include costs that exceed the developer's maximum contribution of $292,040. C. Understandings. 1. The parties are interested in outlining general understandings concerning how each party will pay their proportionate share to design and construct the sewer lift station. 2. The parties desire to make this memorandum of their understandings concerning this matter, subject to further investigations and negotiations between the parties, and 3. With the exception of Paragraph E, it is the intent of the parties that this memorandum is NOT a binding agreement concerning any of the matters outlined below, but is only a memorandum of what they might do in the future if written binding agreements can be made between the parties concerning these matters in their sole opinions and discretion. III. UNDERSTANDINGS NOW THEREFORE, the parties are interested in doing all of the following, but only if future written and binding agreements can be made by the parties concerning these matters, with each party entitled to NOT enter into any binding agreements if it so elects in its sole opinion and discretion. A. Engineering. Initial Design. Developer has engaged the services of a civil engineer to design to the sewer lift station to 15% and provide the Developer with design options as well as an engineer's estimate on the cost to construct the sewer lift station. Engineer will design the lift station in accordance with City of Pasco's expectations. Upon review of the engineers estimate, the Developer will make a business decision to either proceed with full design or abandon the project. The Engineer has provided the deliverables for review pending this MOU completion. 2. Full Design. Upon authorization from Developer, and acknowledgement by the City of Pasco, Engineer will complete full design the lift station and obtain City approvals. B. Construction. Bid Solicitation. Page 2 — MEMORANDUM OF UNDERSTANDING (Miller Trust / City of Pasco) a. Upon completion of full design and City approval, Developer will solicit three construction bids for construction beginning on or about July 30th, 2015. b. Developer intendeds to receive full and complete construction bids on or about August 30th, 2015. 2. Bid Review. a. Developer shall review all bids and determine which contractor and bid is best. b. City shall have an opportunity to review all bids. 3. Construction Timeline. It is the Developers intention to complete construction of the lift station in accordance with City approved drawings by April 2016. IV. PROPOSED TERMS OF THE DEVELOPMENT AGREEMENT A. Total Proiect Costs. To include but are not limited to; engineering fees, project management fees, survey fees, land, labor and materials associated with construction. A preliminary estimate of total project costs is as follows: Engineering $ 134,000 Land $ 15,000 Survey $ 2,000 Project Management (10% of construction) $ 45,000 Construction $ 400,000 Total $596,000 B. Participation of Each Party Regarding Costs Subject to Prevailing Wage. It is understood that if the City of Pasco is to participate in any development agreement, construction costs must be subject to prevailing wage rates. 2. Costs for services and materials are not subject to prevailing wage rates. C. Participation of Each Party Regarding Total Proiect Costs. Upon review of the bids Developer and City will go through each line item and determine who pays for what and when. 2. Using the examples above; if the total project cost to construct the lift station is $646,000 and the difference between Prevailing Wage and Non Prevailing Wage is $50,000: The Developer shall pay 51% of $596,000 51 % x $596,000 = $303,960 The City of Pasco shall Pay 49% of $596,000 = $292,040. Page 3 — MEMORANDUM OF UNDERSTANDING (Miller Trust / City of Pasw) 3. The City of Pasco can pay for certain line items during construction. If the City cannot fully pay for $292,040 worth of line items during construction, it will reimburse the balance, to include 5% interest, over a three (3) year period. V. LATECOMERS FEES A. Distribution. City. 1. Latecomer's fee will be calculated on acreage basis 2. Developer shall receive all latecomers' fees received by the City for 10 years beginning at the completion of the project. 3. Latecomer's fees received after 10 years will be shared 50150 between Developer and VI. FAILURE TO AGREE Engineering and Proiect Management Fees. Should Developer and City of Pasco fail to come to terms on the development agreement mentioned in Section IV; City shall reimburse Developer 50% of the cost to fully engineer the lift station and 50% of project management fees incurred by Developer. VII. APPROVAL BY COUNTERPART SIGNATURES. This Memorandum of Understanding may be made by the exchange of counterpart signatures by email, fax or otherwise. READ AND Paul H. Miller and Leah A. Miller, Trustees u THE,i1IILLLERQLIVING TRUST By: Paul Miller, Trustee Paul H. Miller and Leah A. Miller, Trustees under THE MILLER LIVING TRUST By: �e Gt- /2 11 Leah Miller, Trustee CITY OF PASCO, Director Page 4 — MEMORANDUM OF UNDERSTANDING (Miller Trust / City of Pasco) Signed on �% W,v� Zq , 2015 Signed on — 9 2015 Signed only —,9 . _, 2015 Signed on / % _, 2015 TO Signed on ---7— a , 2015 City Attorney Page 5 — MEMORANDUM OF UNDERSTANDING (Miller Trust I City of Pasco)