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HomeMy WebLinkAboutResolution 2002-121 agreement with gladden farms for construction of potable and non-potable water facilitiesMARANA RESOLUTION NO. 2002-121 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, ACCEPTING AND AUTHORIZING THE APPROVAL OF AN AGREEMENT BETWEEN THE TOWN OF MARANA AND GLADDEN FARMS, L.L.C., A NEVADA LIMITED LIABILITY COMPANY FOR CONSTRUCTON OF POTABLE AND NON-POTABLE WATER FACILITI]{S AND PROVISION OF WATER UTILITY SERVICE. WHEREAS, Gladden Farms, L.L.C., intends to facilitate the development of that certain property to be called Gladden Farms, more specifically described within Exhibit "1 ," an Agreement for Construction of Potable and Non-Potable Water Facilities and Provision of Water Utility Service between the Town of Marana and Gladden Farms, L.L.C. (the "Agreement"); and WHEREAS, Gladden Farms, L.L.C., is desirous of arranging for the provision of water service to and within the Property in connection with Development thereof; and WHEREAS, Marana is willing to provide water service to and within the Property in accordance with the Municipal Code of Marana and in accordance with the terms of the Agreement; and WHEREAS, Gladden Farms, L.L.C., agrees to the construction of water facilities within Gladden Farms; and WHEREAS, the Town of Marana, agrees to provide water service to the Gladden Farms development, pursuant to the terms and conditions of the Agreement; and WHEREAS, the Mayor and Council find that the terms and conditions of the Agreement are in the best interest of the Town. Marana, Arizona Resolution No. 2002-I21 1 of 3 NOW, THEREFORE, BE 1T RESOLVED by the Mayor and Council of the Town of Marana, Arizona, accepting and authorizing the approval of the Agreement for Construction of Potable and Non-Potable Water Facilities and Provision of Water Utility Service between the Town of Marana and Gladden Farms, L.L.C., a Nevada limited liability company, attached hereto as Exhibit "1" and incorporated herein by this reference, for construction of potable and non-potable water facilities and provisions for water utility service. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 5th day of November, 2002. ATTEST: APPROVED AS TO FORM: As Town Attomey and not personally Mayor BOBBY SUTTON, JR~ Marana, Arizona Resolution No. 2002-121 2 of 3 EXHIBIT "1" Marana, Arizona Resolution No. 2002-121 3 of 3 F. ANN RODRIG~~ RECORDER RECORDED BY: k DEPUTY RECORDER 3591 PE3 D~T: 11932 P1, 611 NO. JF PAGES: 28 SEQUENCE: 20022260273 11/22/2002 AG 11:16 SMARA TOWN OF MARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 MAIL AMOUNT PAID $ 19.50 TOWN OF MARANA AGREEMENT FOR CONSTRUCTION OF POTABLE AND NON-POTABLE WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE THIS AGREEMENT FOR CONSTRUCTION OF POTABLE AND NON- POTABLE WATER FACILITIES, entered into as of the ~ day "{fs(),.k~, 2002, by and between the TOWN OF MARANA, ARIZONA, an Arizona ml!lnicipal corporation, (hereinafter referred to as "Marana") and Gladden Farms, L.L.C., a Nevada limited liability company (hereinafter referred to as the "Developer" or Applicant"), is for the construction of "Water Facilities" necessary to provide water utility service to its Property, which is more specifically described on Exhibit "A" attached hereto and made a part hereof, (hereinafter the "Property"), on the following terms and conditions: RECITALS WHEREAS, Developer warrants it (i) is legally qualified to do business in the State or Arizona, and (ii) owns the Property which is the subject to this Agreement; and WHEREAS, Developer is desirous of arranging for the provision of water service to and within the Property in connection with development; and WHEREAS, Marana (i) owns and operates a municipal water system, and (ii) is experienced in the provision of water service; and WHEREAS, Marana is willing to supply water to Developer in accordance with the Municipal Code of Marana, and in accordance with the terms of this Agreement. COVENANTS NOW, THEREFORE, in consideration of the Recitals set forth above and the mutual covenants, conditions, and agreements set forth below, the parties agree as follows: z ORIGINAL 1 OF 3 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) / 1. DEFINITIONS 1.1 Applicant or Developer: Gladden Farms, L.L.C., and its successors and assigns. 1.2 Property: That certain property or real estate development known as Gladden Farms and as shown on Exhibit "A" attached hereto and made a part hereof. 1.3 Water Facilities: The public water facilities and appurtenances to be constructed under this Agreement and located within public rights-of-way or dedicated easements, and which, upon completion by Developer and inspection and acceptance by Marana, are to be deeded to Marana for operation and maintenance, including but not limited to water mains, valves, pipelines, booster pumps, wells, reservoirs and all other water facilities necessary for potable and non-potable water service to the Property and appurtenant to the municipal water supply system of Marana. 1.4 Water System: Water Facilities, including water mains, valves, hydrants, pipelines, booster pumps, wells, reservoirs, telemetry and all other water facilities and appurtenances necessary for potable and non-potable service to the Property and appurtenant to the municipal water supply system of Marana. 1.5 Work: As defined in Paragraph 2.7. 2. CONSTRUCTION OF WATER FACILITIES 2.1 Plans and Specifications, TestinQ and PhasinQ. Developer shall design and construct, at Developer's own expense, the Water Facilities in accordance with approved Plans and Specifications. The approved Plans and Specifications shall (i) conform to the design standards of the City of Tucson Water Department and the Marana Town Water Code, (ii) be sized to and capable of serving the water needs of the maximum authorized development on the Property (including all commercial and noncommercial development to be served by Marana), and (iii) designate the point of interconnection referred to in Paragraph 2.6 hereof. A copy of said approved On-Site Plans and Specifications for the Water Facilities is attached as Exhibit "B." (a) The Plans and Specifications shall include, at a minimum: (i) Water Production Facilities. Developer shall convey to Marana one (1) or two (2) potable water well(s), per Phasing Outline Exhibit "C" attached, with a combined production capacity of not less than two thousand (2000) gallons per minute, which Developer warrants, equals, or exceeds the water production capacity needed to serve the Property when fully developed. Developer will drill one (1) or two (2) new well(s) to a depth mutually agreed upon in writing (currently estimated at ]. == "7 """'" 2 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) seven hundred feet [700']), and initially twenty-inches (20") in diameter. In any event, the well(s) to be conveyed to Marana shall be capable of equaling or exceeding the production capacity specified above. The well(s) will be connected with a sixteen-inch (16") fill line to the regional storage tank. A sixteen- inch (16") pressure main from regional storage to development will provide the potable water. (ii) Separate Non-Potable Distribution System. Developer shall design and construct at Developer's own expense separate potable and non-potable distribution systems throughout the Property. The non-potable shall be constructed so as to clearly distinguish the non-potable system from the potable system and be capable of carrying untreated water from any source, such as CAP, groundwater, surface water and effluent (or reclaimed water). Design concept and specifications to follow under separate agreement. (iii) Interconnections. Developer shall design and construct at Developer's own expense an interconnection of their on site twelve-inch (12") main to the Marana existing eight-inch (8") potable main per Exhibit "c" Phasing Outline. Appurtenant facilities to interconnect the potable Water System to the Marana potable and non-potable water systems to the Marana non- potable at location specified by Marana. Unless otherwise mutually agreed and set forth on the Plans and Specifications the non-potable interconnection will terminate at the Marana potable water system. There will be no interconnection of potable and non-potable systems. Storaqe and Fire Protection. Developer shall payor participate at the fourth (4tn) phase of their development in a regional water storage facility for the potable water system based on the fire protection needs of the Water System at the Property's build-out which will be equal to, or exceed the estimated water usage on the hottest day of the summer, together with two (2) hours of fire flow at one thousand five hundred (1500) gallons per minute, or if Marana is to serve any commercial development on the Property, then three (3) hours of fire flow at one thousand five hundred (1500) gallons per minute. A portable self-contained generator of sufficient size to operate the well and 1200 gpm booster station fire pump will be installed to meet fire code requirements at the start of phase two (2) per Exhibit "c" Phasing Outline. (b) Well and Water Quality Testinq. Developer shall comply with Article 10, Chapter 2, Title 45, Arizona Revised Statutes governing well drilling, such as securing permits, use of licensed well drillers, filing well logs and meeting well standards. Developer shall perform well testing conforming to the American Water Works Association Standards (AWWA) for pump tests and shall conduct water quality (iv) 1 :J 1 3 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) testing conforming to the standards of the Arizona Department of Environmental Quality (ADEQ) and Pima County of Department of Environmental Quality (PCDEQ) for quality certification of new source wells. Water quality tests shall be sampled during the end of the longest continuing pumping period. PhasinQ. Developer and Marana recognize that not all Water Facilities may be necessary to service the initial phase or phases of the development proposed for the Property. The phasing is agreed to in writing and attached to this Agreement as Exhibit "C." 2.2 Plans and Specifications and Water Facilities Approval. The Plans and Specifications for the Water Facilities shall be reviewed and approved in writing by Marana, ADEQ and PCDEQ before issuance of any Water Facilities construction permits by Marana. No work shall commence until Marana has issued a Water Facilities construction permit. The water production and storage facilities as specified in the Plans and Specifications shall be (i) constructed, (ii) issued a certificate to operate by ADEQ or PCDEQ, and (iii) accepted by Marana prior to Marana issuing Developer a Certificate of Occupancy for any residential or commercial unit, subject to the phasing as provided for in Paragraph 2.1 (c) above (c) 2.3 Contractor. The Water Facilities shall be constructed by a contractor properly licensed by the state of Arizona and in accordance with Plans and Specifications prepared by a qualified registered professional engineer. The location in the ground and manner of installation shall comply with the requirements of all public agencies having authority to prescribe regulations with respect to the location and manner of installation. 2.4 Permits and Licenses. Applicant shall obtain all necessary permits and licenses, pay all fees and comply with all laws, ordinances and regulations related to the public health, safety, welfare and construction of the Water System. 2.5 Materials, Workmanship, Equipment and Machinery. All materials shall be new and both the workmanship and materials shall be of good quality and shall meet the combined specifications and standards of (a) AWWA, (b) ADEQ, (c) PCDEQ, (d) all applicable local regulatory agencies, and (e) the plans and specifications incorporated herein by reference in Exhibit "B." Developer shall repair, or remove and replace, at Developer's own expense and at Marana's convenience, workmanship or materials which do not meet the described criteria or which prove to be defective at any time within one year from the date of the final acceptance of Applicant's work by Marana. 2.6 ConnectinQ New Facilities. Upon completion by Developer and acceptance by Marana, of the Water Facilities, Developer will dedicate the Water Facilities and Water System to Marana, without cost to Marana, and Marana shall thereafter operate and maintain the Water Facilities as an integral part of its municipal water utility. The Water Facilities L 1 :~ 4 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) constructed pursuant to this Agreement shall provide a point of connection to Marana's existing water facilities at the point directed by Marana for Service Area requirements. After commencing water service to the Property, for the purposes of this paragraph, the provisions of Marana Code S 14-7 and any successor or amendatory provisions are incorporated herein as though set forth in full and Developer, except to the extent to do so would be inconsistent with the provisions thereof, is deemed for the purposes hereof to be the Applicant/Customer/Developer described therein. 2.7 Inspection, Testinq and Correction of Defects. Developer shall comply with the inspection and testing requirements of ADEQ, PCDEQ, and Marana for the facilities to be constructed hereunder, PROVIDED HOWEVER, said requirements shall be reasonable and shall not cause Developer unwarranted delays in the ordinary course of construction. Developer shall promptly notify Marana when the Water Facilities under construction are ready for inspection and testing; and upon 24 hours written notice to Marana, Marana shall thereafter inspect the same promptly after being so notified. For the purpose of inspection and testing of everything covered by this Agreement, or performance of the Work thereon (the "Work"), Developer shall give Marana and any inspectors appointed by it, free access to the construction site and facilitate the proper inspection of such materials, including procurement data, and shall furnish them with full information whenever requested as to the progress of the Work in its various stages. The approval of the Work by any such inspector shall not relieve Developer from its obligation to comply in all respects with the instructions and specifications to make the Work a finished job of its kind, completed in accordance with the best practices. Developer agrees that no inspection by or on behalf of Marana shall relieve Developer from its obligation to do and complete the Work in accordance with this Agreement. If at any time before the final completion and acceptance of the Work, any part of the Work is found to be defective in any way, or in any way fails to conform to this Agreement, Marana is hereby expressly authorized to reject or revoke acceptance of such defective or deficient Work and require Developer to repair, replace, or make good on such defective Work. Marana specifically reserves the right to withhold approval and to forbid connection of the Water Facilities constructed pursuant to this Agreement to Marana's water utility system unless such Water Facilities have been constructed in accordance with the Plans and Specifications approved by Marana and are satisfactory to Marana upon inspection and testing. Developer agrees that it will promptly correct all defects and deficiencies in construction, materials, and workmanship upon request by Marana made subsequent to inspections by Marana. 2.8 Chanqe Orders. In the event that Developer makes (or is desirous of making) any material changes to the design of the Water Facilities which are to be constructed in accordance with the Water Plans referred to in Exhibit "B" to this Agreement, Developer shall (a) obtain Marana's prior written consent to such material changes or modifications, (b) pay to Marana a reasonable fee for its time in reviewing such material changes ... ~ OJ -...... i/i of .i. o o 5 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) or modifications, and (c) pay the additional cost of construction associated with the same, if any. 2.9 Invoices. Developer agrees to furnish Marana, within thirty (30) days after completion of construction, copies of all Developer, subcontractor, vendor and all others invoices for all engineering and other services, materials purchased, materials installed, construction performed, equipment provided and all else done directly in connection with construction pursuant to this Agreement at the actual cost thereof. 2.10 Liens. Developer acknowledges its duty to obtain to the satisfaction of Marana lien waivers and releases from all third parties providing labor, materials or services hereunder. Developer hereby irrevocably waives any rights it may now have or which it may acquire during the course of this Agreement to record liens against Marana or its property. Developer shall also pay, satisfy and discharge all mechanics', material men's and other liens, and all claims, obligations and liabilities which may be asserted against Marana or its property by reason of, or as a result of, any acts or omissions of Developer, its employees, agents, servants, suppliers, or subcontractors, or the employees, agents, servants or suppliers of its subcontractors, in connection with or relating to the performance of this Agreement. 2.11 "As-Built" Plans. Developer agrees to furnish Marana, within thirty (30) days after completion of construction, "as-built" drawings in both handwritten and electronic format certified as to correctness by an engineer registered in the State of Arizona showing the locations of all water mains, hydrants, valves, and service connections to all structures served from facilities constructed pursuant to this Agreement. 2.12 Risk. Developer shall carry on all activities associated with or comprising the Work required hereunder at its own risk until the Water Facilities are fully completed and accepted by Marana and will, in case of accident, destruction or injury to the Water Facilities before such final completion and acceptance of the Water Facilities, replace or repair forthwith the Water Facilities so injured, damaged or destroyed, to the satisfaction of Marana and at Developer's own expense. 2.13 Liability. Developer hereby assumes all of the responsibility and liability for injury or death of any person, or loss for damage to any property contributed to or caused by the active or passive negligence of Applicant! Developer, its agents, servants or employees in the execution of and performance of the activities and Work contemplated herein or in connection therewith. Accordingly, Developer will indemnify, appear and defend and hold Marana, and its elected officials, employees, agents and consultants (the "Town") harmless from and against claims, (except and to the extent that the same are caused or contributed to by the Town) or expenses, including penalties and assessments, to which they or any of them may be subject to by reason of such injury, death, loss, claim, penalty, assessment or damage, and in case any suit or other proceeding which shall be brought on account thereof, Developer will assume the i i ~ , 6 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) defense of the Town at Developer's expense and will pay all judgments rendered therein. (a) Marana hereby assumes all of the responsibility and liability for injury or death of any person, or loss for damage to any property contributed to or caused by the active or passive negligence of the Town caused by interconnecting the Water Facilities to any off-site water facilities by Marana, and, in that event, Marana will indemnify, appear and defend and hold Developer harmless from and against claims, (except and to the extent that the same is caused or contributed to by Developer, its employees, agents and consultants) or expenses, including penalties and assessments, to which they or any of them may be subject to by reason of such injury, death, loss, claim, penalty, assessment or damage, and in case any suit or other proceeding which shall be brought on account thereof, will pay all judgments rendered therein. 2.14 Insurance. Developer agrees to procure and maintain all of the insurance policies described below and cause Marana to be endorsed as an "additional insured" thereon, including insurance covering the obligations assumed by Developer under subparagraphs (a), (b) and (c) hereof. Such coverages shall be in amounts adequate to cover the risk commensurate with the work to be performed under this Agreement. Certificates evidencing said insurance and status of Marana shall be provided to Marana. (a) Workers' Compensation Insurance. Worker's compensation and occupational disease and disability compensation in the benefit amounts as required by the laws and regulations of the State of Arizona; (b) Liability Insurance. Comprehensive general liability insurance, including operations and protective liability coverages. When the work to be performed requires blasting, Developer's insurance shall specifically cover that risk; and (c) Automobile Insurance. Comprehensive automobile liability insurance covering all owned and non-owned automobiles and trucks used by or on behalf of Developer, in connection with the work. 2.15 Easements. For the purposes of this paragraph, the provisions of Marana Code 914-3-7 and any successor or amendatory provisions are incorporated herein as though set forth in full and Developer, except to the extent to do so would be inconsistent with the provisions thereof, is deemed for the purposes hereof to be the ApplicanUCustomer/Developer described therein. Developer shall provide to Marana recordable easements and required surveying, over, under, and across all portions of the main and pipeline routes as may be necessary to serve each parcel or lot within the Property. If development of the Property involves road construction, all roads and drainage ways will be brought to grade by 1 : = .: D ;- 7 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) . Developer prior to the commencement of the installation of the Water Facilities. No pavement or curbs shall be installed prior to completion of the Water Facilities. 2.16 Service Lines, Valves, Meters and Meter Service. Developer shall install, to Marana specifications, automated meters, sensors, and the other necessary equipment for automated meter reading for all water services on the Property. For the purposes of this paragraph, the provisions of Marana Code 914-3-6 and any successor or amendatory provisions are incorporated herein as though set forth in full and Developer, except to the extent to do so would be inconsistent with the provisions thereof, is deemed for the purposes hereof to be the Applicant/Customer/Developer described therein. Provided that Developer is in compliance with this subparagraph, Marana agrees to waive any water connection or meter installation fees for new connections within the Property. 2.17 No Permanent Structures on Easements. No permanent structures (i.e., masonry walls, fences, etc.) shall be constructed on or through a water easement without the express written consent of Marana. For the purposes of this paragraph, the provisions of Marana Code 914-3-7 and any successor or amendatory provisions are incorporated herein as though set forth in full and Developer, except to the extent to do so would be inconsistent with the provisions thereof, is deemed for the purposes hereof to be the Applicant/Customer/Developer described therein. 2.18 Title. All materials installed, Water Facilities constructed and equipment provided by Developer in connection with construction of the Water Facilities under this Agreement and the completed facilities as installed shall, upon Marana's written acceptance of the same, become the sole property of Marana, and full legal and equitable title thereto shall then be vested in Marana, free and clear of any liens, without the requirement of any written document of transfer to Marana or further acceptance by Marana. Developer agrees to execute or cause to be executed promptly such documents as legal counsel for Marana may request to evidence such conveyance of good and merchantable title to said Water Facilities free and clear of all liens. 3. COSTS OF CONSTRUCTION OF WATER FACILITIES 3.1 Developer shall, at Developer's sole cost and expense, install all the Water Facilities shown on the approved Plans and Specifications, and shall hold Marana free and harmless from any claim for the construction costs or any defects in such Water Facilities. For the purposes of this paragraph, the provisions of Marana Code 914-4 and 914-5 and any successor or amendatory provisions are incorporated herein as though set forth in full, including approval of an oversize refund as set forth in Exhibit F, except to the extent to do so would be inconsistent with the provisions thereof, is deemed for the purposes hereof to be the Applicant/Customer/Developer described therein. i 3 , , L 8 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) 3.2 Upon request by Marana and direction, Developer shall, at Developer's sole cost and expense, make any and all alterations to any existing water distribution system, either on-site or off-site, necessitated by paving, drainage, or other improvements caused by the development of the Property. 3.3 The Water Facilities shall be transferred to the ownership of Marana upon completion and acceptance by Marana. "Notwithstanding the foregoing, Gladden Farms retains any interest in the parcels and tracts described hereon, only for purposes of any acquisition of public infrasturcture described in the Gladden Farms Development, Financing Participation and Intergovernmental Agreement No. One by and among the Town of Marana, Arizona, the Gladden Farms community Facilities District No. One, and the Gladden Farms LLC." Developer shall be responsible for all costs of operating, repairing, replacing and maintaining the Water Facilities that exceed the revenues generated through Marana's provision of water service to the Property, until a rate analysis methodology has been adopted, mutually accepted, and performed by Marana showing that the Water Facilities and Water System are financially self-sustaining. Marana shall perform such analysis not less than annually and inform Developer regarding the results thereof. 3.4 Marana shall collect connection charges and installation charges for each potable and non-potable connection made on the Property in accordance with Marana Town Code, Paragraph 14-7-2, as amended from time to time. In consideration of Developer's construction of the Water Facilities and Water System necessary for Marana to provide water service to the Property, Marana will reimburse Developer a portion of the connection charges actually collected by Marana for each initial potable connection made within the Property as follows: (a) Five Hundred Dollars ($500) for each 5/8" x 3/4" meter and larger size meters up to and including two-inch (2") meters; (b) The connection charge actually collected by Marana for each meter larger than two inches (2"), less costs incurred by Marana in making the connection (such as meter cost, labor, materials, etc.), but not included within a separate installation charge actually collected by Marana for the installation of the connection. In no event shall this reimbursement obligation (i) apply to any installation and connection fee collected during any period which Developer is in breach of this Agreement, (ii) exceed a cumulative amount of Two Million Seven Hundred Thousand Dollars ($2,700,000) (iii) exceed the amount actually paid to Marana as connection charges, less any cost actually expended by Marana for materials and labor (e.g., the cost of the meter, labor, materials, etc.) above installation charges collected by Marana as a condition to Marana making potable water service available for the first time to the property line of each parcel for which the connection charge (c) 2 9 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) (d) was paid or (iv) apply to any non-potable meters installed on the Property. Marana shall make reimbursement payments due to Developer pursuant to this Subparagraph 3.4 on or before January 31 and July 31 of each year for the period ending December 31 and June 30 respectively. The agreement to make reimbursements will automatically terminate on the tenth (10th) anniversary of this Agreement, subject to the continuing obligation to pay to Developer any reimbursements accrued, but unpaid, as of the tenth (10th) anniversary. 4. SECURITY REQUIREMENT 4.1 In accordance with Arizona Revised Statutes and the Marana Municipal Code, this Agreement is contingent upon Developer furnishing Marana with such security as may be appropriate and necessary, as determined by the Marana Utility Director, to assure Marana that Developer will perform all the Water Facilities and Water System construction described above and all other obligations now existing or accruing under this Agreement. 5. WA TER SERVICE; WATER RIGHT 5.1 For the purposes of this paragraph, the provisions of Marana Code S14-5 and any successor or amendatory provisions are incorporated herein as though set forth in full and Developer, except to the extent to do so would be inconsistent with the provisions thereof, is deemed for the purposes hereof to be the Applicant/Customer/Developer described therein. Marana shall be under no obligation to provide water utility service to Developer or the Property until each and every condition of this Agreement has been met and satisfied. Marana agrees that upon receipt of all applicable approvals and satisfaction of all of Developer's obligations under this Agreement that it will then provide water utility service as requested to and within the Property in accordance with its rules, regulations and ordinances governing such water service, as such rules, regulations and ordinances may, from time to time, be amended. Commencement of service to the Property by Marana shall not waive any obligation of Developer under this Agreement nor preclude Marana from withholding or terminating water service to Developer, the Property or any portion thereof until the Developer is in full compliance with this Agreement. 5.2 Developer agrees to assign to Marana, as a condition of Marana providing water utility service, every portion of its Irrigation and Type 1 Nonirrigation Grandfathered Groundwater Rights, as those terms are defined by law, as may be appurtenant to lands conveyed and dedicated to Marana in connection with the development of the Property. Developer agrees to execute and deliver all forms necessary to affect the transfer of these water rights to Marana concurrently with such dedication, pursuant to the projects phasing. '::i ~ '" .c.. b 2 ~ 10 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) 5.3 Marana will provide the State of Arizona Designation of Assured Water Supply status for the Property upon acceptance of the Property into Marana's service area by the Central Arizona Groundwater Replenishment District (CAGRD). Developer shall execute any agreements and file such covenants and restrictions, as Marana may deem appropriate to include the Property in Marana's CAGRD service area. Without limiting in any manner Marana's right to specify the terms and conditions governing future water service to the property, but, as a condition precedent to the property's right to receive water service from Marana, the owner(s) of the Property shall pay all groundwater replenishment fees and costs incurred in providing water service to the Property. Marana, in its sole discretion, may determine the method of recovering such replenishment fees and costs including, without limitation, through the property tax bill, the water bills, and/or the impact fees of those customers living within the Property. 6. TERMINATION OF AGREEMENT 6.1 In the event Developer does not complete all of the Water Facilities and Water System construction described in Article 2, within three (3) years from the date of this Agreement, except as otherwise agreed on Exhibit "C" hereof, this Agreement shall be null and void, canceled and of no further force and effect, except to the extent Marana in its sole discretion either (i) extends this time period in writing or (ii) accepts all or a portion of the Water Facilities, in which case this Agreement shall remain in full force and effect for the extension period or as to the Water Facilities accepted by the Town; provided, however, no reimbursements will be paid pursuant to Subparagraph 3.4 hereof. 6.2 Pursuant to A.R.S. 9 38-511, Marana may cancel this contract within three (3) years after its execution, without penalty or further obligation if any person significantly involved in initiating, securing, drafting or creating this Agreement on behalf of Marana is, at any time while this Agreement or any extension of this Agreement is in effect, an employee or agent of Developer in any capacity or consultant to Developer with respect to the subject matter of this Agreement. Cancellation under this Paragraph by Marana shall be effective when written notice from Marana is received by Developer unless the notice specifies a later time. In addition to the right to cancel as provided herein, Marana may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of Marana from Developer arising as the result of this Agreement. INDEMNIFICA TION 7. .: i 7.1 With respect to the Water Facilities and Water System constructed pursuant to this Agreement, for a period of one (1) year following Marana's acceptance of the facilities to be dedicated to Marana hereunder, Developer agrees to indemnify, appear, defend and hold harmless Marana and its employees (as previously defined) from any and all claims or causes of action which may be asserted against Marana for : , J .,.:J o : , ".... : .:. 11 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) negligent design or construction of the Water Facilities, and from claims that may be asserted against Marana for inadequate fire protection capacity arising from the negligence of Developer or its employees or agents. 8. NOTICE 8.1 Communications hereunder shall be sent to the parties at the following addresses or to such other addresses as the parties may advise in writing: To Marana: Utilities Director Town of Marana Water Department 12775 North Sanders Road Marana, Arizona 85653-9723 With copy to: Mr. Dan Hochuli, Esq. Town Attorney 220 East Wetmore Road, Suite 110 Tucson, Arizona 85705 and copy to: Martinez & Curtis, P.C. Attn: William P. Sullivan 2712 N. 7th Street Phoenix, Arizona 85006-1090 To Applicant: Gladden Farms LLC 7225 N. Oracle Road #204 Tucson, Arizona 85704 With a copy to: Berens & Thomson P.C. Attn: Matt Berens 3200 N. Central Ave. Ste1800 Phoenix, AZ. 85012 9. SEVERABILITY 9.1 In the event any portion of this Agreement shall be determined to be invalid, such invalidity shall not render void any remaining portions of this Agreement, which can be given effect, and they shall remain in force and effect. 1 : L 10. ASSIGNMENT 12 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) 10.1 This Agreement shall be binding upon and for the benefit of the heirs, administrators, executors, successors and assigns of Marana and Developer. 11. MISCELLANEOUS 11.1 This instrument (i) implements Paragraph 2.3 of the Development Agreement between Marana and Gladden Farms, L.L.C., a Nevada limited liability company, dated February 12, 2002, (and the "Development Agreement"), (ii) contains the sole and only agreement of the parties relating to the subject matter of this Agreement, and (iii) correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations relating to the subject matter of this Agreement not expressly set forth in this Agreement are of no force and effect. This instrument contains the entire agreement between the parties, and it shall not be amended, altered or changed, except by written agreement signed by the parties. 11.2 All executed agreements shall remain on file in Marana offices and shall be made available for public review upon request. 11.3 This Agreement is entered into under and shall be governed by the laws of the State of Arizona. 11.4 This Agreement has been arrived at by negotiation and shall not be construed against any party to it or against the party who prepared the last draft. 11.5 Captions and headings are for index purposes only and shall not be used on construing this Agreement. 11.6 BEFORE THIS AGREEMENT SHALL BECOME EFFECTIVE AND BINDING UPON EITHER MARANA OR DEVELOPER, IT MUST BE APPROVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA. In the event that it is not so approved, this Agreement shall be null and void and of no force or effect whatsoever. The remedies provided in this Agreement in favor of Marana shall not be deemed its exclusive remedies but shall be in addition to all other remedies available to the Parties at law or in equity. No waiver by Marana of any breach by Developer of any provision of this Agreement nor any failure by Marana to insist on strict performance by Developer of any provision of this Agreement shall in any way be construed to be a waiver of any future or subsequent breach by Developer or bar the right of Marana to insist on strict performance by Developer of the provisions of this Agreement in the future. Developer is an independent contractor and not an agent or employee of Marana. 11.7 This Agreement, and all rights and obligations hereunder, including those regarding water service to Developer, shall be subject to all provisions of the Municipal Code of the Town of Marana and all applicable rates, fees, charges and tariffs of the Marana Water Utility as approved by the Mayor i 13 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) and Council of the Town of Marana now or as they may be changed and approved by the Mayor and Council of the Town of Marana in the future. :.::: .... "- 14 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. TOWN OF MARANA By: ~1(~-~) Its: r' iOl;GA ( tiC.' , I {. "f>-.( \ \ IJ\J'~\"J'-' APPROVED AS TO FORM ATTEST: DEVELOPER t)j0~~ F4-L/I ~ . (t c By j--c //)1 ~~&\ Its: ))) /l;v: pc; /'< w /J l t; //; .t) ~tt ACKNOWLEDGMENT Nrz.Vi+C>4 STATE OF ARIZONA COUNTY OF (!./alLk ) ) ss. ) This instrument was acknowledged before me this day of 3t/day of !:;€..;:riembtvL ,2002, by John 1'1 J{~I'/~Y as J/7aIYCljI/Jj ;tkn1~ G-/qJJ{:,y F'all;)/ S J~LC- as Developer. of My Commission Expires: {jJ ~EJos ~L f)O~ Notary Public ... .c... 15 (j b Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) .. EXHIBIT "A" LOCATION MAP OF THE DEVELOPMENT WITH LEGAL DESCRIPTION [Please attach the location map of the development behind this cover sheet.] "'-' 2 - L. ;... 16 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) ""\ Trieo M rana Rd ~WLB Crier Rd ~ tf:l Barnett Rd Moore Rd "CS 1-10 ~ ~ ~ .a II) o l:l.. "CS ~ ~ ] tf:l Tangerine Santa . CrnzR. tVef Avra Valley Rd ...-.. --......... --~.-...... =~n...,,=.. _L__ _...", --- ~ GUDD8N F.ARJlS aoca 1 n.u 21 AND A n.u r . SCALEl N.T.5. ~ :2 o EXHIBIT "B" INCORPORATION BY REFERENCE OF THE PLANS AND SPECIFICATIONS OF THE WATER UTILITY FACILITIES TO BE CONSTRUCTED HEREUNDER Reference is hereby made to those certain 24" X 36" engineering drawings of the Water Facilities Plans. Copies of such engineering drawings may be reviewed at Marana's offices. Such engineering drawings may be more specifically described as follows: [Please provide a detailed description of the Plans and Specifications including the date and the code number of the Plans and the name of the Engineering firm, which prepared the same.] =- 17 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) EXHIBIT "e" PHASING ON-SITE WATER DISTRIBUTION SYSTEM 1 ~ L :r: L.. :~ ~ .- b ~7 :. J 18 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) Exhibit C Gladden Farms Water Improvement Phasing Outline Phase 1- Residential Parcels 3. 4. 5. 6.11 & 12 (approximatelv 550 units) 1. Wells a. Drill one new 700' x 20" well at Lon Adams and Moore on a 100' x 100' walled well site. Equip well to supply 2000 gpm. i. Full design capacity for Gladden farms is 1000 gpm (peak day demand). Provided that no additional wells are required, no oversize credits will be provided for the cost of oversizing the bowl and pump equipment to the 2000 gpm level. 11. Redundancy requirement for phase 1 satisfied by other wells in the system. 2. Pumping a. The existing Facilities and arrangements at the Park site pumping station are sufficient to handle phase 1 of Gladden Farms. 3. Pipelines a. Install one 16" fill line from the new well to the Park booster station. The base size for this line for Gladden Farms is 12". The excess cost to construct the line to 16" shall be eligible for refund based on Section 14-4- 3 ofthe Marana Town Code. b. Install one 16" supply line from the Park booster station to the Gladden Farms property line. The base size for this line for Gladden Farms is 12". The excess cost to construct the line to 16" shall be eligible for refund based on Section 14-4-3 of the Marana Town Code. c. Install 12" supply lines in Gladden Farms Drive and Lon Adams Drive as necessary to provide water service to all Phase 1 parcels. 4. Storage a. No storage is to be constructed in phase 1. Required storage for Gladden Farms is to be borrowed from existing storage capacity. 1 ....Jt .- W :-. ,.. alii Phase 2 - Residential Parcels 1.2.7.8.9 & 10 (approximatelv 550 units) 1. Wells a. Full design capacity for Gladden farms (1000 gpm (peak day demand)) has been provided in phase 1. b. Redundancy requirement for phase 2 satisfied by other wells in the system. 2. Pumping a. In the event another developer has not supplied a new back-up generator for the Park booster station, Gladden Farms will provide the generator. b. In the event another developer has not supplied a new 1200 gpm pump at the Park Booster station Gladden Farms will provide the pump. 3. Pipelines a. Provide a second interconnection to the existing Marana Water System at Moore Road and Tangerine Farms Road. b. Install 12" supply lines in Gladden Farms Road Tangerine Farms Road as necessary to provide water service to all Phase 2 parcels. 4. Storage a. No storage is to be constructed in phase 2. Required storage for Gladden Farms is to be borrowed from existing storage capacity. Phase 3 - Residential Parcels 13. 15. 16.22.24 & 25 (approximatelv 450 units) Commercial Parcels 14 & 23 1. Wells a. Full design capacity for Gladden farms (1000 gpm (peak day demand)) has been provided in phase 1. b. Provided that the redundancy requirement for phase 3 can be satisfied by other wells in the system no additional wells are required. In the event other wells within the system cannot provide adequate redundancy, a second well site will be designated and Gladden Farms will drill a second 700' x 20' well, equip the well to supply 1000 gpm (full design capacity for Gladden Farms) and construct a fill line to connect the well to existing fill lines or storage facilities. In the event a second well is required, Gladden Farms will be entitled to receive an oversize credit for the cost difference between equipping Well #1 to supply 2000 gpm rather than the required 1000 gpm. i "j 3 ..,j 2. Pumping a. All pumping needs for the Gladden Farms project have been provided. 3. Pipelines a. Install 12" supply lines in the balance of Tangerine Farms Drive as necessary to provide water service to all Phase 3 parcels. 4. Storage a. No storage is to be constructed in phase 3. Required storage for Gladden Farms is to be borrowed from existing storage capacity. Phase 4 - Residential Parcels 17. 18.19.20 & 21 (approximatelv 462 units) 1. Wells a. Full design capacity for Gladden farms (1000 gpm (peak day demand)) has been provided in phase 1. b. Provided that the redundancy requirement for phase 4 can be satisfied by other wells in the system no additional wells are required. In the event other wells within the system cannot provide adequate redundancy, a second well site will be designated and Gladden Farms will drill a second 700' x 20' well, equip the well to supply 1000 gpm (full design capacity for Gladden Farms) and construct a fill line to connect the well to existing fill lines or storage facilities. In the event a second well is required, Gladden Farms will be entitled to receive an oversize credit for the cost difference between equipping Well #1 to supply 2000 gpm rather than the required 1000 gpm. 2. Pumping a. All pumping needs for the Gladden Farms project have been provided. 3. Pipelines a. Install 12" supply lines in the balance of Lon Adams Drive as necessary to provide water service to all Phase 4 parcels. 4. Storage a. Construct or participate in the construction of a new 1.1 million gallon water storage facility to be located at the Park site or at another off-site water storage location as determined by the Marana Water Department. .. . 2 b :3 .... ... ~ I ~ .1 \ ( ~ r" I ~~ ~v ~,. i!> .8" ~T.,./ ~ t f . ! =~ :;.::- .I. " (J '1 I i i I, I: I: I j. """"- ~ ~f.J ~15: '~J!! i~iP ~~~in ~~~I~~ ! I ! {~', , I .i I ~ ~ I, I ~ P hd ~ ~ I niilll DODD I i * Ii - .- .._:-::'1... ,I ~ :"11 I ',~ 11 I,l! , . I :e~ !to , ~~!~ ~C) ~~ LlJei) 8UJ I q:Q -1m C)~ ~ " , .. \:,1 .. .. .:. 9 ~ ~ .:-: - , -"- G b .-: -:oJ - , -...J: EXHIBIT "D" ITEMIZED BREAKDOWN OF THE ESTIMATED COST OF THE WATER UTILITY FACILITIES TO BE CONSTRUCTED HEREUNDER [Please attach a line-by-line itemized breakdown of the Estimated Cost of the Water Utility Facilities to be installed in accordance with this Agreement behind this cover sheet] Please set forth the total expense the Developer/Applicant is to incur for the construction. L " .. 19 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) .~. ~ ~ 'j ~ ~ --- ~ --- --- --- .f:>. tV --- z;::; 0) 01 .f:>. W tV --- 0 <.0 CO --l 0) 01 W o <1l . 3 :E g =E 0 OJ OJ ::l ~ ~ ~ ~ (J) e;- (J) <D () .... .... '< ." 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"0 g :;l (1) :D (l) Oi 0 "0 '" @ @ :;:> ~ -6. 0. sg on OJ il (/J g c: g 11" ~ 3 "0 g ~ "0 5. 0:> ::J '" <:;" (l) 0 OJ CJ iE 0. (1) (/l - (l - @:~ o. :;l (j) (j) (j) c: c: c: 0" 0" 0" 6" 6" 6" [ [ [ G) m m r ... ... r m r c ~ )> )> -n 0 0 -n )> -n :;l -l --I ;::;: ..... 0 c: .N III 0 ~ 0 ~ ""0 0 !=: .... 0 ..... ..... co '" 0 ~ ~ (]l ~ 0 YI YI YI C :l ;::;: co N ~ 0 0 .0 .0 o. 0 0 ~ </> (1) </> <0 0 0 0 (]l (]l '" </> '.1>- "0 0 </> '0 .0 </> '0 ~ C)1 0 0 '" 0 0 (]l 0 <0 -.J 0 0 0 0 00 YI YI YI YI YI YI YI YI YI YI YI YI )> 3 0 C)1 C)1 ..... N ..... c: .I>- .I>- 0 co N CJ) ...... ..... CJ:) v> ~ 0 0 0 0 0 v> ? C)1 C)1 ..... v> co .0 .0 '0 '0 '0 <n co '0 ""0 'N '0 <n 0 0 0 0 0 C)1 0 0 0 C)1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ..... 0 (l ~ o. :l 33 (l) 3 III ?<- (/l N c: --l e::r ;:::(1) '< 0> 8 0" 3 ~ -0 (1) III 0 ~ -g. ~ :;l ~ o. c: :;l :::;" c (1) - 3 il (1) a ::> 0" mo> Q: gj (1) o.(} 0.0 (1) ::> -0 (/l o 0:;- (/l c: ~(") (J) =: . 0 0::> :;:::() (/l 0 ;::<ft (1) - 3' ~ "0 (/l a g (5 ~ 3 0. (1) c: ~"O (/l 0 OJ :l @~ 0"(1) \;;3 ~ S. o ~ ::>'< (l 8 g g g (1) -0"0 Ui"?> gj ;! 0.(1) ~ Ql (l) 0 -. c g \l!.. CoO o.c: (1) III ?-~ (U. (/l ~ < OJ .;;: c: -0 o ::> (1 o 3 "0 ~ o. ::> 9., S' (1) S. \l!.. 0- (1) (/l tiS" ? ..... o ::;: ..... N o o N EXHIBIT "E" ACTUAL COST OF WATER FACILITIES [To be Attached Forthwith Upon Issuance of Same.] Please set forth the total expense the Developer/Applicant is to incur for the construction. 1 g' L. 6 =i 20 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02) EXHIBIT "F" SYSTEM OVERSIZE AGREEMENT Water Fill and Supply Lines: 1. Marana acknowledges that the line capacity requirement for the water fill line and water supply line required pursuant to section 2.1 (a) (i) of the Agreement, is twelve inches (12"). Marana agrees to refund to developer, pursuant to Marana Town Code section 14-4-3 (8), the difference in the cost of the sixteen-inch (16") diameter lines to be installed pursuant to sections 2.1 (a) (i) and the twelve-inch (12") diameter line capacity requirements. 2. Marana agrees to establish an oversize recovery charge pursuant to Marana Town Code section 14-4-3 (C), to be assessed upon "non- participating property" benefiting from the oversize of the fill and supply lines. Any oversize recovery charges levied pursuant to this paragraph 2 shall be paid to Developer pursuant to Town Code section 14-4-3 (C) as a refund of the cost of constructing the oversize facilities as set forth in paragraph 1 above. ~ .:. .. : .:. ....., .z :.' ::i...! -..:1 21 Gladden Farms L.L.C. Water Service Agreement Rev. 5(Dated 09-27-02)