Loading...
HomeMy WebLinkAboutResolution 2012-026 saguaro bloom development projectMARANA RESOLUTION NO. 2012-26 RELATING TO UTILITIES; APPROViNG AND AUTHORIZING THE MAYOR TO EXECUTE THE AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT. WHEREAS the Town of Marana entered into a water service agreement with Best Associates II, L.L.C., an Arizona limited liability company, dated February 12, 2001, and recorded February 22, 2002, at Docket 11742, page 2771, Pima County Recorder's office (the "Original WSA"); and WHEREAS the Original WSA has been amended from time to time to address various project, schedule, and ownership changes relating to the development project formerly known as Saguaro Springs and now known as Saguaro Bloom; and WHEREAS the Town and the current owner of the Saguaro Bloom development project desire to replace the Original WSA and all of its amendments with a comprehensive Amended and Restated Agreement for Construction of Water Facilities and Provision of Water Utility Service for the Saguaro Bloom Development Project; and WHEREAS the Mayor and Council find that the terms and conditions of the amendment are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the "Amended and Restated Agreement for Construction of Water Facilities and Provision of Water Utility Service for the Saguaro Bloom Development Project" attached to and incorporated by this reference in this resolution as E�ibit A is hereby approved and the Mayor is hereby authorized and directed to execute it for and on behalf of the Town of Marana, and the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the agreement. PASSED AND ADOPTED BY THE NIAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 1 S�' day of May, 2012. �����1���,���� �������� ::1►�: CO��E �� � o _ � � r ° A7 � � I ATTEST: � ���� ,�°� � ���t� �►�0 ocel . Bronson, Town Clerk � Marana R olution No. 2012-26 � , d Honea, Mayor TO FORM: � ► , � own � F. ANN RODRIGUEZ, RECORDER Recorded By: ER DEPUTY RECORDER 4897 SMARA TOWN OF MARANA TOWN CLERK 11555 W CIVIC CENTER DR MARANA AZ 85653 iiiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiii iiii � � �� � I O� SEQUENCE : W �' �z NO . PAGES : ,1,� �] ,�, AAG `�RIZO� MAIL AMOUNT PAID: AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT TOWN OF MARANA, ARIZONA ThiS AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE (this ��Agreement�� is entered into by and be- tween the TOWN OF MARANA, an Arizona municipal corporation (the "Town"), MARANA 670 HOLDINGS, LLC, an Arizona limited liability company (the "Owner'), and TwiN PEAKS DEVELOPMENT, I�vC., an Arizona corporation ("Twin Peaks Development"). The Town, the Owner, and Twin Peaks Development are sometimes collectively referred to as the "Parties;' any one of which is sometimes individually referred to as a"Party." RECTTALS A. The Owner is the current owner of the Property. B. The Owner has entered into an agreement granting Twin Peaks Development an exclusive option to purchase all or a portion of the Property for the purpose of devel- opment and j or resale to builders. The option agreement is evidenced by a Memoran- dum of Option Agreement recorded in the Pima County Recorder's office at Sequence Number 20111990251. $30.00 C. The Property, which is specifically described in Exhibit A attached to this Agree- ment and incorporated here by this reference, includes all of the following: (i) The lands that are the subject of a block subdivision plat titled "Saguaro Springs Blocks 1 thru 10 & A thru D and Lots 1 thru 9& A and B;' recorded in the Pima County Recorder's office at Book 58 of Maps and Plats Page 23, and referred to in this Agreement as the "Saguaro Springs Block Plat," except the "Park Site" and "School Site" described in Exhibit A attached to this Agreement and incorporated here by this reference, and certain public rights-of-way, all of which have previously been dedicated to public entities by the Owner's predecessor in interest. (ii) The lands annexed into the town limits of the Town of Marana by Marana Ordinance No. 2005.04, as depicted in the annexation map recorded in the Pima County Recorder's office at Book 59 of Maps and Plats Page 62, and described in the warranty deed recorded in the Pima County Recorder's office at Docket 12208 Page 1961. D. The Project is the development project now known as Saguaro Bloom, which in- cludes the Property. {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/ 9/2012 8:49 AM -1- 20121810303 19 06/29/2012 13:58 � E. The Town entered into a water service agreement addressing the Project with Best Associates II, L.L.C., an Arizona limited liability company, dated February 12, 2001, and recorded February 22, 2002, at Docket 11742, page 2771, Pima County Recorder's office (the "Original WSA"). F. The Town and Best Associates II, L.L.C., entered into an amendment to the Origi- nal WSA dated April 1, 2004, and recorded on April 12, 2004, at Docket 12278, page 3151, Pima County Recorder's office (the "First WSA Amendment"). G. Best Associates II sold its interest in the Project to FIRST AMERICAN T'ITLE INSUR- ANCE COMPANY, a California corporation, as Trustee under Trust No. 9089, ("FAT 9089"), and SAGUARO RESERVE LLC an Arizona limited liability company ("Saguaro Re- serve"). H. FAT 9089 and Saguaro Reserve entered into a second amendment to the Original WSA dated March 21, 2006, and recorded on March 24, 2006, at Docket 12768, page 1837, Pima County Recorder's office (the "Second WSA Amendment"). I. The Owner has now acquired the Property, and the Parties wish to replace the Original WSA, the First WSA Amendment, and the Second WSA Amendment with this Agreement. J. Portions of the Property have been subdivided into 611 residential lots (the "Lots"), and various unprovements, including utilities, roads, sidewallcs and curbs have been installed to serve the Lots. K. The Parties have entered into a"Development Agreement for the Saguaro Bloom Development Project" dated July 19, 2011, and recorded on July 22, 2011, at Sequence No. 20112030004, Pima County Recorder's office (the "Development Agreement"), to address various matters related to the Project. L. This Agreement is intended to supplement the Development Agreement to ad- dress matters pertaining to water infrastructure and water service to the Project. M. This Agreement is entered into and authorized pursuant to Title 14 (Utilities) of the Marana Town Code as it may be arnended from time to time. N. The Developer desires for the Town to provide water service to the Project. O. To secure water service from the Town for the Project, the Developer has in- stalled certain water infrastruciure improvements and proposes to install additional water infrastructure ixnprovements as needed to serve the Project, all of which are to- gether referred to in this Agreement as the "Developer-Installed Water Facilities." P. The Developer would like the Town to take ownership of, operate, and service the Developer-Installed Water Facilities upon their completion. Q. The Town is willing to accept ownership and operation of the Developer- Installed Water Facilities and permit them to be connected to the Town Water System if they meet Town standards and are installed in accordance with Town requirements. {00027958.DOC / 6} SAGUARO BLOOM V�IATER SERVICE AGREEMENT 5/9/2012 8:49 AM -2- AGREEMENT Now, TxE1zEFO1zE, in consideration of the recitals set forth above and the mutual cov- enants, conditions and agreements set forth in this Agreement, the Parties agree as fol- lows: Article 1. Effect The Original WSA, the First WSA Amendment, and the Second WSA Amendment are hereby replaced and superseded in their entirety by this Agreement. Article 2. Definitions The following definitions apply to terms used in this Agreement: 2.1. The "Developer" means any and all entities that develop the Project, including the Owner and Twin Peaks Development (if and to the extent the Owner or Twin Peaks Development decides to develop the Project) and successor developers and builders. 2.2. The "Development Agreement" means the Development Agreement for the Sa- guaro Bloom Development Project identified in recital K above. 2.3. The "Developer-Installed Water Facilities" means public water facilities deemed necessary or desirable in the sole opinion of the Town to serve the Project, which have been or are to be constructed under this Agreement, which are located within or outside the Project within public rights-of-way or dedicated easements, and which upon com- pletion by the Developer and inspection and acceptance by Marana are deeded to Ma- rana for operation and maintenance. Developer-Installed Water Facilities include wells, pumps, storage tanks and reservoirs, mains, valves, meters and other appurtenances to the Water System necessary for service to the Project and appurtenant to the Town of Marana municipal Water System. 2.4. A"Facility Plan" means the Town-approved engineering plans and specifica- tions for a phase of the Developer-Installed Water Facilities. 2.5. The "Property" means the real property within the corporate limits of the Town, as legally described in Exhibit A. 2.6. The "Project" means the development project depicted on the Saguaro Springs Block Plat and the current and future development of the Property for up to but not ex- ceeding 2,509 residential units, and now known by the name "Saguaro Bloom," and de- picted on the map attached to this Agreement as Exhibit B and incorporated here by this reference. 2.7. The "Saguaro Springs Block Plat" means the subdivision plat identified in recit- al C. (i) above. 2.8. "SCADA" means the Towri s Supervisory Control and Data Acquisition system. 2.9. The "Water System' means water facilities, including water mains, valves, pipe- lines, meters, booster pumps, wells, reservoirs and all other water facilities necessary {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -3- for service to the Project and appurtenant to the Town of Marana municipal water sup- ply system. 2.10. The "Work" means construction and installation of the Developer-Installed Water Facilities in accordance with the Facility Plan, including without limitation all la- bor, materials, equipment, supplies, and tools required for the construction and installa- tion. Article 3. The Developer's Water Infrastructure Obligations 3.1. Identification of Exisfing Developer-Installed Water Facilities. The Parties agree and acknowledge that the Owner's predecessors-in-interest have constructed and/or in- stalled the following Developer-Installed Water Facilities: 3.1.1. One storage tank of at least 1,400,000 gallons (the "Storage Tank") 3.1.2. One domestic well (well #1) with a production capacity of 1,000 gallons per minute, located on the site of the Storage Tank. Well #1 has been integrated into the Towri s Supervisory Control and Data Acquisition (SCADA) system including the provision of instrumentation and control equipment as required to control and mon- itor the well and flow meter remotely. 3.1.3. A fire pump sufficient to provide two hours of fire flow at 1,500 gallons per minute from the Storage Tank to the Project. 3.1.4. A portable self-contained generator of sufficient size to operate well #1 and the fire pump referenced in subparagraph 3.1.3 above. 3.1.5. The water infrastructure improvements described in plan sets ENG 0412- 011 and ENG 0502-014. 3.1.6. The water distribution infrastructure improvements necessary to serve Blocks 4, 8A, and 8B of the Saguaro Springs Block Plat, described in plan set ENG 0504-018. 3.2. Water Infrastructure Improvements Transferred to the Town. The Parties agree and acknowledge that the Owner's predecessors-in-interest have transferred to the Town title to the following water infrastructure unprovements and lands: 3.2.1. Lot A of Saguaro Springs Block Plat, containing approximately 1.63 acres. 3.2.2. The water infrastructure improvements listed in subparagraphs 3.1.1 through 3.1.4 above, all of which are located on Lot A of Saguaro Springs Block Plat. 3.3. Water System Interconnection. The Parties acknowledge that the Project's potable water system has been integrated into the Towri s existing Airline/Lambert/Saguaro Springs/La Puerta del Norte water system, which includes well #1 and three other Town-owned wells. (00027958.DOC / 6} SAGUARO BLOOM 4VATER SERVICE AGREEMENT 5/9/2012 8:49 AM -4- 3.4. Bill of Sale. The Developer shall provide the Town with a bill of sale for all im- provements transferred or to be transferred to the Town, to the extent not already so provided. 3.5. Remediation of Existing Developer-Installed Water Facilities. Consistent with the project phasing set forth in the Development Agreement, the Developer shall be re- sponsible for confirming to the Towri s reasonable satisfaction that all Developer- Installed Water Facilities are activated and operational and meet all applicable Arneri- can Water Works Association, federal, state, and local regulations, requirements, and standards. This includes all previously-installed and now-dormant infrastructure neces- sary to serve initial phases and the completion of additional water infrastructure per Town requirements to serve future phases. Prior to the issuance of the first residential building permit in the Project (not including permits necessary for the construction of model homes), the Developer shall, by way of example and not limitation, complete the following tasks: 3.5.1. Inspect mechanical and electrical pumping equipment and provide a video log to evaluate the condition of the existing well casing of well #1 (as necessary). 3.5.2. Complete repairs/satisfy the punch list provided by the Town for the proper operation of well #1 per the approved design intent. 3.5.3. Ensure the SCADA connections to well #1 are working adequately to vali- date all pertinent information required from the site. 3.5.4. Inspect and repair (as necessary) the reservoir at the well site of well #1, and confirm that it equals or exceeds the estimated usage of the Water System at the Project's build-out on the hottest day of the summer, together with (i) two hours of fire flow at 1,500 gallons per minute, or (ii) if the Town will serve any commercial development on the Project, three hours of fire flow at 1,500 gallons per minute. 3.5.5. Install and integrate with the SCADA system an automatic transfer switch at the well site of well #1 that will enable the generator to automatically engage in the event of a power disruption. 3.6. Additional Developer-Installed Water Facilities Requirements. The Developer shall meet the Towri s source water capacity and redundancy requirements by either provid- ing a second potable water well (well #2) within the Project or by providing capacity improvements to an existing well in the Towri s existing Airline/Lambert/Saguaro Springs/La Puerta del Norte water system as necessary to provide production well ca- pacity sufficient to convey and deliver peak daily demand within the Project. 3.6.1. Prior to the issuance of the 1,000� residential building permit within the Project, the Developer shall pay the reasonable costs for and the Town shall perform a well capacity and redundancy evaluation of the then-existing Airline/Lambert/ Saguaro Springs/La Puerta del Norte water system, for the purpose of evaluating the number of additional residential units can be served within the Project before the system no longer has the capaciiy to serve peak daily demand within the Project {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -5- with the largest well out of service. If the Towri s evaluation determines that the then-existang system has capacity to serve more than 100 more homes in the Project, no further action is required until an additional 100 residential units (or such addi- tional number of units as the Parties agree by a letter signed by representatives of the Parties) are constructed within the Project. At that time, the Developer shall pay the reasonable costs for and the Town shall perform another well capacity and re- dundancy evaluation. 'This process shall continue until one of the following occurs: 3.6.1.1. A Developer-funded Town evaluation concludes that, with the largest then-existing Airline/Lambert/Saguaro Springs/La Puerta del Norte water sys- tem well out of service, the system has capacity to serve the Project as fully built out. At that point, the Developer shall be relieved of any further obligation to provide capacity ixnprovements to the system. 3.6.1.2. A Developer-funded Town evaluation concludes that, with the largest then-existing Airline/Lambert/Saguaro Springs/La Puerta del Norte water sys- tem well out of service, system capacity improvements will be required to serve the next 100 residential units. At that point, the number of residential units with- in the Project shall be capped at the number that, in the Towri s reasonable opin- ion, the system has the peak daily demand capacity to serve unless and until the Developer installs well #2 in accordance with paragraph 3.6.2 below or the De- veloper provides Town-approved capacity improvements to an existing well in the Towri s existing Airline/Lambert/Saguaro Springs/La Puerta del Norte wa- ter system as necessary to provide production well capacity sufficient to convey and deliver peak daily demand to the Project at its then-projected total maxunum development potential. 3.6.2. If the Developer chooses to meet its requirement to provide water system well capacity by installing a second well on the Project (well #2), the Developer may satisfy this requirement by rehabilitating the existing onsite well casing (DWR #55- 621850) and installing new electrical and mechanical pumping equiprnent, or by in- stalling a new production well casing within the Towri s then-existing Airline/ Lambert/Saguaro Springs/La Puerta del Norte water system with new electrical and mechanical pumping equipment. 3.6.2.1. Well #2 shall meet all of the construction requirements for a potable water production well and shall meet or exceed all of the United States Environ- mental Protection Agency (EPA) water quality constituent requirements for po- table water. 3.6.2.2. The Developer shall comply with Arizona Revised Statutes Title 45, Chapter 2, Article 10, governing well drilling, such as securing permits use of li- censed well drillers filing well logs and meeting well standards 3.6.2.3. The Developer shall perform well testing conforming to the American Water Works Association Standards for pump tests and shall conduct water quality testing conforming to the standards of the Arizona Departxnent of Envi- {00027958.DOC / 6) SAGUARO BLOOM WATER SERVICE AGREENIENT 5/9/2012 8:49 AM -6- ronmental Quality (ADEQ) and Pima County Department of Environxnental Qualiiy (PCDEQ) for quality certification of new source wells. 3.6.2.4. Well #2 shall be integrated into the Towri s SCADA system, including providing instrumentation and control equipment as required to control and monitor the existing well and flow meter remotely. 3.6.2.5. The Developer shall complete the installation of a dedicated well transmission pipeline from well #2 directly to the existing reservoir located adja- cent to well #1 3.6.2.6. The Developer shall provide all development plans, permits, fencing, pump testing, sampling, and water quality analysis as necessary to complete the requirements of this subparagraph 3.6.2. 3.7. Installation of Electricity Sub-Meters. The Developer shall install electricity sub- meters on the electric panels serving well #1 and well #2 (if it is installed), to measure the electrical usage of each individual well. 3.8. Fire Hydrant Caps. The Developer shall install caps on all fire hydrants in the Project. Article 4. General Provisions Applicable to Future Developer-Installed Water Facilities Installation and Work 4.1. General. The Developer shall design and install, at the Developer's expense, all water infrastructure improvements needed to serve future phases of the Project. 4.2. Specifications. All Developer-Installed Water Facilities, including those already designed and installed and those to be designed and installed in the future to serve fu- ture phases of the Project, shall (i) conform to the design standards of the Ciiy of Tucson Water Department and the Town of Marana Utilities Department and special specifica- tions and details as approved by the Town and by this reference made a part of this Agreement, (u) be sized to serve and be capable of serving the water needs of the max- unum authorized development of the Project, and (iii) designate the point of intercon- nection with the Towri s Water System (see paragraph 4.3.1 below). 4.3. Facility Plan. The Developer shall submit to the Town, and the Town shall re- view and approve in accordance with standard Town practices, a Facility Plan for each phase of construction and installation of Developer-Installed Water Facilities. 4.3.1. The Facility Plan shall include a plan note identifying the Developer- Installed Water Facilities as a new water facility and shall designate the point of in- terconnection with the Towri s Water System and show any and all alterations to the then-existing Water System. 4.3.2. The Facility Plan shall be designed and stamped by a registered civil engi- neer, and shall be reviewed and approved in writing by the Town and the Arizona Department of Environmental Quality or the Pima County Department of Environ- mental Quality before the Town issues any water facilities construction permits. {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -7- 4.3.3. The Developer's submission of a Facility Plan constitutes the Developer's certification that it has reviewed the Facility Plan and all other specifications appli- cable to the Work and has approved and agrees with the location of all service lines. 4.3.4. The Developer shall pay the Town a reasonable review fee, obtain the Towri s approval for, and pay any additional construction costs associated with any material changes to a Facility Plan. 4.4. Materials and Workmanship. All materials shall be new and both the workman- ship and materials shall be of good quality and shall meet the combined specifications and standards of (a) the American Water Works Association, (b) the Arizona Depart- ment of Environmental Quality (ADEQ), (c) the Pima County Department of Environ- mental Quality (PCDEQ), (d) all local regulatory agencies and (e) the Facility Plan. The Developer shall repair, or remove and replace, at the Developer's expense and at the Towri s convenience, workmanship or materials which do not meet the described crite- ria or which prove to be defective at any time within one year from the date of the Towri s final acceptance of the Work. 4.5. Automated Equipment Required. The Developer shall install, to Town specifica- tions, automated meters, sensors, and other necessary equipment for automated meter reading for all water services on the Property. 4.6. No obstructions. No permanent struciures (including, without limitation, mason- ry walls, fences, buildings, etc.) shall be constructed on or through a water easement without the Towri s express written consent. 4.7. Restriction on Service Connections. No service connections shall be made from the Towri s Water System to the Developer-Installed Water Facilities until the Town has ac- cepted them in accordance with Title 14 (Utilities) of the Marana Town Code. 4.8. Water Meter Requirements. 4.8.1. The Town shall only accept a meter application if the property to be served by the meter fronts the waterline. 4.8.2. Only one water meter application will be allowed per legal description un- less the property owner can provide the Town with plans indicating the type of im- provement or development taking place on the land that justifies more than one me- ter. 4.8.3. If any portion of the property served by a water meter is sold, the owner of the portion of land that fronts the water main shall have all rights associated with the water meter unless other arrangements are made with and approved by the Town of Marana Utilities Department prior to the sale. 4.9. Engineering, inspection, and correction of defects. 4.9.1. The Developer shall employ a registered civil engineer to design, lay out, establish control lines for and certify the layout of the Work according to the Facility Plan. {00027958.DOC / 6} SAGUARO BLOOM VVATER SERVICE AGREEMENT 5/9/2012 8:49 AM -g- 4.9.2. Any inspector authorized by the Town shall have full inspection authority over the Work. 4.9.3. The Developer shall furnish the Towri s inspector with access to all facilities reasonably necessary to inspect the Work. 4.9.4. T'he Work shall be subject to Town inspection at all times. 4.9.5. Defective work shall be corrected in a rnanner satisfactory to the Towri s in- spector. 4.9.6. Inspection by the Town is for the purpose of ensuring compliance with plans and specifications only. The Town makes no guarantee as to the safety or en- gineering soundness of plans prepared by the Developer or any contractor. 4.9.7. If scheduling by the Developer's contractor reasonably requires the Towri s inspector to work overtime, the Developer or the Developer s contractor shall pay the Town for any additional salaries, expenses or employee benefits relating to the overtime. For purposes of this paragraph, overtime is any time over 40 hours worked in a seven-day work period, any time over eight hours worked Monday through Friday, and any time worked on weekends and legal holidays observed by the Town. 4.10. Preconstruction procedure 4.10.1. The Developer shall submit a written request to begin construction to the Town five working days before any Work is to commence. 4.10.2. This Agreement shall be completed, signed and notarized, and returned to the Town prior to issuance of a construction permit for any portion of the Work. 4.10.3. No portion of the Work shall begin until the Town has issued a construc- tion permit specifying the starting date and a reasonable time for completion. 4.10.4. The Work shall be commenced and carried on at such points and in such order as may be directed by the Town. 4.10.5. Materials shall be available for sampling and testing by the Town prior to being used in the Work. Materials that fail to meet Town specification shall be re- moved from the site. 4.10.6. The Developer shall, at the Developer's expense, obtain all necessary permits and licenses for the Work, pay all fees and comply with all laws, ordinances and regulations relating to the Work. 4.11. Construction 4.11.1. The Developer, or the Developer's designated agent, shall be present at all times during performance of the Work. The name of the Developer's designated agent and the contractor performing the Work shall be furnished to the Town before {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -9- the Work begins. Instructions given by the Town to the designated agent shall be deemed to have been given to the Developer. 4.11.2. All Work shall be performed by a contractor properly licensed by the State of Arizona as determined by the Arizona Registrar of Contractors. In addition to any other contractor's license classifications required by the Arizona Registrar of Con- tractors, the contractor shall hold contractor's license classifications A, A-12 and A- 16. 4.11.3. The Developer shall employ only competent and efficient laborers, me- chanics or artisans on the Work, and the Developer agrees to perform the Work dili- gently to complete the Work on or before the completion date given in the notice to proceed. 4.11.4. The Developer shall identify and locate all water valves prior to paving and set valve boxes to final grade after paving. 4.11.5. The Developer shall, at the Developer's expense, make any and all on-site or off-site alterations to the existing Water System that are made necessary as a re- sult of paving, drainage, or other improvements caused by the development of the Project. 4.11.6. The Developer shall undertake all Work required under this Agreement at its own risk until the Developer-Installed Water Facilities are fully completed and accepted by the Town. If the Work is damaged or destroyed before final completion and acceptance, the Developer shall at its expense promptly repair or replace the Work to the Towri s satisfaction. 4.11.7. The Developer shall require all contractors and subcontractors performing any portion of the Work to comply with all safety requirements of the Occupational Safety and Hazards Act as set forth by the Federal Government and as implemented by the State of Arizona. The Developer or its contractors shall be solely responsible for all fines or other penalties provided for by law for any violations of the Occupa- tional Safety Hazards Act. 4.12. Dedication and Post-Construction Requirements 4.12.1. Upon the Towri s final acceptance of the Work, the Developer shall at no cost grant, bargain, sell, convey, transfer and deliver to the Town the Developer- Installed Water Facilities free and clear of all liens, claims, charges or encumbrances. 4.12.2. Within 30 days after completion of construction, the Developer shall pro- vide to the Town "as-built" drawings in both handwritten and electronic format, ceriified as correct by an Arizona registered civil engineer, showing the locations of all water mains, hydrants, valves, and service connections to all structures served from facilities constructed pursuant to this Agreement. The Town may withhold wa- ter service to the Developer until this condition is satisfied. {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -10- 4.12.3. The Developer guarantees the Work to be free from all failures due to poor workmanship or materials for a period of one year from the date of the Towri s final acceptance of the Work. The Developer's one-year warranty for Developer- Installed Water Facilities installed before the date of this Agreement shall run from the date of this Agreement. 4.12.4. The Developer shall not construct or allow the construction of any utiliiy, building, or other improvement that would interfere with the operation or mainte- nance of the Developer-Installed Water Facilities. 4.12.5. The Developer guarantees that all service lines, meters, and meter boxes on the Project will be to finished grade and that the Developer will remain responsi- ble for raising or lowering those services as required until the Project is fully devel- oped. 4.12.6. The Developer shall grant adequate easements or rights-of-way satisfacto- ry to the Town to ensure that customer service connections are accessible by the Town. 4.12.7. The Town shall accept title to and take possession of the Developer- Installed Water Facilities when the Work has been completed to the satisfaction of the Town. Subject to the Developer's continuing obligations under this Agreement, the Town shall operate and service the Developer-Installed Water Facilities after tak- ing over possession of them under this paragraph. Article 5. Water Service Rights and Obligations 5.1. Water Rights Transfer. The Developer shall assign to the Town every portion of its Irrigation or Type 1 Non-irrigation Grandfathered Groundwater Rights or Type II Non-irrigation Groundwater Rights as those are defined by law as may be appurtenant to the Property, and to execute and deliver all forms necessary to effect the transfer of these water rights to the Town concurrently with the assignment. 5.2. Assured Water Supply Designation. The Town will provide the State of Arizona Designation of Assured Water Supply status for the Project. 5.3. Inclusion in the Town's Water Service Area and Right to Receive Water Service. The Project is located within the Towri s water service area boundary. The Project's right to receive water service from the Town in accordance with then-existing federal, state, and local rules and regulations shall survive the termination of this Agreement. 5.4. Water to Flush Sewer. To provide adequate circulation and to avoid stagnation of water in the potable system serving the Project, and to facilitate the operation of sewers in the Project, the Town will sell the Developer up to 20,000 gallons of water per day to be used to flush sewers in the Project. The Developer shall pay the Towri s standard "multi-family, commercial, industrial, government and irrigation uses' rate for water used pursuant to this paragraph. Before receiving the first delivery of water to flush sewers in the Project, the Developer shall deposit $22,000 with the Marana Utilities De- {00027958.DOC / 6) SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -11- partment to cover the estimated cost of water to flush sewers in the Project over the next calendar year. Each month, the Town shall withdraw funds from the account to cover the cost of water deliveries provided pursuant to this paragraph. When a monthly withdrawal causes the account balance to drop below $5,000, the Developer shall promptly deposit funds sufficient to bring the account's balance back to $22,000. At the Town's option, the Town may either cease providing water to flush sewers or may pur- sue any available remedies against the Developer for failing to maintain the account as required by this paragraph. 5.5. Water Fees, Rates, and Credits. The Town shall collect all applicable and adopted fees and charges for each connection made on the Project, including without limitation development impact fees for water adopted by Marana Ordinance No. 2005.25 and those set forth in the comprehensive fee schedule adopted by Marana Ordinance No. 2009.11, as amended. In consideration of Developer's construction of the Developer- Installed Water Facilities as necessary for the Town to provide water service to the Pro- ject, the Town shall credit the full amount of the Marana Water Systern Infrastructure Impact Fees charged pursuant to Section 3 of Marana Ordinance No. 2005.25 (currently $864.00 per five-eighths-inch water meter), as it may be amended from time to time for each initial connection within the Project, subject to and limited by the following: 5.5.1. In no event shall the total amount of credits granted by the Town exceed the total acival costs incurred by the Developer and its predecessors in interest for the design and construction of well, storage, and booster station capacity for the Pro- ject. For this purpose, the Parties agree that the total actual costs incurred through the date of this Agreement are $1,450,000. Any actual costs for the design and con- struction of well, storage and booster station capacity for the Project that are in- curred in the future shall be agreed upon in an addendum (i) approved by and con- taining the signatures of the Marana Utilities Director and Developer's authorized representative, (ii) recorded in the office of the Pima County Recorder, (iii) containing a reference to this subparagraph, and (iv) setting forth the revised cumulative credits available to the Developer under this paragraph. 5.5.2. To the extent the Developer receives credits, the Developer shall not be en- titled to reimbursement from the Saguaro Springs Community Facilities District for the cost of the Developer-Installed Water Facilities. 5.5.3. The Developer s right to credits shall automatically apply to any applica- tion for water meter for the Project unless, before the meter is installed, the Develop- er or the party requesting the meter delivers to the Town a written agreement be- tween the Developer and the party requesting the meter, expressly waiving the right to have development impact fee credits applied to that meter. 5.5.4. The Developer's right to credits shall automatically terminate on the 15th anniversary of the Effective Date of this Agreement. 5.6. Third-Party Connection. The water system capacity provided by the Developer- Installed Water Facilities is designed and intended only to serve the Project. For maxi- {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -12- mum redundancy and reliability, the Town requires interconnection of adjacent water systems. To that end, the Parties anticipate that lands outside the Project will be served by water lines interconnected with the Developer-Installed Water Facilities, but with water system capacity provided by the third-party customer. The Town shall not allow any third-party connection to lands outside the Project that relies on or uses water sys- tem capacity provided by the Developer-Installed Water Facilities unless the Developer receives fair-share reimbursement in an amount reasonably approved by the Developer. Article 6. Miscellaneous 6.1. Minimum Frontage. Any property connecting to a water main shall have a mini- mum of fifteen feet of frontage on that main. A water easement or other utility easement shall not constitute frontage for purposes of this paragraph. 6.2. Current Fees. Based on currently-adopted rates and fees, which are subject to change, the total charge for each five-eighths-inch water meter to be installed on the Project is currently anticipated to be $2,691.00, which includes $360.00 for the meter fee, $1,467.00 for the Marana Gravity Storage and Renewable Water Resource Fee, and $864.00 for the Marana Water System Infrastructure Impact Fee. 6.3. Indemnificafiion and Hold Harmless. The Developer shall indemnify, defend, and hold harmless the Town, its Mayor and Council, officers and employees, boards, com- mittees and coinmissions from and against any loss, claim, suit, demand, cause of ac- tion, or liability of any nature, including but not limited to damage to property and in- juries to persons, including death, arising or alleged to have arisen, in whole or in part, out of any negligent act or omission of Developer or any contractor, subcontractor, or any person employed directly or indirectly by any of them in the performance of the Work or in the operation of the Developer-Installed Water Facilities. 6.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties. 6.5. Assignment. The Developer may not assign this Agreement without the prior written consent of the Town. 6.6. Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involving conflict of interest. 6.7. Scrutinized Business Operations. The Developer certifies that it does not have, nor will it for the duration of this Agreement have, scrutinized business operations in Su- dan or Iran as defined in A.R.S. § 35-391 and A.R.S. § 35-393, respectively. 6.8. Recording. This Agreement shall be recorded in the office of the Pima County Re- corder within ten days after the date of the last Party's signature on this Agreement. 6.9. Effective Date. This Agreement shall be effective on the date it is recorded in the office of the Pima County Recorder. {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -13- 6.10. Term. Except as provided in paragraph 5.3 and subparagraph 5.5.4 above, this Agreement shall terminate on the 25� anniversary of the Effective Date of this Agree- ment. IN WITNESS WHEREOF, the Parties have executed this Agreement with their representa- tives' respective signatures. THE TOWN: THE OWNER: TOWN OF MARANA, an Arizona MARANA 670 HOLDINGS, LLC, an municipal corporatio Arizona limited liability company `<'� -: y: Grayhawk Holdings Inc., an BY� Arizona corporation, Manager Ed Honea, ayor A�r�rEST: ocelyn Bronson, Town Clerk By: Name: JTr141� �A�t�l✓ Title: v � TWIN PEAKS DEVELOPMENT: TWIN PEAKS DEVELOPMENT, INC., an Arizona corporation By: Name: ��SD� � , , Title: �' � STATE OF ARIZONA ) )�� County of Maricopa ) The foregoing ' trumen was acknowledged b e thi � day of �ll,�L:� 2012 by i� t ct V i�� C� Q_ {� r' , the V�� e �V'��,�. ���Y1� of ra hawk Holdin s Inc. an Arizona cor oration the Mana er of MARANA 670 HOLD- Y g � P � g �NGS, LLC, an Arizona limited liability co any, on behalf c�the LLC. (Seal) ` ME� pA G. WEST � Nokary Public,State of AriYona � � Maricopa County � h My commission Expires NotaTy Pub1iC March 21, 2014 {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -14- STATE OF ARIZONA ) )�§ County of Maricopa ) The foregoing in tr ment wa / acknowledged before this� � day of 2012 by ��f.,�.5/� fTl��1� , the l�i j'P Y�,�f of WIN PEAKS DEVELOPMENT, INC., an Arizona r oration, on behalf of the corporation (Seal) MELINDA G. WEST � � Notary Public,State of A�izona /,. Maricopa County � My Commissio� Expires Notary Public � • March 21, 2014 LIST OF EXHIBITS Exhibit A. Legal description of the Property Exhibit B. Map depiction of the Project {00027958.DOC / 6} SAGUARO BLOOM WATER SERVICE AGREEMENT 5/9/2012 8:49 AM -15- EXHIBIT "A" (Legal Description) PARCEL 1: Blocks 1 through 3, inclusive, Blocks 5 through 7, inclusive, Blocks 9 and 10 and Lots 1 through 9 in Saguaro Springs, as shown on the map recorded in Book 58 of Maps, Page 23, records of Pima County, Arizona; EXCEPT THEREFROM those parts of said Block 5 to be used for a Park Site and a School Site, described as follows: PARK SITE: All that portion of Block 5 of Saguaro Springs, Blocks 1 thru 10 and A thru D and Lots 1 thru 9 and A and B, recorded in Book 58 of Maps and Plats at Page 23 in the office of the County Recorder, Pima County, Arizona, more particularly described as follows: BEGINNING at the Southwest corner of said Block 5; THENCE along the West line of said Block 5 North 14°24'29" West a distance of 481.02 feet to the beginning of a tangent curve concave to the East having a radius of 30.00 feet and a central angle of 51 °43'31 "; THENCE continuing along said West line and along the arc of said curve to the right a distance of 27.08 feet to a point of tangency on the Northwest line of said Block 5; THENCE along said Northwest line North 37°19'02" East a distance of 755.61 feet; THENCE continuing along said Northwest line North 36°22'30" East a distance of 671.15 feet to the beginning of a tangent curve concave to the South having a radius of 30.00 feet and a central angle of 105°18'35"; THENCE continuing along said block line and the arc of said curve to the right a distance of 55.14 feet to a point of tangency on the Northeast line of said Block 5; THENCE along said Northeast line South 38°18'S5" East a distance of 22.89 feet to a point on a line 60.00 feet Southeast of and parallel with the Northwest line of said Block 5; THENCE along said parallel line South 36°22'30" West a distance of 694.53 feet; THENCE continuing along said parallel line South 37° 19'02" West a distance of 526.01 feet; THENCE South 35° 13'S4" East a distance of 716.33 feet to a paint on the South line of said Block 5; THENCE along said South line South 83°46'13" West a distance of 488.84 feet to the POINT OF BEGINNING. SCHOOL SITE: All that portion of Block 5 of Saguaro Springs Blocks 1 thru 10 and A thru D and Lots 1 thru 9 and A and B, recorded in Book 5 8 of Maps and Plats at Page 23 in the office of the County Recorder, Pima County, Arizona, more particularly described as follows: COMMENCING at the Southwest corner of said Block 5; THENCE along the South line of said Block 5 North 83°46'13" East a distance of 488.84 feet to the POINT OF BEGINNING; THENCE North 35° 13'S4" West a distance of 716.33 feet to a point on a line 60.00 feet Southeast of and parallel with the Northwest line of said Block 5; THENCE along said parallel line North 37° 19'02" East a distance of 40239 feet; THENCE South 47° 17'08" East a distance of 852.35 feet to the East line of said Block 5 being a point on a curve having a radius of 2305.00 feet and to which a radial line bears North 88°23'22" West; THENCE along said East line of Block 5 and the arc of said curve to the left through a central angle of 06° 15'S9" a distance of 252.09 feet to a point of reverse curve, having a radius of 25.00 feet and a central angle of 88°25'34' ; THENCE continuing along the East line of said Block 5 and arc of said curve a distance of 38.58 feet to a point of tangency on the South line of said Block 5; THENCE along said South line South 83°46'13" West a distance of 444.07 feet to the POINT OF BEGINNING. PARCEL 2: All that portion of Section 13, Township 12 South, Range 11 East, Gila and Salt River Meridian, Pima County, Arizona, more particularly described as follows: COMMENCING at a 1 1/2 inch lead capped pipe properly marked and monumenting the Southeast corner of said Section 13; THENCE along the East line of said Section 13, North 00°08'OS" West a distance of 75.00 feet to the POINT OF BEGINNING; THENCE along a line 75 feet North of and parallel to the South line of said Section 13, South 89°57'S0" West, a distance of 1142.34 feet; THENCE North 38°23'46" East, a distance of 1833.81 feet, to the East line of Section 13 to which a 2" lead capped pipe properly marked and monumenting the West quarter corner of said Section 18 bears North 00°08'OS" West, a distance of 1129.31 feet; THENCE along said East line of Section 13 South 00°08'OS" East a distance of 1436.51 feet to the POINT OF BEGINNING. LOTS: Lots 1 through 130, inclusive, and Common Areas "A" and "B", of Saguaro Springs Block 8A, according to the Plat of Record of Saguaro Springs Block 8A, according to the Plat of Record in the Office of the County Recorder of Pima County, Arizona, recorded in Book 62 of Maps, Page 7. Lots 131 through 399, inclusive, and Common Areas "A" and "B", according to the Plat of Record of Saguaro Springs Block 8B, according to the Plat of Record in the Office of the County Recorder of Pima County, Arizona, recorded in Book 62 of Maps, Page 8. Lots 400 through 611, inclusive, and Common Areas "A" and "B", according to the Plat of Record of Saguaro Springs Block 4, according to the Plat of Record in the Office of the County Recorder of Pima County, Arizona, recorded in Book 62 of Maps, Page 6.