HomeMy WebLinkAboutResolution 2015-025 Approving construction of water facilities for Marana Center development projectMARANA RESOLUTION NO. 2015 -025
RELATING TO DEVELOPMENT; APPROVING AND AUTOIORIZING THE MAYOR. TO
EXECUTE `111E AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES FOR THE
MARANA CENTER DEVELOPMENT PROJECT (FORMERLY KNOWN AS MARANA
SPECTRUM)
WHEREAS VP Marana 160, LLC and the Town of Marana are parties to the Second
Amendment to Marana Spectrum Development Agreement recorded in the office of the Recorder
of Pima County, Arizona, on May 15, 2014, at Sequence 20141350543 (the "Second DA
Amendment"); and
WHEREAS the Second DA Amendment and the agreements it amends (collectively the
"Marana Center Development Agreements ") facilitate the development of the Marana Center
development project ( "Marana Center"), formerly known as Marana Spectrum, located in
Marana, Arizona, on the land depicted on the Marana Center Final Block Plat recorded in the
office of the Recorder of Pinta County, Arizona, on August 22, 2014, at Sequence 20142340180
(the "Marana Center Plat "); and
WHEREAS the existing Town of Marana Utilities Department potable water
infrastructure is sufficient for, and the Town has approved water service to, the first phase of
development of Marana Center currently being constructed on Parcel 4 of the Marana Center
P 1 at; and
WHEREAS additional water infrastructure improvements listed in Exhibit C to the
Second DA Amendment must be in operation before the Town will provide water service for any
part of Marana Center other than Parcel 4 of the Marana Center Plat; and
WHEREAS the Agreement for Construction of water Facilities for the Marana Center
development project (formerly known as Marana Spectrum.), which is the subject of this
resolution, facilitates the construction of the additional water infrastructure improvements listed
in Exhibit C to the Second DA Amendment, as well as oversizing of the infrastructure to serve
other properties in the Town's water service area; and
WHEREAS the Mayor and Council find the Agreement for Construction of water
Facilities for the Marana Center development project to be in the best interest of the Town and
its citizens.
NOW, THEREFORE, BE IT RESOLVED BY TPIL MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, AS FOLLOWS:
SECTION 1. The Town hereby approves and authorizes the Mayor to execute the
Agreement for Construction of water Facilities for the Marana Center development project
Resolution No. 2015 -025 3/5/2015 3:49 PM F W
(formerl known as Marana Spectrum) in the form attached to this resolution as Exhibit A. for
and on behalf of the Town of Marana.
SECTION 2. The various Town officers and emplo are authorized and directed to
perform all acts necessar or desirable to g ive effect to this resolution.
4
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 17th da of March, 2015.
............................................. .................
Ma Ed Hknea
ATTEST:
Of ; o 1 11111 1 111111,
0
c y n ronson, Town Clerk
N
MARACA 7
^VN/
APPROVED AS TO FORM:
r Cass' Town Atto ne
Resolution No. 2015-025 - 2 - 3/5/2015 3:49 I'M FK17
TOWN OF MARANA
AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES
Marana Center (f /k/a Marana Spectrum)
Tuns AGREEMENT (this "Agreement ") is entered into by and between the TOWN OF MARANA,
an Arizona municipal corporation (the "Town "), and VP DEVELOPMEN`I ~, LLC, an Arizona limited
liability company ( "VP Development"). The Town and VP Development are sometimes
collectively referred to as the "Parties," each of which is sometimes individually referred to as a
"Party "
RECITALS
A. This Agreement is entered into and authorized pursuant to Title 14 of the Marana
Town Code as it may be amended from time to time ( "Marana Town Code Title 14").
B. VP Development is a related entity to VP MARANA 160, LLC, an Arizona limited
liability company ( "VP Marana ").
C. VP Marana and the Town are parties to the SECOND AMENDMENT TO MARANA
SPECTRUM DEVEI.,OPMENT AGREEMENT recorded in the office of the Recorder of Pima County,
Arizona, on May 15, 2014, at Sequence 20141350543 (the "Second DA Amendment ").
D. The Second DA Amendment and the agreements it amends (collectively the "Marana
Center Development Agreements ") facilitate the development of the Marana Center development
project, formerly known as Marana Spectrum, located in Marana, Arizona, on the land legally
described in Exhibit A to the Second DA Amendment and depicted on the Marana Center Final
Block Plat recorded in the office of the Recorder of Pima County, Arizona, on August 22, 2014,
at Sequence 20142340180 (the "Marana Center Plat "), referred to in this Agreement as "Marana
Center."
E. The existing Town potable water infrastructure is sufficient for, and the Town has
approved water service to, the first phase of development of Marana Center currently being
constructed on Parcel 4 of the Marana Center Plat.
F. Those certain water infrastructure improvements listed under the heading `Public
Water Supply /Fire Protection" in Exhibit C to the Second DA Amendment (the "Required water
Facilities ") must be in operation before the Town will provide water service for any part of
Marana Center other than Parcel 4 of the Marana Center Plat.
G. To facilitate potable water service by the Town to other properties in the Town's
water service area, the Town desires to oversize the Required water Facilities to the sizes and
components as set forth in Exhibit A attached to and incorporated by this reference in this
Agreement. As so oversized, these water infrastructure improvements are referred to in this
Agreement as the "Oversized Facilities."
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H. The Marana Center Development Agreements establish a mechanism for reimbursing
VP Marana for its public infrastructure expenditures, but the Marana Center Development
Agreements do not impose on VP Marana or its related entities an affirmative obligation to build
infrastructure unless and until it is needed to serve Marana Center.
1. This Agreement is intended to address the terms and conditions that will apply if the
Oversized Facilities are constructed by VP Development, but is not intended to interfere with the
ability of the Town or a third party to construct the oversized Facilities if for any reason the
Oversized Facilities are needed by the Town or a third party before VP Development has begun
its construction of the oversized Facilities.
J. Pursuant to the Marana Center Development Agreements, the Town will take ownership
of, operate, and service the oversized Facilities after they have been constructed to Town standards
and in accordance with Town requirements.
AGREEMENT
Now, THEREFORE, i
�� ERE n consideration of the foregoing premises and the mutual covenants set
forth in this Agreement, the Parties hereby agree as follows:
1. Effective date applicability, and termination. This Agreement is effective on the
signature date of the last Party to sign this Agreement, and is applicable if VP Development
constructs the oversized Facilities. If for any reason the oversized Facilities are needed by the
Town or a third party before VP Development has begun its construction of the oversized
Facilities, the Town may terminate this Agreement effective upon giving VP Development
notice as provided in subparagraph 10.2 below. Before VP Development has begun its
construction of the oversized Facilities, either Party may terminate this Agreement at will upon
30 days' notice to the other Party as provided in subparagraph 1.0.2 below. If VP Development
begins construction of the oversized Facilities before the tenth anniversary of the effective date
of this Agreement, this Agreement shall terminate when VP Development completes its
construction of the oversized Facilities. In all other instances, this Agreement shall terminate on
the tenth anniversary of the effective date of this Agreement.
2. Approved Plans. The Town shall notify VP Development when it has approved the
required plans, specifications, and materials for the oversized Facilities. within 60 days of its
receipt of the Town - approved plans, specifications, and materials for the oversized Facilities,
VP Development shall notify the Town if it disputes or disagrees with any element of the Town -
approved plans, specifications, and materials for the oversized Facilities, or if it disputes or
disagrees with the location of any service lines. In that event, the Parties shall cooperate in good
faith to resolve all disputes or disagreements regarding the plans, specifications, and materials
for the oversized Facilities. once approved by the Parties, the required plans, specifications, and
materials for the oversized Facilities shall be what are referred to in this Agreement as the
"Approved Plans," and the Parties' acceptance of the Approved Plans shall constitute the Parties'
certification that they have reviewed and approved the Approved Plans and all other
specifications applicable to the construction of the oversized Facilities and have approved and
agree with the location of all service lines, and the Appr Plans may then be revised only
upon mutual agreement of the Parties.
3. Definitions. The following definitions apply to the capitalized terms used in this
Agreement:
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3. 1. A.R.S.: Arizona Revised Statutes section.
3.2. Approved Plans: See paragraph 2 above.
3.3. Agreement: This Agreement for Construction of water Facilities. See the introductory
paragraph on the first page.
3.4. Marana Center: See recital D above.
3.5. Marana Center Development Agreements: See recital D above.
3.6. Marana Center Plat: See recital D above.
3.7. Marana Town Code Title 14: Title 14 of the Marana Town Code as it may be amended
from time to time. See recital A above.
3.5. oversized Facilities: See recital o above.
3.9. Parties: The Town and VP Development. See the introductory paragraph on the first
page.
3.10. Party: The Town or VP Development. See the introductory paragraph on the first page.
3.11. Required water Facilities: See recital F above.
3.12. Second DA Amendment: See recital C above.
3.13. Town: The TOWN of MARANA, an Arizona municipal corporation.
3.14. VP Development: VP DEVELOPMENT, LLC, an Arizona limited liability company.
3.15. VP Marana: VP MARANA 160, LLC, an Arizona limited liability company. See recital B
above.
3.16. work: See subparagraph 4.1 below.
4. Construction.
4.1. Conformance to the Approved Plans. VP Development's installation and construction of
the oversized Facilities shall conform to the Approved Plans, the Tucson water Standard
Specifications and Details (latest edition), Marana Town Code Title 1.4, and special
specifications and details as approved by the Town and by this reference made a part of this
Agreement. Construction and installation of the oversized Facilities in accordance with the
Approved Plans, including without limitation all labor, materials, equipment, supplies, and tools
required for the construction and installation, is referred to in this Agreement as the "work."
4.2. Work pr'ocur'ed by public pr'ocur'ement. VP Development shall procure the work in
accordance with the State of Arizona and the Town public infrastructure construction
procurement laws and procedures.
4.3. Work by licensed contractor. The 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
Contractors, the contractor shall hold contractor's license classifications A, A-] 2 and A -16.
4.4. Town acceptance of the Oversized Facilities. No service connections shall be made from
the Town's water system to the oversized Facilities until the Town has accepted the oversized
Facilities in accordance with Marana Town Code Title 14.
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5. Engineering and Inspection.
5.1. Registered civil engineer. VP Development shall employ a registered Civil Engineer to
provide .field inspection of the work as it is being done and to certify the layout of the Work
according to the Approved Plans.
5.2. Town inspector's authority. Any inspector authorized by the Town shall have full
inspection authority over the work.
5.3. Inspection provisions. VP Development shall furnish the Town's inspector with all
facilities reasonably necessary to inspect the work. The work shall be subject to Town
inspection at all times. Defective work shall be corrected in a manner satisfactory to the Town's
inspector. inspection by the Town is for the purpose of ensuring compliance with plans and
specifications only.
6. Preconstruction Procedure.
6.1. Request to begin construction. VP Development shall submit a written request to begin
construction to the Town five working days before the work is to commence.
6.2. Construction permit and notice to proceed; start and completion of the Work. No portion
of the work shall begin until the Town has issued a water construction permit and notice to
proceed specifying the starting date and a reasonable time for completion.
6.3. Materials sampling and testing. VP Development or its field engineer shall be responsible
for reviewing, sampling and testing materials and/or material submittals, and shall make the
samples available for testing by the Town at the Town's request, prior to being used in the work.
Materials that fail to meet Town specification shall be removed from the site.
6.4. Permits and approvals. VP Development shall obtain all necessary permits and licenses
for the work, pay all fees in accordance with the terms of this Agreement and comply with all
laws, ordinances and regulations relating to the work.
7. Construction.
7.1. IMP .Development's presence on site. VP Development or its field engineer, designated
agent, or general contractor shall be present at all times during performance of the work. The
name of VP's designated agent and general contractor performing the work shall be furnished to
the Town before the work begins. Instructions given by the Town to the designated agent or
general contractor shall be deemed to have been given to VP Development.
7.2. Competence and diligence. VP Development shall be responsible for ensuring that its
general contractor employs only competent and efficient laborers, mechanics or artisans on the
Work. VP Development shall be responsible for ensuring that its general contractor performs the
Work diligently to complete the work on or before the completion date given in the notice to
proceed (see subparagraph 6.2 above).
7.3. Worksite ,safety. VP Development 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. VP Development or its contractors shall be solely responsible for all fines or other
penalties provided for by law for any violations of the Occupational Safety Hazards Act.
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8. Payment.
8. 1. VP Development's payrnen
approved contractor invoice for
requirements ofA.R.S. § 34 -221.
t for
the Work.
VP Development
shall
timely
pay each
the
work., in
conformance with
the
prompt
payment
8.2. Town's contribution toward costs of the Work. Within 30 days after VP Development's
approval and submission to the Town of each contractor invoice, the Town shall pay the
percentages of actual costs incurred by VP Development for each item of work as set forth in the
"Town of Marana" column of Exhibit A.
8.3. Incidental Costs. To the extent possible, incidental costs (such as surveying, testing,
inspection, permits, bonding, overhead and profit, taxes, bondingetc.) shall be incorporated into
the unit bid prices for the respective construction categories described and set forth in Exhibit A
and proportioned out accordingly. Incidental costs (such as mobilization, traffic control, etc.) that
are not apportioned to the construction categories described and set forth in Exhibit A shall be
apportioned equally (50 %150/0) between VP Development and the Town.
8.4. option to escrow funds. To facilitate the Parties' performance under this paragraph 8, or
to satisfy third -party obligations of one or both of the Parties (for example, in connection with
obligations to a buyer as part of a real estate transaction for the sale of all or a portion of Marana
Center), the Parties may deposit funds in one or more escrow accounts established for the
purpose of paying for the work.
9. Dedication.
9.1. Transfer of the oversized Facilities to the Town. Upon the Town's final acceptance of
the work, VP Development shall at no cost grant, bargain, sell, convey, transfer and deliver to
the Town the oversized Facilities free and clear of all liens, claims, charges or encumbrances.
9.2. one year warranty. VP Development shall require the general contractor to guarantee
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 Town's final acceptance of the work.
9.3. other conflicting construction prohibited. VP Development shall not construct or allow
the construction of any utility, building, or other improvement that would interfere with the
operation or maintenance of the oversized Facilities.
9.4. Acceptance by the Town. The Town shall accept title to and take possession of the
Oversized Facilities when the work has been completed to the satisfaction of the Town. Subject
to VP Development's continuing obligations under this Agreement, the Town shall operate and
service the oversized Facilities after taking possession of them under this paragraph.
10. Miscellaneous.
10.1. Indemnity.
1.0.1.1. By VP Development. VP Development shall indemnify, defend, and hold harmless
the Town, its Mayor and Council, officers and employees, boards, committees and
commissions from and against any loss, claim, suit, demand, cause of action, or liability of
any nature, including but not limited to damage to property and injuries to persons, including
death, arising or alleged to have arisen, in whole or in part, out of any negligent act or
f 00040539.DOCX 15) -5- 2/18/2015 1:16 1'M FJC
omission of VP Development, its general contractor, or any contractor, subcontractor, or any
person employed directly or indirectly by any of them in the performance of the work.
10.1.2. By the Town. The Town shall indemnify, defend, and hold harmless VP
Development, its general contractor, or any contractor, subcontractor, or any person
employed directly or indirectly by any of them in the performance of the work from and
against any loss, claim, suit, demand, cause of action, or liability of any nature, including but
not limited to damage to property and injuries to persons, including death, arising or alleged
to have arisen, in whole or in part, out of any negligent act or omission of the Town, its
officers, employees, or agents in connection with the work.
10.2. Notices. All notices, requests and other communications under this Agreement shall be
given in writing and either (i) personally served on the Party to whom it is given, or (ii) mailed
by registered or certified mail, postage prepaid, return receipt requested, or (iii) sent by private
overnight courier such as Federal Express or Airborne, or (iv) transmitted by electronic mail or
facsimile (provided that confirmation of receipt of the electronic mail or facsimile transmission
is given on the date of such transmission), addressed as follows:
If to the Town:
TOWN OF MAKANA
H 555 W. Civic Center Drive, Bldg. A3
Marana, Arizona 85653 -7006
Telephone: (520) 382 -1900
Fax: (520) 382 -1901.
Email: townattorney @marana.com
If to VP Development:
VP DEVELOPMENT, LLC
2502 E. Camelback Road, Suite 214
Phoenix, AZ 85016
Telephone: (602) 626 -8992
Fax: (602) 955 -9333
Email: david@vintagevp.com
All notices shall be deemed given when delivered or transmitted by facsimile or electronic mail
or, if mailed as provided above, on the second day after the day of mailing, and if sent by
overnight courier, on the next day after the date of deposit with the courier. Any Party may
change its address for the receipt of notices at any time by giving written notice thereof to the
other Party in accordance with the terms of this paragraph. The inability to deliver notice because
of a changed mailing address of which no notice was given, or rejection or other refusal to accept
any notice, shall be deemed to be the effective receipt of the notice as of the date of such
inability to deliver or rejection or refusal to accept.
10.3. Binding effect; no recording. This agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, successors and assigns of the Parties. This
Agreement shall not be recorded.
10.4. Consent required for assignment. VP Development may not assign this Agreement
without the prior written consent of the Town.
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10.5. Cancellation for conflict o finterest. This A g reement is Subject to A.R.S. § 38-511,
which provides for cancellation in certain instances involvin conflict of interest.
-4
IN WITNESS WHEREOF. the Parties have executed this A as of the last date set forth
below their respective si
The "Town":
TOWN OFMARANA, an Arizona municipal
corporation
Ma Ed Ho6a
ATTEST.-
J cel C. onson, Town Clerk
APPROVED AS To FORM:
Fr A Cassi Town Attorne
S , rATE OF ARIZONA )ss
"VP Development":
VP Di'VELOPMEN'r, LLC, an Arizona limited
liabilit compan
A DD
Its:
Count of
The fore instrument was acknowled before me on
. the
VP DEVELOPMENT, LLC, an Arizona limited liabilit compan on behalf of the LLC.
( Seal)
Notar Public
b
of
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Exhibit a: Twin Peaks Reservoir and Booster Station; Cost Shar
Item
Description
Applicant
Town of
Marana
Reservoir ( 1.000,040 gal)
540,004 gal
160,000 gal
1
16" Inlet piping from existing stub to reservoir inlet
100%
0%
2
Cutlet piping from reservoir to boosters
100%
0%
3
Inlet and outlet valves
100%
0%
4
5
1,000,000 gallon steel reservoir (tank, foundation, manways,
ladder, etc.)
Level monitoring equipment
84%
100%
16%
0%
6
Chlorinator
100%
0%
7
Overflow
100%
0%
Booster Station
8
Booster Station (pumps, manifold, concrete pad, associated
valuing, flow meter)
0%
100%
9
Discharge piping from boosters to existing 16" stub
0%
100%
10
11
Pressure Transmitters
Control Systems (PLC, VFDs, SCADA)
0%
0%
100%
100%
12
13
Site Work
Electrical Service
Electrical /Control Panel /Telemetry
10%
10%
90%
90%
14
Surface Treatment /Grading
50%
50%
15
Perimeter wall and gate
50%
50%
16
Site security and lighting
50%
50%