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HomeMy WebLinkAboutResolution 2003-006 construction of water facilities for farm field fiveMARANA RESOLUTION NO. 2003-06 A RESOLUTION oF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, ACCEPTING AND AUTHORIZING TIlE APPROVAL OF AN AGREEMENT BETWEEN THE TOWN OF MARANA AND FCD MARANA VENTURE I, L.L.C., AN ARIZONA LIMITED LIABILITY COMPANY FOR CONSTRUCTON OF POTABLE AND NON-POTABLE WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE. WHEREAS, FCD Marana Venture I, L.L.C.,. intends to facilitate the development of that certain property to be called Farm Field Five, more specifically describe '. · · .... Agreement for Construction of ~,. ~.~ xT__ ,, ......... "... . d w~th/n Exhibit 1, an Potab,,. ,~,u l~un-rotame water eac~l~t~es and Provision of Water Utility Service between the Town of Marana and FCD Marana Venture I, L.L.C. (the" ,, and Agreement ); WHEREAS, FCD Marana Venture I, L.L.C., is desirous of arranging for the provision of water service to and w/thin the Property in connection with Development thereof; and WHEREAS, Marana is willing to provide water service to and within the Property i n accordance with the Municipal Code of Marana and in accordance with the terms of the Agreement; and WHEREAS, FCD Marana Venture I, L.L.C., agrees to the construction of water facilities within Farm Field Five; and WHEREAS, t he T own o fM arana, agrees t o provide water service to Farm Field Five 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. 2003-06 1 of 3 NOW, THEREFORE, BE IT 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 FCD Marana VentUre I, L.L.C., an Arizona limited liability company, attached hereto as Exhibit "1" and incorporated herein by this refe~:ence, 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, th/s 18r}~ day of March, 2003. ATTEST: ~I~N, JR. -- "l'own Clerk APPROVED AS TO FORM: D el j. gsa. - As Town Attorney and not personally Marana, Arizona Resolution No. 20034)6 2 of 3 EXHIBIT "1" Marana, Arizom Resolution No. 2003-06 3 of 3 F. ANN RODRIGUEZ~.ECORDER RECORDED BY: AM DEPUTY RECORDER 9722 AS2 - DOCK 12022 PAGE: 2754 NO. OF PAGES: 29 SEQUENCE: 20030650761 04/04/2003 AG 16:23 ,.. SMARA TOWN OF MARANA ATTN: TOWN CLERK 13251 N LON ADAMS.RD MARANA AZ 85653 MAIL AMOUNT PAID $ 20.00 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 ~~- POTABLE WATER FACILITIES, entered into as ofthe~ day ,2003 by and between the TOWN OF MARANA, ARIZONA, an Arizona municipal corporation, (hereinafter referred to as "Marana") and FCD Marana Venture I, L.L.C., an Arizona 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 that (i) Developer is legally qualified to do business in the State or Arizona, and (ii) prior to this Agreement becoming effective pursuant to Paragraph 11.6 hereof, Developer will own or will have the exclusive option to purchase 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 1 =; 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 - z Original 1 of 2 FeD Marana Venture I.doc Page 1 03/06/2003 df\ 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: 1. DEFINITIONS 1.1 Applicant or Developer: FCD Marana Venture I, L.L.C., and its successors and assigns. 1.2 Property: That certain property or real estate development known as Vanderbilt Farms 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. Testing and Phasing. 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." i Ji. =-: ... ..... i:.J! .. L =: L 2 !'"'} " ..- -' ;r- ::1 FeD Marana Venture l.doc Page 2 03/06/2003 ,. (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 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 twelve-inch (12") pressure main will provide the potable water to the development from a regional distribution point, now located in Barnett Road, to be determined by Marana. (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. ? o : : .r L (iv) Storage and Fire Protection. Developer shall payor participate at the second (2nd) 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- 2 -j" 5 FCD Marana Venture I.doc Page 3 03/06/2003 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 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. (c) Phasinq. Developer and Marana recognize that not all Water Facilities may be necessary to service the initial phase or phases the development proposed for the Property. The phasing is agreed to in writing and attached to this Agreement as Exhibit "C." Fees are due at the time the Form A-Major Utility Installation Permit is issued. 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 o!"') =- u ....... L 2 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 "/ ? n I" FeD Marana Venture I.doc Page 4 03/06/2003 I . 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 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 914-7 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. 2.7 Inspection. Testing 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 i .i. r ...... r::i :::.; .r:i L :2 ? :....,. -' 8 FCD Marana Venture I.doc Page 5 03/06/2003 j . 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 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. I I ~ i ... -".. =- n \::Ji ..... L.. 2 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 =- . , ..... , 9 FeD Marana Venture I.doc Page 6 03/06/2003 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 (except and to the extent that such accident, destruction or injury is caused or contributed to by the Town). 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 defense of the Town at Developer's expense and will pay all judgments rendered therein. .:. 2 (3 ...-- ,;; L (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 ? ? b FCD Marana Venture I.doc Page 7 03/06/2003 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 ~ 14-3-7 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. 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 Developer prior to the commencement of the installation of the Water r ...... @ 2 z =J ...... = = f or- ;;-,. '-" ~ FeD Marana Venture I.doc Page 8 03/06/2003 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. 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, 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. :r:; :r: L z 2 ? {; FeD Marana Venture I.doc Page 9 03/06/2003 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, Developer retains any interest in the parcels and tracts described hereon, only for purposes of any acquisition of public infrastructure described in the Vanderbilt Farms Development, Financing Participation and Intergovernmental Agreement by and among the Town of Marana, Arizona, the Vanderbilt Farms Community Facilities District, and the Developer." 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, the Developer, if not the Home Builder, 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. 1 :2 ......- :::.: L z (c) 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 One Million Six Hundred Thousand dollars ($1,600,000) ? , , /' b FeD Marana Venture I.doc Page 10 03/06/2003 (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 was paid or (iv) apply to any non-potable meters installed on the Property. (d) 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 and as may be normal and customary 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. WATER 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 .i z ~i 2 2 = = .... t:= ... ... -;r FeD Marana Venture I.doc Page 11 03/06/2003 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 and Type II Non-Irrigation Grandfathered 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. 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. ;; i ? .-:: iiJ 2 :: L " . . 5 FCD Marana Venture i.doc Page 12 03/06/2003 6.2 Pursuant to A.R.S. S 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. 7 . INDEMNIFICATION 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 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: 1 or:;; -=- To Marana: Utilities Director Town of Marana Water Department 12775 North Sanders Road Marana, Arizona 85653-9723 :I .": ~ L :: .f With copy to: Mr. Dan Hochuli, Esq. Town Attorney 220 East Wetmore Road, Suite 110 b 6 FCD Marana Venture I.doc Page 13 03/06/2003 And copy to: To Applicant: And copy to: Tucson, Arizona 85705 Martinez & Curtis, P.C. Attn: William P. Sullivan 2712 N. 7th Street Phoenix, Arizona 85006-1090 FCD Marana Venture I, L.L.C. c/o Mr. Don Edwards Edwards, Largay & co., PLC 333 East Osborne, Suite 260 Phoen~,Arizona 85012 Mr. Kyle B. Hettinger, Esq. Brown & Bain 2901 North Central Avenue, Suite 2000 Phoenix, Arizona 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. 10. ASSIGNMENT 10.1 This Agreement shall be binding upon and for the benefit of the heirs, administrators, executors, successors and assigns of Marana and Developer. 1 .r:; L n ~ ? 11. MISCELLANEOUS 11.1 This instrument (i) implements Paragraph 2.3 of the Development Agreement between Marana and Vanderbilt Farms, L.L.C., an Arizona limited liability company, dated ,2003 (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 :rR n / 6 =; FeD Marana Venture I.doc Page 14 03/06/2003 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 (i) BE APPROVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, (ii) have all exhibits attached hereto (except Exhibit B to be attached after recording) initialed by the parties, and (iii) be completed with all blanks filled in. 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. 1 . . ... .:... ... :'" = 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 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. .:... .-.. :r . . ... .:... n ;' z . . . . . . FCD Marana Venture I.doc Page 15 03/06/2003 IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. ::WN~ Maf _1ilWll ~ """ ~,\".H ' rlfl. ~_, OF !1;l"q :p~ ;$~~\\'m"'II/.;<Q>' ~ ;:: 0 ~ '{., ~i -::. ... ~ CORPORATF ~,. '..... ::: J..; i = <; S Y' ':;: - =SEAL:::: - --~ ,;:,~ ..... ~ "~ "- ~ ~~. ;: ~ ~ ~"IIIIIl'\"\~J~ ~ I9/Z. i~I~~~ ~IIIUU\\~"" .. 1 Its: APPROVED AS TO FORM ATTEST: :::..:: ...... L ~~~ As Town Attorney and not personally i"::f ~4 : y: < / ,'-, k~ ~~~ , n eler _~ to ~ '" DEVELOPER FeD Marana Venture I.doc Page 16 03/06/2003 By: Its: Manager ACKNOWLEDGMENT 8) OFFICIAL SEAL DEBORAH ANN AHL NOTARY PUBUC - STATE OF ARIZONA STATE OF ARIZONA ) .'. My~~=2005 COUNTY OFV n.t,,('~ 55. This instrument was acknowledged before me this day of ~ay of IvnltL,~t!.ju . 2003, by-i)(J /1fil,ttYJ. idultWt.J as ltY1a rV:;-f- LJ of r~7J l{nti~d,n4U1'Ci:uv 7-J('t~s Developer. I JD.c./xVduJ/)LfI !JILL Notary Public My Commission Expires: 17CtClrYlhe~ J'f f)co5 1 (} ? 2 . . ..t::.. ? =; (} FeD Marana Venture I.doc Page 17 03/06/2003 EXHIBIT "A" LOCATION MAP OF THE DEVELOPMENT WITH LEGAL DESCRIPTION [Please attach the location map of the development behind this cover sheet.] :2 fA '!.::i :F .r: L n 1" FeD Marana Venture I.doc Page 18 03/06/2003 --- r ----r r-- \t) 0') ~ ~ Ct:i ~ ~ ..~ ~~,~ ~ ! ~ ~~ ~ Cl.;~ 0') (fV08 OISVaNVS ~ ~ t:-. U ~ C ~ ~ ~ ~ Z ~ ~ L ~ ----r l \ o -t- ~ N J'6 'N (/) z o ~ -t- t'"\ 'GIQ ~ ~w ~ ~~~1 '::1'-'ir. <C.~~ Z ::c tx: O::c ~ffi t-::C> "---' ::> t- - '---I 0::> tx: h (/)Ot- wlf)....I ~ ::C'- '" {.,.:> t-'- If) O u.. 0.. J'6 oS:", , "\ z(/)....I """'-4 07-- -~'-' t-O a::t- o 0.. <C. ~ z Q CO \t) 0') L' ,~ u.J ;; ... 13~ 1~/07/2001 09:53 FAX 520 623 5762 I / I' I '. LAWYERS TITLE AZ f4I 009/015 Exhibit A CASE NO. 408051 Parcel I That portion of the South Half of Section 26, Township 11 South. Range 11 East, Gila and Salt River Base and Meridian, Pima County, Arizona, lying Southerly and Westerly of that portion conveyed to Cortaro-Marana Irrigation District in Docket 1985 at page 243. EXCEPT the South 30 feet within the right of way of Grier Road #112 (Moore R.oad) as shown in Book 2 of Road Maps at page 126; AND EXCEPi the West 30 feet within the right of way of Postvale Road #28 as shown in Book 1 of Road Maps at page 70. AND EXCEPT that portion conveyed to the Town of Marana by Deed recorded in Docket 9014 at page 1524, more particularly described as follows: BEGINNING at the Northwest comer of the Southwest Quarter of said Section 26, Township 11 South, Range 11 East; THENCE North 89 degrees 45 minutes 37 seconds East, along the North line of said Southwest Quarter of Section 26, a distance of 1605,05 feet to a point in the Southwest right of way line of Interstate Highway 10; THENCE South 49 degrees 36 minutes 21 seconds East, along said southwest right of way line, 47.90 feet; THENCE Northwesterly along a curve concave to the South having a radius of 25.00 feet and a central angle of 41 degrees 38 minutes 02 seconds, 18.17 feet; THENCE South 89 degrees 45 minutes 37 seconds West parallel to and 25.00 feet South of the North line of said Southwest Ql,tarter, 1569.80 feet; THENCE Southerly along a curve concave to the Southeast having a radius of 25.00 feet and a central angle of 89 degrees 51 minutes 26 seconds, 39.21 feet; THENCE South 89 degrees 45 minutes 37 seconds West, 30.00 feet to a point in the West line of said Southwest Quarter of Section 26j 1 2 o THENCE North 0 degrees 05 minutes 49 seconds West, 49.94 feet to the POINT OF BEGINNING, EXCLUDING THEREFROM any portions previously dedicated as public right of way. ::J , , J Parcel II The South Half of Section 27, Township 11 South, Range 11 East, Gila and Salt River Base and Meridian, Pima County, Arizona. . . '" EXCEPT the East 30 feet within the right of way of postvale Road #28 as shown in Book 1 of Road Maps at page 70; n f 3 /2/07/2001 09:54 FAX 520 623 5762 LAWYERS TITLE AZ @010/015 / .' AND EXCEPT the South 30 feet within the right of way of Grier Road #112 (Moore Road) as shownin Book 2 of Road Maps at page 127; AND EXCEPT the West 30 feet within the right of way of Grier ROi\d #117 (Sandario Road) as shown in Book 2 of Road Maps at page 174; AND EXCEPT the North 25 feet within the right of way of Barnett ~oad as shown in aoak 14 of Raa,d Maps at page 21. ...... .--.. ~ 2 ....... .r ...... -/ ... = : 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.] i 2 :~ .....,. ? "'""" L n J'- =-= -/ . :::1: FeD Marana Venture I.doc Page 19 03/06/2003 EXHIBIT "e" PHASING ON-SITE WATER DISTRIBUTION SYSTEM 1 :2 ... :.': 2 = . 2 ? !ri I" 6 FeD Marana Venture I.doc Page 20 03/06/2003 - >>"" - ---------" - .0 o '" ~ .J). ~j <C~ ~~ r~ - 1 ~~ ~p..~ ~~~ ~t-< p~ 715 <Co ? 0: ~~ 1-3:C> ..J ~~ ~~ r-: r-: "'''' oooo~ ~ ~5 ..- ..- (5< u ~ If f....~ ~ !$ ~. ..J < 0 00'" ~~ 00 ~ ...0 !:;;: ~ 'ffi.- ..:::T I"<'t" ' ' ':'5 N...o '" t- C1' 'ij, 0 00 0 '" -<r N '" '" or> - - N ..0 O'>uJ ~~~ ..::l~ ~~o. b r- 1-"" ~ 0. " ." 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. ~ ... 2 o .=... ? !""1 .F == o FCD Marana Venture I.doc Page 21 03/06/2003 ~ a! g t- oo o (.) z o i= (.) ::::> 0::: t- OO Z o (.) W ...J t:Q <( t:Q o 0::: a. 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'. . .' ...::..... . . ....:.. .'. . . . .... .' .:. .: .:: :. :... ~':-".":":. <.~~:.~:?}~~ :<\:y~/:~.. %BoHWft.. .' . ..... ..... ..' . . . . . . .' . . . ...... V1 ~j ~~ ~~ ~~ ~~g ~ C-~ ~, f'l ~ ....J ~ ~~ ~t Of] ~8 > . . 5. i ~ .i u~. ~ ~ ~ l:g iO: !~ldii.~ ~~<o.a::!"rn OOOOGlElO .J :S:.:J ~ ~ 1'-; 1'-; r..:Jr..:J coo 0 ~ r--- ~G 0< u ~ ~ ~ ;:..,."t' ~ f...~ ~ :;: ;::1:1 z;-. ~~ <ii~ Ul '" V'l o 00 M 0- r- V'l OOv\Ovt.r'J V loo:::r I I N\OMr-o- o 000 ~ NM ~. .-.' ~4:::=2:~ - 2j w ~~ ~Ul ~.. ~~ ~ ue ae<u ~C:o::< ::;tll"l~ M~ '" ue O!< u -.oO!< ~<<!~ ....;r w ~ .. <;1 o~~ ~z~ Q:1:J 01.... "'~ ,..,0", -'=0 ::E:b o o '" o o ... o o '" 0.1 Q)CD 25 .J::.....I.... f-~CD ~ to.; ~ 2 ~ 1 n ? =-r n L I ? =} 8 Q, ~'I I 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. i Jl. ........ r ...... !L} L L ? n / ....... o 1 FCD Marana Venture I.doc Page 22 03/06/2003 # 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 twelve-inch (12") diameter lines to be installed pursuant to sections 2.1 (a) (i) and the eight-inch (8") 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. 'I ... no ..c. @ =:; ...... ........ -.,: ...... 9 ...... 8 ..c. FeD Marana Venture I.doc Page 23 03/06/2003