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HomeMy WebLinkAbout000899 Original Contract City of Port Angeles Record #000899 11`x' Street Infrastructure Development Agreement A i T IS AGREEMENT ("Agreement") is entered into effective the day of , 2016, by and between the City of Port Angeles, a Washington municipal corporation ("City") and John M. Ralston and Gail Ralston, a married couple, (the "Developer"). For and in consideration of the mutual covenants contained herein, the City and the Developer do hereby recite, covenant, and agree as follows: 1. The Developer owns undeveloped property known as the I It" Street Ralston Development (the Development), which is inside the City and more particularly described in Exhibit A attached hereto and by this reference incorporated herein. The Developer desires to have single family dwellings (SFDs) constructed on lots in the Development. The City recognizes the public benefits that would result from the construction of new residences in the Development, but the City does not have finds appropriated for installation of a street. For this reason, and recognizing the mutual benefits that will result, the parties agree to cooperatively develop infrastructure to the Development that will be sufficient to support the construction of six single family residences subject to and upon the terms and conditions set out below. 1. City Authority. This Agreement is based upon the City's police power, contracting power, and other authority. 2. Project Location. The 11th Street Ralston Development site is located on l I 1 Street from L Street at the eastern boundary of Lot 1, Block 361, to the western boundary of lot 6, Block 361, (Exhibit A) within the City Limits of Port Angeles, Washington. 3. City's Obligations 3.1 The City will construct a public work in the form of improvements including paving of 1 Ith Street from L Street at the eastern boundary of Lot 1, Block 361, to the western boundary of lot 6, Block 361. 3.2. Upon receipt of the engineered design from the Developer, the City will review the design. After the City approves the design as being full and complete, the City will go out to bid for the project within 90 days. 5. Developer's Obligations. The parties agree that all utility improvements to the lots, utility connection fees, and right of way permits associated with infrastructure will be paid by Ralston. The Developer will provide an engineered design for the road improvements that meets City standards. The Developer will pay for any and all permits needed to complete this street improvement project. - 1 - The Developer shall cause to be constructed, one on each lot within 5 years of completion of the road improvements. For any Lots 1 through 6 that do not have a completed SFD on them within the specified time period, Ralston will reimburse the City $2,333.33 each. 6. Payments The Developer Ralston has provided the City with an engineer's estimate for construction of $26,218.75. An estimate from a licensed engineer of $3,300 for surveying, engineering design, and plan preparation for roadway surfacing and associated drainage improvements has also been provided. An estimate for tree clearing in the Right-of-Way has been provided for $1,100. Total project costs not including permit and utility fees $30,618.75. The maximum cost to the City shall not exceed $14,000 for any aspect of the project. The Developer shall pay all costs of the project in excess of$14,000. Upon bid award, the Developer will pay to the City the bid amount minus the $14,000 City portion. 3. GENERAL PROVISIONS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. 6.2 Binding on Successors; Assignment; Release of Liability. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Developer and the City. 6.3 Recording. A memorandum of this Development Agreement shall be recorded against the Development as a covenant running with the land and shall be binding on the Developer, and its mortgagees, successors and permitted assigns. 6.4 Interpretation; Severability. 6.4.1 Interpretation. The parties intend this Agreement to be interpreted to the full extent authorized by law as an exercise of the City's authority to enter into such agreements. 6.5 Authority. The City and the Developer each represent and warrant it has the respective power and authority, and is duly authorized, to execute, deliver and perform its obligations under this Agreement. - 2 - 6.6 Amendment. This Agreement shall not be modified or amended without the express written approval of the City and the Developer. 6.7 Exhibits and Appendices. Exhibits A is incorporated herein by this reference as if fully set forth. 6.8 Headings. The headings in this Agreement are inserted for reference only and shall not be construed to expand, limit or otherwise modify the terms and conditions of this Agreement. 6.9 Time of Essence. Time is of the essence of this Agreement in every provision hereof. Unless otherwise set forth in this Agreement, the reference to "days" shall mean calendar days. If any time for action occurs on a weekend or legal holiday, then the time period shall be extended automatically to the next business day. 6.10 Disputes; Default and Remedies. 6.10.1 Dispute Resolution. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the Clallam County Superior Court, Clallam County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the patties' performance of this agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law. JURY TRIAL WAIVER: CITY AND DEVELOPER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE DEVELOPMENT AGREEMENT, WHETHER NOW OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE AND HEREBY CONSENT AND AGREE THAT ANY SUCH CLAIM SHALL BE DECIDED BY TRIAL WITHOUT A JURY. EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER AND AGREEMENT CONTAINED HEREIN. 6.10.2 Default and Remedies. No party shall be in default under this Agreement unless it has failed to perform under this Agreement for a period of thirty (30) days after receipt of written notice of default from any other party. Each notice of default shall specify the nature of the alleged default and the manner in which the default may be cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured within the thirty (30) day period, and if the defaulting party has commenced the cure within such time period, then the parties may mutually agree to extend this time for the diligent prosecution of the cure to completion. Any party not in default under this Agreement shall have all rights - 3 - and remedies provided by law including without limitation damages, specific performance or writs to compel performance or require action consistent with this Agreement. 6.11 Authorized Agent. Developer hereby designates John Ralston its agent with authority to give notices, approvals and otherwise act pursuant to this Agreement. 6.12 Effective Date and Term. 6.12.1 Effective Date. This Agreement shall become effective upon execution by all parties and by its adoption by the Port Angeles City Council. 6.12.2 Term. The term of this Agreement shall continue until the earlier of any default under this Agreement which is not cured within the applicable cure period, if any, provided, under this Agreement or December 31, 2016, unless the Parties agree to extend it. 6.13 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 6.14 Interpretation. This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement. 6.15 Notice. All communications, notices and demands of any kind which a party under this Agreement requires or desires to give to any other party shall be in writing and either (i) delivered personally, (ii) sent by facsimile transmission with an additional copy mailed first class, or (iii) deposited in the U.S. mail, certified mail postage prepaid, return receipt requested, and addressed as follows: If to the City: City of Port Angeles Attn: Nathan West P.O. Box 1150 Port Angeles, WA 98362 with a copy to: City of Port Angeles Attn: Craig Fulton P.O. Box 1150 Port Angeles, WA 98362 - 4 - If to the Developer: John Ralston P.O. Box 898 Port Angeles, WA 98362 Notice by hand delivery or facsimile shall be effective upon receipt. If deposited in the mail, notice shall be deemed delivered 48 hours after deposited. Any party at any time by notice to the other party may designate a different address or person to which such notice or communication shall be given. 6.16 Cooperation. The parties shall not unreasonably withhold requests for information, approvals or consents provided for in this Agreement. The parties agree to take further actions and execute further documents, either jointly or within their respective powers and authority, to implement the intent of this Agreement. The City agrees to work cooperatively with the Developer to achieve the mutually agreeable goals as set forth in this Agreement, subject to the City's independent exercise of judgment and subject to the terms of the Port Angeles Municipal Code and other applicable governmental regulations that are not addressed in this Agreement. 6.17 Delays. If either party is delayed in the performance of its obligations under this Agreement due to Force Majeure, then performance of those obligations shall be excused for the period of delay. "Force Majeure" shall mean "strikes, riots, judicial actions by federal or state governmental agencies that enjoin construction on the Property, acts of God, war or acts of terrorism. CITY OF PO T ANGELES JOHN RAL TON, DEVELOPER r f By: By- AJ(In, C i - M Printe ame: John Ralston Title, Attest: Date: _ /,3"- 6, Om,I� f 0 Y 0% By: J nnifer keneklasen, City Clerk Pri tU Name: Gail Ralston Title: i 1_Pi - Approved as to form -. Date: �A William E. Bloor, City Attorney - 5 - EXHIBIT "All . r r �.m t w r r, * i 1� 1 . h"�. $ r �w u $ i_