HomeMy WebLinkAboutSewer Capacity Agrmt - Jail ExpansionDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701 -1961)
(541) 388 -6570 - Fax (541) 385 -3202 - www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of March 25, 2009
DATE: March 18, 2009
FROM: Susan Ross, Director Property and Facilities Department 383 -6713
TITLE OF AGENDA ITEM: Consideration of Signature of Agreement to Acquire Sewer Capacity
between Deschutes County and Glenn Vista Pump Station LLC.
PUBLIC HEARING ON THIS DATE? No.
BACKGROUND AND POLICY IMPLICATIONS:
Upon review of all the options for sewer service for the jail expansion project, consultants and
contractors have determined that the most efficient and least expensive option is to purchase the
capacity available in an existing pump station. The Glenn Vista Pump Station, west of the current
jail complex, was constructed in 2006, and a reimbursement district was established by the City of
Bend. The jail property is not within the boundaries of this district. Approximately 50% capacity is
remaining, which is sufficient to serve the jail expansion. The developers of the pump station have
agreed to request dissolution of the reimbursement district and therefore allow the County to utilize
all remaining capacity for a price of $225,000. The estimated cost of the County building its own
capacity is in the neighborhood of $400,000. County legal counsel and the property and facilities
director have met with the city engineer and city legal counsel to discuss the process for dissolving
the district, and the city has given assurance that the dissolution can occur.
Attached is the proposed agreement between Deschutes County and Glenn Vista Pump Station LLC
for the purchase of this sewer capacity. Once the agreement is finalized, Glen Vista will submit a
request to the City of Bend for dissolution of the reimbursement district. Formal purchase and
disbursement of funds by County will not occur until the district is officially dissolved.
FISCAL IMPLICATIONS:
Purchase cost of $225,000. Sufficient funds are available in the jail preconstruction fund.
RECOMMENDATION & ACTION REQUESTED:
Board Approval and Signature of Attached Agreement to Acquire Sewer Capacity.
ATTENDANCE: Susan Ross, Property & Facilities Director
DISTRIBUTION OF DOCUMENTS:
Return original documents to Susan Ross for distribution.
REVIEWED
LEGAL COUNSEL
ATTACHMENT C
AGREEMENT TO ACQUIRE SEWER CAPACITY
THIS AGREEMENT is made this day of , 2009, between GLENN
VISTA PUMP STATION LLC, an Oregon limited liability corporation, ( "Seller "), and DESCHUTES
COUNTY, Oregon, a political subdivision of the State of Oregon ( "Buyer ").
WITNESSETH:
WHEREAS, Seller designed and constructed (or caused to be designed and constructed) the
Glenn Vista Pump Station in fulfillment of a condition of City of Bend approval of Hardy Road
Subdivision PZ05- 703/704 and to provide sewer capacity in the area of Glenn Vista Road, OB Riley
Road and Hardy Road.
WHEREAS, upon Seller's request the City of Bend formed the Glenn Vista Sewer
Improvement Reimbursement District by Resolution No. 2655 ; and
WHEREAS, Buyer wishes to acquire the unallocated sewer capacity in said Glenn Vista Purr -p
Station to serve future development of Buyer's public facilities; and
WHEREAS, based upon Buyer's interest as stated immediately above, Seller will request upon
mutual acceptance of this agreement that the City of Bend dissolve the Glenn Vista Sewer
Improvement Reimbursement District;'
NOW THEREFORE, for and in consideration of the mutual representations and promises of
the parties, the adequacy and sufficiency of whi Is acknowledged, it is agreed as follows:
1. Term. The term of this Agreement shall be twelve (12) months from the last date indicated on
the signature page of this Agreement. In the event this Agreement expires before the
Conditions for Closing have occurred, Buyer may, at its sole option, either renew this
Agreement upon the same terms and conditions set forth herein, or terminate this Agreement.
2. Consideration. Upon satisfaction of all the Conditions for Closing set forth in section 4 of this
Agreement, Buyer will pay Seller an amount representing a portion of what Seller would have
received from the City of Bend on account of future connections to the Glenn Vista Pump
Station pursuant to the Glenn Vista Sewer Improvement Reimbursement District. The parties
hereby stipulate that such amount is Two Hundred and Twenty Five Thousand Dollars
($225,000.00). Upon payment of such amount to Seller, Buyer shall acquire Seller's entire
interest in the Glenn Vista Pump Station.
3. Sewer Capacity. The Glenn Vista Pump Station is located on Glenn Vista Road approximately
400 feet west of the intersection with NE O.B. Riley Road as shown on Exhibit "A ", made a
part hereof and incorporated herein by this reference. Buyer estimates the unallocated sewer
capacity to be 150 gallons per minute (GPM).
4. Conditions for Closing. Buyer's obligation to pay Seller the consideration stated in Section 2 o
this Agreement is subject to the Parties' mutual satisfaction or waiver of each of the following
conditions:
Page 1 of 3 — Glenn Vista Option Agreement
4.1 Seller shall submit a written request to the City of Bend in a form acceptable to
Buyer that the City dissolve the Glenn Vista Sewer Improvement Reimbursement District.
4.2 City shall provide written notice to the owners of property located within the
Glenn Vista Sewer Improvement Reimbursement District advising that the City will hold a
public hearing to consider Seller's request.
4.3 After giving written notice thereof, City shall conduct a public hearing to
consider Seller's request, as well as objections from the owners of property located within the
Glenn Vista Sewer Improvement Reimbursement District and other interested persons of the
potential dissolution by the City of the Glenn Vista Sewer Improvement Reimbursement
District.
4.4 City shall adopt a resolution in a form acceptable to Buyer formally declaring
the Glenn Vista Sewer Improvement Reimbursement District dissolved.
4.5 If no appeal is filed within sixty (60) days after City adoption of the resolution
referred to in subsection 4.4, Buyer will proceed with closing. If an appeal or other legal
challenge is filed within 60 days, it shall be resolved so as to enable Buyer to acquire
unallocated sewer capacity of the Glenn Vista Pump Station from the City of Bend.
4.6 Closing shall take place within ten (10) days after the events described in this
section have occurred.
5. Binding Effect/Assignment Restricted. This Agreement is binding on and will inure to the
benefit of Seller, Buyer, and their respective heirs, legal representatives, successors, and
assigns.
6. Buyer shall cooperate with Seller and City of Bend to achieve the dissolution of the Glenn
Vista Sewer Improvement Reimbursement District. Buyer shall be solely responsible for
securing from the City of Bend the rights is acquire and utilize and all costs associated with
connecting to the Glenn Vista Pump Station Other than Seller's own attorney fees, Buyer
shall pay all fees and costs associated with dissotution of the Glenn Vista Sewer Improvement
Reimbursement District.
7. Buyer and Seller are the only parties to this Agreement and are the only parties entitled to
enforce its terms. Nothing in this Agreement gives or provides any benefit or right, whether
directly, indirectly, or otherwise, to third persons unless such third persons are individually
identified by name herein and expressly described as intended beneficiaries.
8 Notice. Except as otherwise expressly provided in this Agreement, any communications
between the parties hereto or notices to be given hereunder shall be given in writing, to Buyer
or Seller at the address or number set forth below or to such other addresses or numbers as
either party may hereafter indicate in writing. Delivery may be by personal delivery, electronic
mail, facsimile, or mailing through the U.S. Postal Service. Any notice under this Agreement
shall be mailed by first class postage or delivered as follows:
To Buyer:
Deschutes County
% Director of Property & Facilities
14 NW Kearney Avenue
Bend, Oregon 97701
Fax: 541 - 317 -3168
Page 2 of 3 — Glenn Vista Option Agreement
To Seller:
Glenn Vista Pump Station LLC
% Jason Adams
505 SW Mill View Way, Suite 250
Bend, Oregon 97702
Fax: 541 -388 -2655
9. Counterparts. This Agreement may be executed in several counterparts, all of which when
taken together shall constitute one agreement binding on all parties, notwithstanding that all
parties are not signatories to the same counterpart. Each copy of this Agreement so executed
shall constitute on original.
10. Attorney Fees. In the event an action, lawsuit or proceeding, including appeal there from, is
brought for failure to observe any of the terms of this Agreement, each party shall be
responsible for their own attorney fees, expenses, costs and disbursements for said action,
lawsuit, proceeding or appeal.
11. Entire Agreement. This Agreement and the attached exhibits, if any, constitute the entire
agreement between the parties. All understandings and agreements between the parties and
representations by either party concerning this Agreement are contained in this Agreement.
No waiver, consent, modification or change in the terms of this Agreement shall bind either
party unless in writing signed by both parties. Any written waiver, consent, modification or
change shall be effective only in the specific instance and for the specific purpose given.
12. Applicable Law. This Agreement shall be construed, applied, and enforced in accordance with
the laws of the sate of Oregon.
13. Time Is of the Essence. Time is of the essence of each and every provision of this
Agreement.
14. Acceptance. Each undersigned represents that they are authorized to execute this Agreement
on behalf of the respective party, that they understand and hereby agree the terms of this
Agreement.
SELLER: GLENN VISTA PUMP STATION LLC
., of
By: ��•' - 41% , By:
Alterra Inv- stments LC, Jason Adams Member Danie ie ow, emb
By: . _ \ AI`s. i dJ r
— Joani •v7 ern•er
BUYER: DESCHUTES COUNTY
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
TAMMY BANEY, Chair
ATTEST: DENNIS R. LUKE, Vice -Chair
Recording Secretary Date ALAN UNGER, Commissioner
Page 3 of 3 — Glenn Vista Option Agreement