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Home My Public Portal Aboutaarchway sewer extension casa de amigosocA PUBLIC SEWER IMPROVEMENTS REIMBURSEMENT AGREEMENT For Extension of City Sewer Main to Aarchway Inn Property The CITY OF MOAB, a Utah municipality (hereinafter: the "CITY"), and CASA DE AMIGOS, LLC (hereinafter: the "CUSTOMER") mutually referred to as the "Parties", do hereby enter into the following Agreement covering the extension of the city sewer system to the Aarchway Inn, a lodging establishment owned and operated by the CUSTOMER. I. RECITALS. A. The Aarchway Inn property is located at 1551 North Highway 191, Moab, Utah. B. The Parties entered into a pre -annexation agreement covering the Aarchway Inn property and adjacent properties also owned by the CUSTOMER that was executed in July, 2008 and is recorded in the official land records of Grand County at Entry# 487175, Book 0735, and page 0478. Said agreement covered the extension of the city sewer system to the subject property and established the terms under which the CITY would participate in the financial cost of the system extension. C. The subject property was annexed into the corporate limits of the CITY with an effective date of August 12, 2008. D. The Parties and/or their respective agents have worked cooperatively to develop alternatives for extension of the city sewer system and the Parties agree that the preferred alternative is one that closely resembles "Sewer Line Route-B" depicted in Exhibit F of the pre -annexation agreement. E. The CUSTOMER has solicited construction bids for the preferred alternative and negotiated a price with KSUE Corporation, a Moab based utility contractor. F. The CITY has reviewed an itemized schedule of values for the construction price and the Parties have agreed upon the work items that constitute the public sewer improvements portion of the work and are therefore eligible for cost reimbursement from the CITY under the terms established by the pre -annexation agreement and this agreement. II. AGREEMENT IN CONSIDERATION OF THE ABOVE PREMISES, AND THE PREVIOUSLY EXECUTED PRE -ANNEXATION AGREEMENT, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Construction of Improvements. The CUSTOMER will provide all equipment, labor, and materials necessary to construct the sewer improvements except for those items expressly noted in subparagraphs (a,b,&c) below. The improvements shall be constructed in accordance with the constructions plans prepared and provided by the City Engineer. (a) Materials Provided by the CITY: (i) One (I) 60" diameter concrete manhole structure Page 1 of 4 (ii) 80 lineal feet of 36" diameter culvert pipe (iii) 40 lineal feet of 30" diameter culvert pipe (iv) Two (2) prefabricated 30" diameter bends (v) Cold mix asphalt for pavement patching (b) Equipment & Labor Provided by the CITY: (i) All labor and equipment necessary to place the asphalt pavement patch (ii) All labor and materials necessary for temporary traffic control during construction (iii) Professional staff hours for modeling, design, and preparation of the construction drawings for the sewer improvements (iv) Quality assurance testing and inspections during construction (c) Construction Services Contracted Directly by CITY: (i) Completion of the pipe bore under Hwy. 19I (ii) Construction surveying 2. Cost Reimbursement. The city will reimburse the customer for those portions of the project construction cost that have been determined to be public improvements. (a) Cash Reimbursement - The total amount of cash reimbursement is forty-eight thousand nine hundred thirty-nine dollars ($48,939). This amount is derived from the construction bid and schedule of values submitted by the contractor and dated January 5, 2009. (i) Reimbursement will be payable upon the submittal by customer of an itemized invoice from the contractor showing that payment has been received. Upon receipt of such evidence, the city will make payment to the customer within 15 days. (ii) In the event that the customer is making partial payments to the contractor, the customer may request proportional partial reimbursements from the city. (b) Reimbursement in Goods & Services - The City will provide, at its own expense, the goods and services listed in subparagraphs 1(a) — 1(c) above. The direct cost to the City for these goods and services is forty-one thousand one hundred sixty dollars ($41,160) (c) The total cost reimbursement in cash payments, goods, and services is ninety thousand ninety-nine dollars ($90,099). 3. Timeline for Completion. Construction of the improvements shall be completed within 60 calendar days from the date of this agreement. A reasonable extension of time for the completion of improvements may be granted, at the discretion of the City Public Works Director, upon a showing by the CUSTOMER that there is good cause for an extension and that the work has been diligently prosecuted from the date of this Agreement. 4. Acceptance of Improvements, Warranty. All work shall be subject to quality assurance testing and inspection by the City Public Works Department. CUSTOMER's contractor shall provide 48 hours minimum notification to CITY when inspection by is required. (a) Upon satisfactory completion of improvements as evidenced by inspection & testing as applicable, the public portion of the improvements shall be dedicated to CITY. (b) CUSTOMER warrants that all public improvements dedicated to CITY shall be constructed in a workmanlike manner and in accordance with approved plans and Page 2 of 4 (g) specifications, and that all such improvements shall be free of defects in materials and workmanship for a period of one (1) year from the date of acceptance by CITY. (i) CUSTOMER shall promptly repair or replace any defective work following receipt of written notice under this warranty from the CITY. (ii) CUSTOMER additionally warrants that all public improvements shall be delivered free and clear of any lien or encumbrance. 5. General Provisions. This Agreement shall be binding on and inure to the benefit of the successors and assigns of CUSTOMER. (a) This Agreement is the product of mutual bargaining. All terms shall be construed in accordance with their plain meaning, regardless of the extent to which either party participated in the drafting. (b) Failure of a party to exercise any right under this Agreement shall not be deemed a waiver of any such right, nor shall any course of dealing or previous action or inaction be deemed a waiver of any rights or claims arising with respect to later or subsequent breaches, acts or omissions. (c) The place of performance of this Agreement is Grand County, Utah. In the event of any legal dispute concerning the subjects of this Agreement, the parties stipulate to venue in the Seventh Judicial District Court, Grand County, Utah. In any such proceeding the parties waive trial to a jury on all claims and agree that the action shall be tried to the court. (d) In any legal proceeding concerning the terns of this Agreement the substantially prevailing party shall be entitled to recover its reasonable attorney fees and court costs in addition to any other relief authorized herein. (e) This Agreement shall be governed by Utah law. (f) The provisions of this Agreement are severable, and if any portion should be held to be void or unenforceable, then the remainder of this Agreement shall be construed to be in full force without reference to the invalid provision. In the event of any legal dispute concerning this Agreement neither party shall be liable to the other for consequential damages, lost profits, or delay related damages of any kind. (h) All notices under this Agreement shall be given in writing by first class or certified mail, postage prepaid, and delivered to the following addresses: To the City of Moab: City of Moab 217 East Center Street Moab, Utah 84532 Attn: City Manager To CUSTOMER: Casa de Amigos 1551 N Hwy 191 Moab, Utah 85432 Page 3 of 4 (i) Notice may be delivered to such other parties or addresses as the parties may designate in writing from time to time. IN WITNESS WHEREOF, this Agreement has been executed by the City of Moab, acting by and through the Moab City Council, which has duly authorized execution, and by CUSTOMER as of the date(s) specified below. Mayor David L. Saluison ATTEST: Cutat,0 Rachel Ellison City Recorder CUSTOMER: Casa de Amigos, LLC l7 Michael H. Bynum Managing Member STATE OF UTAH )§ COUNTY OF GRAND Date I- -1-09 Date Date 6,7 The foregoing agreement was executed before me by'M 1%-1"0- u "^ , this \o4't' day of TV -a re-k , 204R. Witness my hand and official seal. My commission expires: 1 1 1 BRENDAKERBY Notary Public State of Utab Comm. No. 576444 My Comm. Expires Nov 17. 2012 s Notary Public, State of Utah Address: 2-1-7 E C evAer Sir \ti ack u—r- 8 q S3 Z Page 4 of 4