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HomeMy WebLinkAboutLa Costa Land Company; 1972-01-19;AGREEMENT THIS AGREEMENT, made this f* day of , between CARLSBAD MUNICIPAL WATER DISTRICT, a municipal water district, hereinafter for convenience referred to as "DISTRICT", and LA COSTA LAND COMPANY, an Illinois corporation, hereinafter for con- venience referred to as "LA COSTA". W^TNES_SETH: 1. Recitals. This agreement is made in light of the follow- ing facts and circumstances: A. As a condition of approval of the LA COSTA MEADOWS subdivisions Units No. 1, 2 and 3 by the DIS- TRICT, LA COSTA is obligated to construct certain pipelines and pumping facilities which form the public water system of said subdivisions. B. As a condition of approval of LA COSTA MEADOWS Subdivision Unit No. 2 by SAN MARCOS COUNTY WATER DISTRICT, LA COSTA is obligated to construct certain pipelines and pumping facilities which form the public water system of said subdivision. C. In lieu of the pumping stations now required and pipelines now required ""»•<• in ALGA ROAD by the DISTRICT and SAN MARCOS COUNTY WATER DISTRICT for the prior approved subdivisions of LA COSTA MEADOWS, LA COSTA is willing to finance the construction of one transmission main in ALGA ROAD to meet the require- ments for water service to LA COSTA MEADOWS subdivisions for prior approved subdivisions and for the benefit of other real property owned by LA COSTA in the DISTRICT and in Improvement District No. 2 of the DISTRICT. D. LA COSTA is in agreement that the DISTRICT sponsor the con- struction of the major trans- mission main in ALGA ROAD that will also accomodate the public water system requirements for the portions of the LA COSTA MEADOWS subdivisions already approved lying within the boundary of the SAN MARCOS COUNTY WATER DISTRICT. E. The SAN MARCOS COUNTY WATER DISTRICT and the DISTRICT have by separate agreement, estab- • -2- lished the terms and conditions under which a joint pipeline is to be constructed and the interim water service contract that will provide the immediate water supply. F. The DISTRICT has prepared the plans and specifications and contract documents for the ALGA ROAD Trans- mission Main under the title "CONTRACT DOCUMENTS AND CONSTRUC- TION SPECIFICATIONS, TRANSMISSION MAIN FOR ALGA ROAD PROJECT, PRO- JECT NO. 7127, November, 1971", said documents and plans and specifications incorporated herein by reference. G. The DISTRICT has also advertised for bids for said construction, opened the bids at a public meet- ing, and have received an apparent low responsible bidder. H. To facilitate the time schedule for the construction, the DIS- TRICT has already arranged for and placed a purchase order for the fabrication and delivery of a portion of the pipeline that will be located within LA COSTA MEADOWS UNITS NO. 2 and 3. I. After approval of the entire -3- project by SAN MARCOS COUNTY WATER DISTRICT and execution of a joint powers agreement for construction and maintenance and operation of the transmission main and the deposit of the necessary security for the con- struction project by LA COSTA, the DISTRICT will proceed to award the construction contract and proceed with the construction. 2. Cost of Project and Deposit. LA COSTA agrees to pay all of the costs of the DISTRICT in the construction of the ALGA ROAD Transmis- sion Main, including, but not limited to, the amount of the construction contract, engineering fees and costs, legal expenses, the cost of the acquisition of neces- sary easements and all other expense actually incurred in the construction of said transmission main and neces- sary appurtenances. LA COSTA is depositing $240,000.00 by an irrev- ocable commitment of funds under Escrow No. 3121, Title Insurance and Trust Company, according to terms and condi- tions of an agreement dated January 7, 1972, a copy at- tached hereto as Exhibit "A" and incorporated herein by reference. The said sum of $240,000.00 is the estimated cost of said project. Should the expenses incurred by the DISTRICT be in excess of said deposit, LA COSTA shall pay the amount of such excess to the DISTRICT on demand. Should the expenses incurred by the DISTRICT be less than the amount deposited, DISTRICT shall refund to LA -4- COSTA the difference upon completion of the work and its acceptance by DISTRICT and SAN MARCOS COUNTY WATER DISTRICT. 3. Easements and Rights of Way. LA COSTA, at the expense of LA COSTA, shall furnish to the DISTRICT any necessary easements, docu- ments and title policy (policies) to insure title of all necessary easements in the record name of the DIS- TRICT and SAN MARCOS COUNTY WATER DISTRICT. The DIS- TRICT shall determine the acceptability of any neces- sary easements, documents and title policy (policies). In the event that it may be necessary to ac- quire any easements or rights of way by eminent domain proceedings, the DISTRICT agrees to take any necessary steps to secure such easements and rights of way. All costs for such easements and right of way acquisitions will be a part of the total project cost. 4. Construction by LA COSTA. LA COSTA agrees to rough grade the proposed easterly extension of ALGA ROAD to not less than a twenty foot width road section so that the new trans- mission main can be properly located in the future street right of way. 5. Refund Study. The DISTRICT agrees to prepare an engineering study and establish a "refund agreement" with LA COSTA, so that LA COSTA will receive reimbursement for that por- tion of the cost of the transmission main, wherein the excess pipeline capacity will benefit lands within the -5- DISTRICT other than the lands of LA COSTA. 6. Meters. The DISTRICT shall contribute all expenses relating to the metering that are a part of the ALGA ROAD Transmission Main Project. 7. Books and Records. The DISTRICT shall keep and maintain proper books of account and records in which complete and cur- rent entries shall be made of all transactions, relating to the acquisition, construction, administration and engineering connected with the construction project. LA COSTA shall have the right at reasonable times, from time to time, during regular business hours, to inspect all such books and records. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by its duly author- ized officers as of the day and year first above written, CARLSBAD MUNICIPAL WATER DISTRICT, a Municipal Water District Fred W. Ma President W. D. Carmichael, Secretary LA COSTA LAND COMPANY, an Illinois corporation Tit Title -6- Central States, Southeast and South- west Areas Pension Fund P. O. Box 8668 Chicago, Illinois 60680 January 7, 1972 Carlsbad Municipal Water District 5780 El Camino Road Carlsbad, California 92008 Re: Transmission Main for Alga Road Gentlemen: The Trustees of Central States, Southeast and Southwest Areas Pension Fund have made construction loans covering the construction and acquisition costs covering the above mentioned project to La Costa Land Company, an Illinois corporation. In consideration for the Carlsbad Municipal Water District entering into that certain Agreement with La Costa Land Company, a copy of which is attached hereto, and causing to be constructed the improvements therein mentioned, we agree to set aside from the construction funds at Title Insurance and Trust Company, under Escrow No. 3121, funds in the amount of $240, 000. 00, to be used exclusively in paying for those improvements in the project above mentioned, and as provided under the terms of the above mentioned Agreement. The escrow covering this project will provide that as the work progresses, the funds will be disbursed to you under our voucher system, supported by invoices and releases to.cover the costs of said improvements and for no other purposes. In the event that La Costa Land Company shall fail to pay for such improvements as required in said Agreement, the Trustees of Central States, Southeast and Southwest Areas Pension Fund, will, upon your written certification stating that the invoices mentioned above have not been paid and enumerating the amounts Exhibit "A" Carlsbad Municipal Water District Carlsbad, California January 7, 1972 Page 2 payable, make such funds remaining in said escrow of said $240, 000. 00, immediately available to the Carlsbad Municipal Water District to complete and pay for the cost of said improvements. The Carlsbad Municipal Water District shall not in any way be obligated to repay such funds so used, provided however, the amounts paid to the District, pursuant to this Letter of Credit, shall not exceed the said sum of $240, 000. 00. This is an irrevocable commitment of funds which is not subject to recall by the Trustees of Central States, Southeast and Southwest Areas Pension Fund. If this letter meets with your approval, please so indicate by signing the enclosed two copies at the places indicated and deliver them to J. A. Donnelley, Esq., 2655 Fourth Avenue, San Diego, California, 92103. The Trustees of Central States, South- east and Southwest Areas Pension Fund Executive Secretary La Costa Land Company acknowledges, accepts and agrees to comply with the foregoing conditions. VIOL. President ACKNOWLEDGED and ACCEPTED: Carlsbad Municipal Water District