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HomeMy WebLinkAboutAgreements/Contracts - Public Works (002)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: PUBLIC WORKS REQUEST SUBMITTED BY:Victoria Seim CONTACT PERSON ATTENDING ROUNDTABLE: JOIICI BI"ISSG'y CONFIDENTIAL INFORMATION: ❑YES ONO DATE: 09.02.2025 PHONE: 509-754-6082 s • � • � �MOM LVINIIIII: r ► IVIA9 DAgreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code El Emergency Purchase El Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution El Recommendation El Professional Serv/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB = G O E Who a 'I Chen 'Itch ernl st e Request for approval of Road Use Agreement between Grant County Public Works and_ Quincy Solar Energy LLC to allow Quincy Solar Energy to use the county roads specified on the attached Exhibit A (Road Access Overview) for transporting various heavy equipment and materials. Original Conditional Use Permit granted 08.14.2020, extended 03.25.2025. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO O N/A If necessary, was this document reviewed by legal? *1 YES ❑ NO ❑ N/A DATE OF ACTION: / G APPROVE: DENIED ABSTAIN D 1: K99 D2: D3: DEFERRED OR CONTINUED TO: WITHDRAWN: 4/23/24 ROAD USE AGREEMENT This ROAD USE AGREEMENT (this "Agreement") is made and entered into by and among the Public Works Department of Grant County, Washington ("Road Authority") and Quincy Solar Energy LLC, a Delaware limited liability company ("Developer"). Developer and the Road Authority are sometimes referred to herein individually as a "Party" and collectively as the "Parties." The term "Developer Representative(s)" shall include Developer's contractors, sub- contractors, employees, agents, material suppliers, vendors, transport providers, representatives, and designees. RECITALS WHEREAS, Developer intends to construct the Quincy Solar Energy Facility (the "Project") in Grant County, Washington; and WHEREAS, the Grant County Development Services granted Developer a Conditional Use Permit ("CUP") for the Project on August 14, 2020; and an extension on March 25, 2025. WHEREAS, in connection with the construction of the Project, the Parties desire to address certain issues relating to the County Highways owned, operated and maintained by Road Authority (collectively the "Roads") over which it will be necessary for Developer and Developer's Representative(s) to, among other things, (i) transport heavy equipment and materials over certain Roads, which may in certain cases be in excess of the design limits of the Roads; (ii) transport certain locally sourced materials, such as concrete and gravel, on such Roads; (iii) if necessary, make certain modifications and improvements to the Roads to permit such equipment and materials to pass; and (iv) place certain electrical and communications cables (collectively "Cables") for the Project adjacent to, under or across certain Roads; and WHEREAS, Developer has prepared and provided to the Grant County Director of Development Services a map showing the Project area and the Roads proposed to be used for construction of the Project, which is attached hereto as Exhibit A ("Project Road Map"); and WHEREAS, Developer and the Road Authority wish to set forth their understanding and agreement as to the use of the Roads during the construction of the Project; and WHEREAS, Developer and the Road Authority acknowledge and agree that this Agreement establishes the full and complete rights and obligations of the Parties as they relate to the use of Roads for the construction of the Project, and that no further licenses, permits, or approvals will be required of Developer and Developer Representatives for such use, except as otherwise provided herein. NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, the Parties agree as follows: ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 1 OF 11 Section 1. Developer's Obligations. Developer shall undertake the following obligations: A. Submit Road access permit applications to the Road Authority with the required plans for all access points to the Roads as required. B. Prior to the start of construction of the Project, provide the Road Authority contact information for the Developer's Construction Manager. C. Provide as much advance notice as is commercially reasonable to obtain approval of the Road Authority through the Right -of -Way permit process when it is necessary for a road to be closed due to a road crossing or for any other reason. D. Notify the Road Authority of any temporary road closures. E. Sign all highway work zones in accordance with the Manual on Uniform Traffic Control Devices in accordance with the current Washington Department of Transportation Traffic Control Standards. F. Keep all Roads used by Developer or Developer's Representative(s) clear, by removing all mud, dirt, dust, spilled or tracked construction materials, garbage, obstructions or other hazards caused by Developer or Developer's Representative(s), upon receipt of notice from the Road Authority and within a reasonable time period. G. Prohibit the use of the Roads and the Road rights -of -way as storage, staging or parking areas for vehicles and equipment of Developer or Developer's Representative(s). H. Perform all repairs to all Roads that are damaged by Developer or Developer's Representatives) during the construction of the Project and restore such Roads to the condition they were in at the time of the Pre -Construction Inventory. All repairs will be performed by a Contractor approved by the Road Authority. Repairs shall be made as mutually agreed by the Developer and the Road Authority through the Grant County Public Works Right -of -Way permit process. I. Take such measures as are reasonably required during an extended work suspension to provide for safe vehicular travel on Roads damaged as a direct result of Developer or Developer's Representative(s) use, as directed by the Road Authority. The extended work suspension may be caused by but not limited to seasonal weather conditions, acts of God, or labor disagreements. J. Provide a Letter of Credit, bond, or other form of acceptable security in accordance with Section 5 to secure funds for Road repairs. ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 2 OF 11 K. Notify the Road Authority of any unsafe conditions resulting from damage caused to Roads by Developer's activities within 24 hours of acquiring knowledge of such damage. L. Erect permanent markers indicating the presence of the Cables or other underground project infrastructure, within the Road right-of-way. M. Install marker tape in any trench in which the Developer or the Developer's Representative(s) have placed Cables located in the Road right-of-way. N. Become a member of the Washington One -Call Center (otherwise known as Washington 811) and provide it with all of the information necessary to update its records. Section 2. Road Authority's Obligations Road Authority shall undertake the following obligations: A. Issue overweight and oversize vehicle permits for Roads in a timely manner upon the filing of such applications on behalf of Developer or Developer's Representative(s) and Developer or Developer Representatives) shall provide the Road Authority a minimum of 3 days notice if a permit vehicle will cross a structure to allow the structure to be analyzed for the load. B. Perform all routine maintenance on the Roads in accordance with Section 4 of this Agreement. C. Review and issue all Road access permit applications, by giving consideration to sight distances, drainage and proximity to other entrances, in a reasonable manner and in accordance with accepted engineering practices and Grant County Road Standards. D. Review and approve the installation of Cables and other infrastructure for the Project within and across the Roads and Road rights -of -way, in a reasonable manner and in accordance with accepted engineering practices and Grant County Road Standards. E. Provide Developer or Developer's Representative(s) with copies of any existing plans, cross -sections and specifications relevant to the existing Road structure, if requested. Section 3. Road Inventory and Use A. Pre -Construction Inventory• Developer, prior to the commencement of construction of the Project, shall perform an inventory and/or survey to record the condition of the pavement surface of the Roads (the "Pre -Construction Inventory"). Developer shall provide notice to the Road Authority of the start dates and completion dates of the Pre -Construction Inventory. The Pre - Construction Inventory shall include: the entire length of the Roads to be used for construction transportation shall be videotaped; photographs which are date- and geo- ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 3 OF 11 stamped; Developer shall provide a network level analysis of the condition of the Roads. The assessments may be conducted using either the pavement condition index (PCI) methodology, adopted by ASTM Testing Standard D 6433 Standard Practice for Roads and Parking Lots Pavement Condition Index Surveys, or the Pavement Surface Evaluation and Rating (PASER) methodology as established by the University of Wisconsin -Madison Transportation Information Center.. The PCI or PASER provides a numerical method for indication of the overall pavement condition for each Road and will be used to evaluate the effects of the construction traffic. The Pre -Construction Inventory shall identify any necessary upgrades, repairs or improvements of the Roads or drainage structures required for construction of the Project. Developer shall provide the Pre -Construction Inventory to the Road Authority at least ten (10) days prior to the start of construction of the Project. The Pre -Construction Inventory shall not be accepted until assessed and affirmed as to accuracy by written acknowledgement of the Road Authority. Following receipt of acknowledgement from the Road Authority, Developer shall perform all upgrades, repairs or improvements of the Roads or drainage structures required for construction of the Project. B. Post -Construction Inventory• Upon completion of construction of the Project, Developer will perform a post - construction inventory and/or survey (the "Post -Construction Inventory"), the methods of which shall be identical to those of the Pre -Construction Inventory. The Pre -Construction Inventory will be compared with the Post -Construction Inventory, and the Parties shall jointly determine the extent of the repairs or improvements needed to return the Roads to a pre -construction condition. The design of these repairs or improvements shall conform to standards adopted by the Road Authority and by the Washington Department of Transportation. Upon completing construction of the Project, Developer shall perform all necessary post -construction repair of the Roads for damages caused by construction of the Project and repair the Roads to at least the same condition as documented by the Pre - Construction Inventory, as determined and agreed by the Parties. All repairs will be performed by a Contractor approved by the Road Authority. If the Parties are unable to agree upon the extent of the necessary repairs or improvements, the Parties shall invoke the dispute resolution procedure set forth herein in Section 6. C. Restricted Roads and Incidental/Accidental Use: 1. The Parties recognize that the Project traffic may, either through mistake or with the consent of the Road Authority, use roads other than those identified in the Pre -Construction Inventory. Developer shall be responsible for damage caused by Developer or Developer's Representative(s) during such mistaken or permitted use. D. Other Permits. ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 4 OF 11 No further licenses, permits, or approvals are required by or from the Road Authority for use of the Roads by Developer and Developer Representatives as contemplated and described by this Agreement, including for delivery of materials, transport of fill, and other uses related to construction of the Project, except as otherwise provided herein; Section 4. Maintenance of the Roads The daily routine maintenance of the Roads, including snow removal, striping, and routine signage and regularly scheduled maintenance, shall be the responsibility of the Road Authority. Section 5. Letter of Credit A. Security Within 90 days of the start of construction of the Project, Developer shall provide to Road Authority financial security in the form of a letter of credit, bond, or other form of security in the amount of Two Hundred Thousand Dollars ($200,000.00) (the "Security"). The Security shall be issued by a bank, insurance company or other financial entity with a rating of AA or better. If damage is caused to County Roads prior to the Security, then the Security will be required as part of the Right -of -Way Permit process to repair said damages. B . Breach. In the event that Developer materially breaches its obligations hereunder by failing to perform or pay expenses for the upgrade, repair and/or restoration for the Roads in accordance with the terms of this Agreement, the Road Authority shall provide written notice of such to Developer, specifying the facts constituting the material breach of the Agreement. Developer shall have sixty (60) days after receipt of the written notice to cure, or begin to cure, such material breach. If Developer fails to cure, or to begin to cure, such material breach within such sixty (60) days after receipt of the written notice, the Road Authority may make claim on said Security. C. Release. The Security shall remain in place until six months after the completion of the Project and the post -construction repair of the Roads. The Road Authority agrees to deliver any certification required for the surrender or release of the Security when Developer is no longer required to provide the Security pursuant to the terms of this Agreement. Section 6. Emergency Repairs In the event Developer or Developer's Representative(s) cause damage to the Roads of a magnitude sufficiently great to create a hazard to the motoring public, which in the Road Authority's reasonable opinion warrants an immediate repair or Road closing, the Road Authority may close the Road and, following 48 hours' notice to Developer and the opportunity to cure, unilaterally make or authorize such repair. The Road Authority shall document all closure and repair costs and shall photograph, videotape and otherwise document the conditions and make all such documentation available to Developer. The closure and repair costs shall be based on the Road Authority time and material cost records, which shall be made available to Developer for review. Billing rates for labor shall ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 5 OF 11 be those established by the Road Authority and for equipment and machinery, those rates approved by the Washington Department of Transportation or the Federal Highway Administration. Developer shall reimburse the Road Authority for the reasonable cost of such repairs in accordance with the terms of this Agreement. Section 7. Dispute Resolution Procedure A. Disagreement Resolution. If the Parties are unable to resolve a disagreement as to: i) extent of damages to the Roads, if any, due to construction of the Project; ii) the method, procedure or design used for the final repair or restoration of the Roads; iii) the necessity or reasonableness of any emergency repairs performed by the Road Authority for which the Road Authority seeks reimbursement from Developer; or iv) any other disagreement as to the upgrades, repair or restoration of the Roads, the Parties shall invoke the dispute resolution procedure set forth in this Section. B. Neutral Engineer. The Road Authority and Developer will in good faith attempt to resolve the dispute. If, following such good faith attempt, the Parties are unable to resolve the dispute, the Parties shall select a qualified independent third -party Washington -licensed civil engineer to arbitrate the dispute (the "Neutral Engineer"). If the Parties cannot agree on a qualified independent third -party Washington -licensed civil engineer, then each Party shall select a qualified independent Washington - licensed civil engineer, and those two engineers shall select the Neutral Engineer. The Parties and the Neutral Engineer shall promptly agree to procedures for submitting position papers and information to the Neutral Engineer and for an on -site inspection (if needed) by the Neutral Engineer. The Neutral Engineer shall complete its review and inspection within thirty (30) business days of its engagement by the Parties and issue its written report. The determination of the Neutral Engineer shall be binding upon the Parties. The costs for such inspection and report by the Neutral Engineer shall split equally between the Parties. Section 8. Mutual Indemnification/Hold Harmless and Liability and Insurance Provisions A. Indemnification by Developer. Developer hereby releases and agrees to indemnify and hold harmless the Road Authority and their respective officers, employees, elected or appointed officials, and agents, and their respective heirs, executors, administrators, successors and assigns (hereinafter collectively "Road Authority Releasees") from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney's fees) and demands against the Road Authority Releasees arising out of or relating to the performance by Developer or Developer's Representative(s) of their obligations under this Agreement. More particularly, but without in any way limiting the foregoing, Developer hereby releases the Road Authority Releasees and agrees to indemnify and hold harmless the Road Authority Releasees from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney's fees) and demands arising directly or indirectly from any personal injury, death or property damage arising out of the use, construction, modifications, repair or improvement of the Roads by Developer, its employees, agents, ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 6 OF 11 representatives, materials suppliers, vendors, transport providers or contractors, or their respective employees, agents or representatives. B. Indemnification by the Road Authority. The Road Authority hereby releases and agrees to indemnify and hold harmless Developer and their members, officers, directors, contractors, subcontractors, employees and agents, and their respective employees, heirs, executors, administrators, successors and assigns (hereinafter collectively "Developer Releasees") from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney's fees) and demands against the Developer Releasees arising out of or relating to the performance by the Road Authority of its obligations under this Agreement. More particularly, but without in any way limiting the foregoing, the Road Authority hereby releases the Developer Releasees and agrees to indemnify and hold harmless the Developer Releasees from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney's fees) and demands arising directly or indirectly from any personal injury, death or property damage arising out of the use, construction, modifications, repair or improvement of the Road Authority, their respective employees, agents, representatives, suppliers or contractors, or their respective employees, agents or representatives. C. Limitations of Liability. In no event shall either Party or their officers or employees be liable (in contract or in tort, involving negligence, strict liability, or otherwise) to the other Party or its contractors, suppliers, employees, members and shareholders for indirect, incidental, consequential or punitive damages resulting from the performance, non- performance or delay in performance under this Agreement. D. Required Insurance. Developer shall at all times throughout the term of this Agreement maintain in full force and effect, the following insurance: 1. Worker's compensation and employer's liability insurance covering all employees engaged in the work to the limits required by the applicable laws in the jurisdiction in which the Project is being constructed. 2. Commercial automobile liability insurance covering all motor vehicles, owned and non -owned, operated and/or licensed or leased by Developer and engaged in the construction of the Project. Limits of liability shall not be less than one million dollars ($1,000,000) for the accidental injury to or death of one or more persons, or damage to or destruction of property per occurrence. 3. Commercial general liability insurance with minimum limits of ten million dollars ($10,000,000) per occurrence. Without restricting the generality of the foregoing, such coverage shall include, but not be limited to bodily injury and property damage, sudden and accidental pollution liability (such coverage may be maintained on a standalone basis), products and completed operations and contractual liability. Developer shall add the Public Works Department of Grant County, its officers, and employees as additional insureds to the Commercial general liability policy. 4. General Provisions Applicable to the Foregoing Insurance Requirements: ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 7 OF 11 a. Developer may utilize any combination of primary and/or excess insurance to satisfy the above requirements. b. Evidence of such insurance shall be submitted to the Road Authority prior to the initiation of any work or transportation of any materials or equipment on the Roads. Section 9. Miscellaneous Provisions A. Remedies and Enforcement. In the event of a material default under this Agreement by a Party (the "Defaulting Party"), which default is not caused by the Party seeking to enforce the Agreement (the "Non -Defaulting Party"), the Non -Defaulting Party shall provide the Defaulting Party with at least ninety (90) days' prior written notice of the default and the reasonable opportunity to cure the default. If the default is not cured by the Defaulting Party, the Non -Defaulting Party shall have the right of specific performance and injunctive relief. The remedies of specific performance and injunctive relief shall not be exclusive and the Non -Defaulting Party may seek any other remedy available at law or in equity. B. Non -Waiver of Performance. Failure of either Party to insist upon the strict and prompt performance of the terms, covenants, agreements and conditions herein contained or any of them upon the other Party imposed, shall not constitute or be construed as a waiver or relinquishment of either Party's right thereafter to enforce and such terms, covenants, agreements and conditions, but the same shall continue in full force and effect. C. Sever ability. If any provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision and, to this end, the provisions hereof are severable. D. Amendments. No amendment or modification to this .Agreement or waiver of a Party's rights hereunder shall be binding unless it shall be in writing and signed by both Parties. E. Notices. All notices shall be in writing and sent to the Parties at the following addresses (or to such other address as such Party shall designate in writing to the other Party from time to time): Developer: Quincy Solar Energy LLC One South Wacker Drive Suite 1500 Chicago, IL 60606 Attention: General Counsel Road Public Works Department of Grant County Authority: 124 Enterprise St. SE Ephrata, WA 98823 Attention: Public Works Director ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 8 OF 11 All notices shall be sent via personal delivery, certified or registered mail, or overnight delivery service (e.g. Federal Express). Unless otherwise provided, a notice shall be deemed to be received by a Party (1) on the date of personal service; (2) five (5) calendar days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (3) on the next business day if sent by overnight delivery service (e.g. Federal Express) with all fees prepaid. F. Successors and Assi _ns. This Agreement shall be binding upon all successors and assigns of the Parties. G. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be as effective as delivery of a manually signed counterpart to this Agreement. H. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. I. Termination. In the event Developer does not construct the Project, Developer shall have the right to terminate this Agreement by providing fifteen (15) days prior written notice to the Road Authority. This Agreement shall otherwise terminate upon Developer's completion of post -construction repairs of the Roads and the release of the Security. J. Entire Agreement. This Agreement contains the entire understanding of the Parties as to the matters set forth herein, and this Agreement supersedes any prior agreements or understandings by and between Parties, whether written or oral. K. Recitals. The Recitals made herein are true and correct and are hereby incorporated as part of this Agreement. L. Transfer and Assignment. This Agreement maybe transferred or assigned by either Party without consent of the other Party. The transferring or assigning Party shall provide notice of the transfer or assignment to the other Party within sixty (60) days of the transfer or assignment. SIGNATURE PAGE FOLLOWS ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 9 OF 11 IN WITNESS WHEREOF, on the date noted below the Parties have caused the Agreement to be executed by their duly authorized officers. PUBLIC WORKS DEPARTMENT OF GRANT COUNTY, WASHINGTON BY:'--- r,w ATE: [NAME] Rob Jones [TITLE], Chair ATTEST: DATE: z z. [NAME] C4;�<4` µ- [TITLE] DATE: 8/28/2025 ROAD USE AGREEMENT QUINCY SOLAR ENERGY LLC 08/05/2025 PAGE 10 OF 11 EXHIBIT A Project Road Map ROAD USE AGREEMENT 08/05/2025 QUINCY SOLAR ENERGY LLC PAGE 11 OF 11 Date Saved: May 20t 2025 11 35 56 Prepared By. TFWmmann Ccordrrate System. WGS I984 Web Mer:atw Auxiliary Sphere Pik: APPiVUSIWXv Wa6QuwncVQuircv Lavrut new.awx Man Frame: tRUA Lavout RLIA Lott P3 Chelan Douglas Washi gton Kittitas G Legend 0 Project Boundary .0 Project Access —' ..... County Road Access ammm US/State Route Access Adams Interstate Highway Access Yakima Benton Franklin Road Access Overview Quincy Solar Energy Center I Grant County, Washington 6, 2 0 2 Miles May 20, 2025 Invenergy