HomeMy WebLinkAboutItem 03 - Fairfield on Main StreetDevelopers agreement for Fairfield on Main Street
r77) * Supported sustainable development in North Texas
• Authorized City participation in the NCTCOG Sustainable Development Program
• Committed to fund the 20% local cost share
The project extends along Main Street from Franklin Street south to Nash Street and along
the south side of Dallas Road and the north side of Nash Street bordering the Fairfield site.
The project establishes a pedestrian friendly environment bordering the Fairfield site and
extends that environment up to Franklin Street with elements including:
Wider sidewalks
New sidewalks
Handicap ramps
New curbs
Improved pedestrian access — west leg of Hudgins at Main Street
Patterned crosswalks at Dallas Road
Historic streetlights
Trees
Landscaping
Benches
Trash receptacles
Bike racks
The agreement with Fairfield is based on our standard developer agreement with
modifications to clearly stipulate the working relationship and funding relationship that we
will employ during the design and construction of these improvements. To meet the
requirements of the NCTCOG, the City must serve as the contracting party responsible for
contracting for the design and construction of the $1,000,000 in improvements,
This is a reimbursement •- with the • in that the • participants, City
and Fairfield, must front the total cost and then be reimbursed upon completion of the
project. The cost attributable to the improvements bordering the Fairfield site is
$536,208.00, of which Fairfield's 20% is $107,242.00. The cost attributable to the balance
• the improvements exclusive • the Fairfield site improvements is $463,792.00, • which
the City's
♦•. is $92,758.00.
Fairfield will provide to the City their share of the funds in advance of award of the design
• construction • by the City.
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O:\agenda\2006\11-7-06\Fairfield Dev Agreement Memo
STATE OF TEXAS §
COUNTY OF TARRANT § DEVELOPER'S AGREEMENT
CITY OF GRAPEVINE §
WHEREAS, FAIRFIELD GV MAIN L.P., a Texas limited partnership, hereinafter
referred to as "Developer', is the owner of a tract of land in the City of Grapevine, Tarrant
County, Texas, a Texas home -rule City, hereinafter referred to as "City", which tract of
land ("Subject Property") is more specifically described as Lot 1, Block 1, Hasten Addition
to the City of Grapevine, Texas; and
WHEREAS, development of Subject Property is anticipated to generate pedestrian
and vehicular traffic which will impact the City's downtown area including Main Street,
Dallas Road and Nash Street; and
WHEREAS, the Developer and the City acknowledge the need to improve
pedestrian and vehicular access and aesthetics within the downtown area including Main
Street from Nash Street to Franklin Street; Franklin Street from Main Street to a point 430
feet east of Main Street, Dallas Road adjacent to Subject Property over a length of 390
feet; and Nash Street from Main Street to a point 550 feet east of Main, including but not
limited to transportation and pedestrian related facilities such as widened sidewalks,
handicap ramps, curb and gutter adjustments for "on street" parallel parking spaces,
street lights, trees, shrubs and ancillary landscaping, and benches (the "Project") as
described on Exhibit "A" attached hereto and made a part hereof (the "Cost Estimate");
and
WHEREAS, the Developer and the City have submitted a joint proposal to the
North Central Texas Council of Governments ("NCTCOG") under their Sustainable
Development Call for Projects, to take advantage of funds available for these type of
improvements (the "NCTCOG Grant"), and were awarded an allocation of public funds of
up to $800,000.00; and
WHEREAS, subject to the terms of this Agreement, in the event that the City
executes an inter -local agreement with NCTCOG: (a) the Developer agrees to fund the
portion of the cost of the Project attributable to work occurring on or adjacent to the
Subject Property which is designated as Developer's responsibility below and on the Cost
Estimate, which is estimated to be $536,208.34 (the "Developer's Share"); and (b) the
City agrees to fund the portion of the cost of the Project designated as City's responsibility
below and on the Cost Estimate, which is estimated to be $463,791.67, (the "City's
Share"); and
WHEREAS, the construction of the Project shall be undertaken by the
"Developer" and the "City" in accordance with the cost share arrangement described
herein; and
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1
fi WHEREAS, the design and construction of the Project shall be undertaken by the
City; and
WHEREAS, for the purposes of this Developer Agreement, the City and the
Developer agree that the "Total Cost" shall be defined as the final construction cost of the
Project including design, right of way and easement acquisition, construction, material
testing, and contingencies as set forth in the Cost Estimate; and
WHEREAS, the Developer and City agree that the limits and scope of funding
responsibility for each party are:
City of Grapevine: Main Street; Franklin Street to Dallas Road, East and West side
Main Street, Dallas Road to Nash Street, West side
Franklin Street, Main Street to a point 430 feet east of Main Street
Developer: Main Street (Dallas Road to Nash Street, East side)
Nash Street (Main Street east a distance of 550 feet, North side)
Dallas Road (Main Street east a distance of 390 feet, South side);
and
WHEREAS, the Developer agrees that the contracting for the construction of said
Project shall be by the City in compliance with State of Texas competitive bidding
procedures required of Cities throughout the State; and
WHEREAS, the Developer and City agree the contract for the construction of the
Project shall be exclusively between the City and the contractor and that the Developer
shall have no contractual relationship with the contractor within the scope of the City's
contract for the construction of this Project, and
WHEREAS, the Developer agrees that opening of the sealed bids for the
construction of this Project shall be the responsibility of and conducted by City Officials;
and
WHEREAS, the Developer agrees that the City will require the construction
contractor to provide performance, payment and maintenance bonds as follows: (a) said
performance and payment bonds shall be issued by an approved surety company holding
a permit from the State of Texas to act as surety (and acceptable according to the latest
list of companies holding certificates of authority from the Secretary of the Treasury of the
United States), shall be issued in the name of the City, and shall be issued in the full
amount of the cost to construct the Project; and (b) said maintenance bond shall be
issued by an approved surety company holding a permit from the State of Texas to act as
surety (and acceptable according to the latest list of companies holding certificates of
authority from the Secretary of the Treasury of the United States), shall be issued in the
name of the City of Grapevine, shall be issued in an amount of twenty-five percent (25%)
of the total construction cost of said improvements, and shall extend for a period of two
years from the date of acceptance of said improvements by the City; and
0:\Contracts\Fairfield Dev Contract - Sustainable Dev - NCTCOGv3
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WHEREAS, the City's authorized selected contractors will be working partially on
the Developer's site and shall provide to Developer a Certificate of Insurance naming
Developer as an additional insured at least 5 days prior to the start of work;
WHEREAS, the City shall have the right, at its sole discretion to approve and
execute any and all reasonable and necessary Change Orders to the construction
contract that it deems appropriate and necessary for the completion of the Project,
however: (a) the City will notify Developer of such proposed Change Orders at least ten
(10) days prior to the implementation of same; (b) the City may not reduce the scope or
quality of the Project; and (c) the Developer will not be required to incur any additional
costs in connection with any such Change Orders unless Developer has approved such
Change Orders in writing; and
WHEREAS, NCTCOG has approved funding under the Sustainable Development
Program on a "Reimbursement after project completion" basis in the amount not to
exceed $800,000.00, representing 80% of the authorized funding for the project with the
City and Developer providing the remaining 20%, and
WHEREAS, any cost overruns on the project shall be at the sole cost of the City
and Developer based upon the location of the overruns and the cost sharing established
in this agreement and subject to modification of scope provisions following this paragraph,
and
WHEREAS, provided that the City has secured the commitment for funding of the
NCTCOG Grant and this Agreement has not sooner been terminated, the Developer
agrees to deposit with the City by certified check or wire transfer the portion of the Total
Cost attributable to Developer's Share of the Project including the 20% local share not
eligible for reimbursement, based on the final project estimate submitted to the NCTCOG
for the improvements and prior to the City entering into the construction contract for the
Project, but not in excess of the amount allocable to Developer's Share as set forth in the
Cost Estimate; and
WHEREAS, if the Total Cost of the Project based upon final bids received from
applicable contractors and other cost information is estimated to exceed the amount set
forth on the Cost Estimate, the City and Developer shall meet to modify the scope of work
such that the original maximum budget for the Project as set forth on the Cost Estimate is
not exceeded, unless Developer and City agree in writing to pay the increased cost of the
improvements, in which event, Developer shall deliver to the City Developer's
proportionate share of the cost overage, and if the City and the Developer are unable to
agree upon the revised scope of work or payment of the excess costs, either City or the
Developer shall be entitled to terminate this Agreement by written notice to the other; and
WHEREAS, if the actual Total Cost for the Project at completion is less than the
projected Total Cost, City agrees to refund the Developer's proportionate share of the
balance of the surplus to the Developer within thirty (30) days of a final determination of
the Total Cost and final acceptance of the Project by the City. The City further agrees to
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3
reimburse the Developer's share of the reimbursement from NCTCOG within 10 days of
receipt of the refund from the NCTCOG; and
NOW, THEREFORE, the parties to this Agreement, the City and the Developer, do
enter into this Agreement, for good and valuable consideration as provided for herein, the
receipt and sufficiency of such consideration being hereby acknowledged, and in the
mutual promises and mutual benefits that flow to each party, do hereby contract,
covenant, warrant, and agree as follows:
Section 1. That all matters stated hereinabove are found to be true and correct
and are incorporated into the body of this Agreement and agreed to by Developer and the
City as if copied verbatim in their entirety.
Section 2. Subject to the terms and conditions contained herein, the City
hereby agrees to construct the Project as herein described to provide adequate vehicular
and pedestrian capacity to serve the proposed development of the Subject Property and
the downtown area. The Project shall comply with City ordinances, and all other
applicable law, rules, and regulations.
Section 3. The City agrees to initiate the process to employ a civil engineer
registered in the State of Texas to prepare and seal the construction plans with respect to
the entire Project (the "Plans"), including the portion of the Project which is the
responsibility of Developer as provided in this Agreement. The Plans obtained by the City
shall be consistent with Developer's currently approved civil plans. The Developer agrees
to pay the cost of the Plans that is attributable to the portion of the Project that is the
responsibility of Developer as provided in this Agreement, which cost shall be paid using
funds that Developer receives from the NCTCOG Grant. The Developer agrees to
advance to the City the amount of $15,000.00 upon execution of this agreement to cover
the costs for streetscape design services associated with Developer's project. The City
agrees to pay for the cost of the Plans that is attributable to the portion of the Project that
is not the responsibility of Developer as provided in this Agreement.
Section 4. The cost to employ a civil engineer registered in the State of Texas
to provide Construction Phase Engineering Services to the City during the construction of
the project is included in the Grant Application.
Section 5. The City agrees to construct the Project and the Developer and the
City agree to share in the Total Cost of the Project, as established in this Agreement. The
Developer shall deposit with the City by certified check or wire transfer the portion of the
Total Cost attributable to Developer's Share of the Project, based on the most up to date
estimate of costs for said improvements and prior to the City entering into the construction
contract for the Project, but not in excess of the amount allocable to Developer's Share as
set forth on the Cost Estimate. Based on the Developer's advancement of $536,208.34
to the City and an 80% reimbursement of that amount using grant funds, the Developer
anticipates receiving a reimbursement in the amount of $428,966.67 upon completion of
the project.
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Section 6. Due to the uncertainty of the grant award, timing and availability of
funds, Developer and City agree that Developer's level of participation in the Project and
the NCTCOG Grant is contingent upon receiving the grant award, a signed Interlocal
Agreement between NCTCOG and City (the "COG Agreement") at a point in time that
accommodates Developer's construction schedule, and confirmation of availability of
funds from NCTCOG. Developer has commenced construction of its project in May, 2006
and commencing a 22 month construction schedule. Since Developer's project will be
dependent upon the improvements for access to its site, in the event that the COG
Interlocal Agreement is not signed on or prior to February 28, 2007, Developer may elect
to notify City in writing that it is unable to wait for the COG Grant monies at which point
Developer may modify its portion of the project, but will continue to publicly support the
City in it's pursuit of NCTCOG funds. Any funds advanced to the City by Developer in
excess of actual design fees shall be reimbursed to Developer. In this instance,
Developer would be permitted to proceed with installation of these improvements as if
they were private improvements and not be subject to the competitive bidding process of
the City or required to pay the City any amounts pursuant to this Agreement. In the
absence of a NCTCOG Grant for the Project, the City assumes no responsibility for
completing or funding the Project.
Section 7. Maintenance of Facilities. The City and the Developer agree to
maintain at their sole cost the facilities for which they are responsible, as identified in
this agreement. Respective facilities shall be maintained at a condition equal to the
condition of the facilities at the time of project completion and acceptance by the City.
The Developer agrees to maintain the street trees including payment of irrigation
expenses for those street trees and payment of electric expenses for street lighting of
the plaza area. The City agrees to provide maintenance, repair and replacement of
street lighting fixtures located within public rights-of-way around the development site
(along Main, Dallas, Nash Streets). The City shall additionally maintain the curbs and
parallel parking pavement located on Main, Dallas and Nash Streets. The Developer
shall maintain and repair the plaza and sidewalks around the development site. The
City grants to Developer the right to enter upon and use the improvements and to
maintain those areas identified above.
Section 8. Design Defects. Neither submission by Developer of any plans
under this Agreement nor approval of the City Engineer or other City employee, official,
consultant, employee, or officer of any plans, designs or specifications submitted by the
Developer under this Agreement shall not constitute or be deemed to be an assumption
of such responsibility or liability by the Developer or the City for any defect in the design
and specifications prepared by the consulting engineer, his officers, agents, servants, or
employees, it being the intent of the parties that submission of such plans by the
Developer or approval by the City Engineer or other City employee, official, consultant,
or officer signifies approval of only the general design concept of the improvements to
be constructed. In this connection, the City and the Developer shall each be entitled to
pursue all claims against the engineer responsible for preparing such plans for any
defects therein.
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61
Section 9. Approval of Plans. The Developer and City agree that approval of
plans and specifications by the City shall not be construed as representing or implying
that improvements built in accordance therewith shall be free of defects. Any such
approvals shall in no event be construed as representing or guaranteeing that any
improvement built in accordance therewith will be designed or built in a good and
workmanlike manner. Neither the City nor its elected officials, officers, employees,
contractors and/or agents shall be responsible or liable in damages or otherwise to
anyone submitting plans and specifications for approval by the City for any defects in
any plans or specifications submitted, revised, or approved, in the loss or damages to
any person arising out of approval or disapproval or failure to approve or disapprove
any plans or specifications, for any loss or damage arising from the non-compliance of
such plans or specifications with any governmental ordinance or regulation, nor any
defects in construction undertaken pursuant to such plans and specifications.
Section 10. No further certificates of occupancy shall be issued for Subject
Property until the Developer has provided its share of the funds for the Project, unless
Developer has terminated or reduced its participation in this Agreement as provided
herein. However, if requested, temporary Certificates of Occupancy can be issued to
Developer for various portions of the development prior to the completion of all grant
related items.
Section 11. Upon completion of the construction of the Project, the Project and
all appurtenances thereto shall become the property of the City, or a public access
easement dedicated to the City.
Section 12. This Contract shall not be assignable without the express written
consent of City and Developer; provided, that, notwithstanding the foregoing, Developer
may assign its rights hereunder to any subsequent owner of the Subject Property.
Executed this — • • 2006.
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FAIRFIELD GV MAIN L.P., a
Texas limited partnership
By: FF GV Main LLC, a Texas
limited liability company, its
General Partner
By: FF Properties, Inc., a Delaware
corporation, its Manager
:-A
Glenn D. Jones, Vice
President
APPROVED: CITY OF GRAPEVINE, TEXAS
By:
City Attorney Bruno Rumbelow, City Manager
STATE OF
COUNTY OF
Before me, a notary public, on this day personally appeared
known to me to be the person
whose name is subscribed to the foregoing document and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this - day of 2006.
Notary Public Signature
Notary Public Printed or Typed Name
My commission expires:
0AContractsTairfield Dev Contract — Sustainable Dev — NCTCOGv3
7
STATE OF
COUNTY OF
Before me, a notary public, on this day personally appeared
known to me to be the person
whose name is subscribed to the foregoing document and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of 2006.
Notary Public Signature
My commission expires:
0:\Contracts\Faiffield Dev Contract - Sustainable Dev - NCTCOGv3
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