HomeMy WebLinkAboutItem 03 - Opryland (Gaylord)ITEM ! 3 ..
MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: ROGER NELSON, CITY MANAGER4//
MEETING DATE: SEPTEMBER 4, 2001
SUBJECT: OPRYLAND AMENDMENTS TO REDEVELOPMENT,
CONSTRUCTION DEVELOPMENT AN OPERATING &
MAINTENANCE AGREEMENTS
RECOMMENDATION:
City Council to consider approval of amended Redevelopment, Construction
Development, and Operating & Maintenance Agreements with Opryland Hotel -Texas,
LP, and take any necessary action.
BACKGROUND:
The City initially approved the three agreements in 1999. The City Attorney has
determined that TIF expenses programmed for improvements on the Hotel site can be
incorporated into Opryland's construction contracts under Section 380 of the Texas
Local Government Code. Combining the expenses into one set of contracts for both the
public and non-public elements of onsite facilities will help streamline the construction
process.
The amended agreements provide the necessary modifications in order to comply with
the Section 380 approach for on-site public work.
Staff recommends approval.
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August 29, 2001 (2:43PM)
REDEVELOPMENT AGREEMENT
AMENDMENT # 1
(Redevelopment Site No. )
THIS REDEVELOPMENT AGREEMENT (this "Agreement"), is made and
entered into as of the day of , 2001 by and between the CITY OF
GRAPEVINE, TEXAS, a home rule municipality located in the counties of Tarrant,
Dallas and Denton, Texas (the "City", and Opryland Hotel —Texas, Limited Partnership
("Developer"). (The City and Developer are sometimes hereinafter referred to
individually as a "Party" and collectively as the "Parties".)
RECITALS:
A. The City has the authority to adopt tax increment financing pursuant to the
Tax Increment Financing Act, V.T.C.A., Tax Code §§311.001 et seq., as amended (the
"Act"), for areas within its jurisdiction designated by the City as reinvestment zones
pursuant to the Act, and to implement other economic development or financing
programs pursuant to Chapter 380 of the Local Government Code and other statutes
and the City's home -rule powers.
B. The City has authorized the preparation of a preliminary project plan and a
preliminary reinvestment zone financing plan concerning the approximately 121.8 acre
area legally described in Exhibit A-1 attached hereto and made a part hereof and
depicted on Exhibit A-2 attached hereto and made a part hereof (the "Reinvestm6nt
Zone").
C. In accordance with the Act, the City, after giving all notices required by
law, conducted a public hearing with respect to the creation of a reinvestment zone and
its benefits to the City and to property within the proposed reinvestment zone at a
meeting of the Mayor and City Council held on December 8, 1998.
D. On December 8, 1998, the City, after giving and publishing all notices
required by law and after conducting all public hearings required by law and after
making all presentations to, and conducting all meetings with, each taxing unit that
levies taxes on real property in the Reinvestment Zone as required by the Act, adopted
Ordinance No. 98-140, entitled "An Ordinance of the City Council of the City of
Grapevine, Texas Designating a Certain Area as Tax Increment Financing
Reinvestment Zone Number Two, City of Grapevine, Texas; Establishing a Board of
Directors for such Reinvestment Zone and Other Matters Relating Thereto; Providing a
Clause Relating to Severability; Declaring an Emergency and Providing an Effective
Date," which ordinance, among other things, designated the property within
Reinvestment Zone as the "Tax Increment Financing Reinvestment Zone Number Two,
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City of Grapevine, Texas"; and the City Council has approved a Redevelopment
Agreement Between the City of Grapevine and Developer; Authorizing and Directing the
Mayor to Execute Said Agreement on Behalf of the City; Declaring an Emergency and
Providing an Effective Date," authorizing the City Mayor to execute and the City
Secretary to attest this Agreement.
E. In accordance with the Act, the Board of Directors of the Reinvestment
Zone has prepared a project plan (the "Project Plan") and a reinvestment zone financing
plan (the "Financing Plan"; the Project Plan and the Financing Plan are sometimes
collectively referred to in this Agreement as the "Plans") and the City, in accordance
with the Act and after making all findings required by the Act, have adopted, or will
adopt, an ordinance approving the Plans.
F. Developer is the contract purchaser and proposed developer of the
approximately 52.25 acre parcel of real property within the City and within the
Reinvestment Zone and generally located and bounded by Ruth Wall Street to the west
and Corps of Engineers Property/Grapevine Lake on the north, east and south, and
legally described in Exhibit B attached hereto (the "Property"), which Property shall
also be known as Redevelopment Site No. 1 in the Reinvestment Zone.
G. The Property is zoned "PCD" Planned Commerce Development under
Ordinance No. 82-73, the Comprehensive Zoning Ordinance of the City, also known as
Appendix "D" of the City's City Code, as currently amended and in the form existing as
of the date hereof (the "Zoning Ordinance").
H. Developer currently intends to develop and improve all or a portion of the
Property as a destination Hotel and Convention Center (generally referred to herein as
the "Project") as described in Section 4.1 of this Agreement.
1. To facilitate the development of the Property, and subject to and in
accordance with the terms of this Agreement and the limitations hereinafter stated, the
City has agreed (i) to undertake to construct various Public Improvements (collectively,
the "Public Improvements") and Section 380 Improvements (collectively the "Section
380 Improvements") listed in Exhibit C and to incur Project Costs (as defined in
Section 5.1 (a)) in connection with such Public Improvements and Section 380
Improvements and pay for such Project Costs using the proceeds of the City Instrument
(as hereinafter defined) or from the City's implementation of other development or
financing programs authorized by statute or the home -rule powers of the City, and (ii) to
use the proceeds of the City Instrument or from the City's implementation of other
development or financing programs authorized by statute or the home -rule powers of
the City to pay the costs of those eligible Project Costs that either or both the Developer
and the City incurs as provided in Article VII of this Agreement in connection with the
redevelopment (including, without limitation, demolition, site preparation, installation of
utilities, construction of Public Improvements, Section 380 improvements,etc.), financing
and use of the Property.
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ll1 v,.
J. This Agreement has been submitted to the City for consideration and
review, and the City has taken all actions required to be taken prior to the execution of
this Agreement in order to make the same binding upon the City according to the terms
hereof.
K. The City, after due and careful consideration, has concluded that the
redevelopment of the Property as a portion of the Reinvestment Zone as provided for
herein and in the Project Plan will further the growth of the City, facilitate the
redevelopment of the entire Reinvestment Zone, improve the environment of the City,
increase the assessed valuation of the real estate situated within the City, foster
increased activity within the City, increase employment opportunities within the City,
upgrade public infrastructure within the Reinvestment Zone, and otherwise be in the
best interests of the City by furthering the health, safety, morals and welfare of its
residents and taxpayers, and that entering into this Agreement is necessary and
convenient to implement the Plans and achieve their purposes.
L. The City is desirous of having Developer undertake the Project in order to
serve the needs of the City and in order to produce increased tax revenues for the
various taxing units authorized to levy taxes on real property within the Reinvestment
Zone and the City and, in order to stimulate and induce the redevelopment of the
Reinvestment Zone, the City has agreed to finance certain Project Costs, including
through property tax increment revenues and through the issuance of the City
Instrument, all in accordance with the terms and provisions of the Act and this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and Of the mutual
covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties do hereby agree as follow:
ARTICLE I.
RECITALS PART OF AGREEMENT
1.1 Incorporation of Recitals. The representations, covenants and
recitations set forth in the foregoing recitals are material to this Agreement and are
hereby incorporated into and made a part of this Agreement as though they were fully
set forth in this Article I.
ARTICLE II
MUTUAL ASSISTANCE
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2.1 Cooperation. The parties agree to take such actions, including the
execution and delivery of such documents, instruments, petitions and certifications (and,
in the City's case, the adoption of such ordinances and resolutions), as may be
necessary or appropriate, from time to time, to carry out the terms, provisions and intent
of this Agreement and to aid and assist each other in carrying out said terms, provisions
and intent. Further, the City agrees (absent any uncured breach of the terms of this
Agreement by Developer resulting in a default pursuant to Section 10.2 hereof) that it
will not revoke or amend the ordinances adopted by the City relating to the
Reinvestment Zone, the Plans and this Agreement without the prior written consent of
Developer. The Parties shall cooperate fully with each other in seeking from any or all
appropriate governmental bodies (whether federal, state, county or local) financial or
other aid and assistance required or useful for the construction or improvement of
property and facilities in and on the Property or for the provision of services to the
Property, including, without limitation, grants and assistance for public transportation,
roads and highways, water and sanitary sewage facilities and storm water disposal
facilities.
ARTICLE III
EFFECTIVENESS OF AGREEMENT.
3.1 Effective Date. This Agreement shall become effective from and after its
approval and execution by both parties. The City's obligations to construct the Public
Improvements in accordance with Section 4.3 of this Agreement and to have
constructed the Section 380 Improvements in accordance with Section 4.4 of this
Agreement shall become effective and enforceable at such time as Developer delivers
notice reasonably satisfactory to the City Manager and City Attorney as described yin
Section 5.4 of this Agreement. Developer shall give such notice to the City on or before
March 31, 2000, provided that, in the event that the United States Army Corps of
Engineers has not issued final approval of the Project by February 1, 2000, such date
shall be extended by 90 days. Such date may be further extended by mutual
agreement of the Parties. The rights and obligations of Developer hereunder shall not
be effective unless and until Developer (or its nominee) delivers the notice described in
Section 5.4 of this Agreement.
ARTICLE IV.
REDEVELOPMENT AND USE OF THE PROPERTY;
CONSTRUCTION OF THE PUBLIC IMPROVEMENTS
AND CONSTRUCTION OF THE SECTION 380IMPROVEMENTS
4.1 The Project. Developer shall construct the Project in conceptual
conformance with a Concept Plan to be provided to the City. Project shall consist of an
approximately 1,500 room destination hotel and convention center complex with an
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enclosed atrium, a 400,000 SF Convention Center including meeting, exhibit and pre -
IQ
function facilities, and a Subterranean Parking Garage and a Surface Parking Lot in
combination sufficient to support the hotel and convention center facilities.
4.2 Development Fees and Expenses. (a) Except for the water and
sewer impact fees attributable to the development of the Property, the City does not
now levy or assess and shall not, in the future, levy or assess any special taxes, fees,
exactions, impositions, or assessments of any form against the Property, not
heretofore levied and assessed that are not applicable to and apply to all other
properties in the City equally and uniformly and in the same manner. Said water and
sewer impact fees shall be due upon building permit application and shall be applied as
follows:
Hotel Fee applied to acreage of Hotel footprint - # acres x $ 27,282.79 / acre
Commercial Fee applied to balance of site - # acres x $ 3,808.26 / acre
(b) Building Permit Fees, including Building Inspection, for the Private
Elements of the Project shall be fixed at $ 400,000.00. Developer, at his discretion,
may submit payment for said fees in up to three installments payable over three years
with no single installment payment being less than 33% of the fixed fee. Overtime
expenses for Building Inspection and Building Department Services on Private
Improvements of the Project shall be billed by the City to Developer on a monthly basis
and shall be established by City payroll records for each pay period reflecting 1.5 times
the sum of salaries plus benefits. Overtime expenses on Private Improvements of the
Project shall be incurred for any Building Inspections or Building Department Services
requested by the Developer that fall partially or in total outside of the normal work day of
7:30 AM to 4:30 PM, Monday through Friday, or any time on Saturdays, Sundays aihd
City observed Holidays. Each contract for Private Improvements shall include the
provision for reimbursement to the Developer by the contractor for all Building
Inspection Overtime billed by the City to Developer.
(c) Developer shall provide a project office for use by City Staff and
Construction Inspectors during the construction of the Project at its sole cost. Project
office shall accommodate the following:
Two Building Inspectors
One Third Party Construction Inspector
One City Building Official
One Building Plans Examiner
One Fire Plans Examiner
Two Large Plan Review Areas
One Large Documents Storage Area
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The office shall be furnished with furniture, office supplies, and shall include all
necessary utilities including but not limited to water, wastewater, electricity, telephone,
and data transfer facilities.
4.3 Public Improvements (a) Definition: Public Improvements are
defined as those improvements to be designed, constructed and maintained solely by
the City. The bridge shall be designed, constructed and maintained by the City with
standard features similar to those on the new Pool Road Bridge over Big Bear Creek.
Added architectural features to the bridge in excess of the features on the Pool Road
Bridge that are requested by Developer shall be funded solely by Developer. The
Improvements shall be constructed solely within City rights of way and easements, or
on United States Army Corps of Engineers (COE) Fee Land and COE Flowage
Easements under License Agreement between the City and the COE. Specific
Elements of the Public Improvements are shown in Exhibit C to this agreement.
(b) Design of Public Improvements. All Public Improvements shall
be designed under contract with the Developer at Developer's sole cost and eligible for
reimbursement from the fund, with the exception of added architectural features to the
bridge which shall be designed by and construction funded solely by Developer.
Expenses incurred by the Developer in the design of the Public Improvements shall be
reimbursed from the Fund at the sole discretion of the City. The design of Public
Improvements shall be jointly approved by the City and Developer. Approval of the
design shall not be unreasonably withheld by Developer.
(c) Public Improvements Funding I.Budge (i) 'Funding for
Public Improvements shall be solely from the funds derived from the issuance of the
City Instrument. A budget will be prepared by the City and Developer to estimate the
cost of the Public Improvements and determine the balance of the Instrument Funds to
be used in participation with the Developer in funding the Section 380 Improvements.
(Exhibit D) The budget will include a Contingency of 10% of total project costs for
unanticipated modifications to the Public Improvements. The budget for the Public
Improvements shall be jointly approved by the City and Developer. Approval of the
budget shall not be unreasonably withheld by Developer.
(ii) Change Orders to the Public Improvement Contracts may be
reviewed by Developer for comments but will be approved solely by the City in its
normal operational process. Any increases in cost to the Public Improvement Contracts
shall be funded from these designated Contingencies. Any increases in contract costs
in excess of the available Contingency funds shall be approved by both the City and
Developer.
(iii) At the written request of the Developer and to expedite the
development of the Public Improvements, Developer will engage design contracts for
Public Improvements in advance of funding through the City Instrument. Upon
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notification from Developer under Section 5.4 of intent to construct the Project, City shall
fund the Public Improvements through the City Instrument and shall reimburse
Developer for design expenses funded from Developers funds.
(d) Construction of Public Improvements. All Public
Improvements shall be constructed under contracts solely between the City and private
contractors in accordance with all applicable State laws. Construction Management and
Inspection for the Public Improvements shall be performed by the City Staff in the
normal course of daily operations with assistance from Developer in performing the
Construction Management duties.
(e) Obligation to Construct Improvements The City's
obligation to construct the Public Improvements in accordance with this Section 4.3
shall become effective and enforceable at such time as Developer delivers to the City
the notice provided for in Section 5.4 of this Agreement. Upon delivery of such notice,
the City agrees to commence construction of the Public Improvements. The City and
Developer shall cooperate and coordinate their activities with respect to the
commencement and construction of the Public Improvements and the Project so that
the commencement and construction of the -Public Improvements shall occur at such
times as are necessary to meet the construction time requirements of Developer for the
Project.
4.4 Section 380 Improvements (a) Definition: Section 380
Improvements ("Section 380 Improvements") are defined as those improvements to be
jointly owned by the City and Developer under the terms of an Operations and
Maintenance Agreement to be entered into between City and Developer which will
identify specific ownership limits and operations obligations in each facility. At a
minimum, the specific limits of City ownership of each facility will be defined as the
entire Parking Garage beneath the Convention Center and that portion of the
Convention Center which falls upon COE Fee Land or Flowage Easement. The Section
380 Improvements will be designed by the Developer and constructed by the
Developer's General Contractor in accordance with Section 380 of the Texas Local
Government Code and other applicable State law. The bidding and contract documents
shall be separated into Section 380 and Developer funded elements to facilitate the
payment tracking process. Construction Management will be provided by Developer
under the terms of Article VII of this Agreement. Developer will operate and maintain
each facility in its entirety under the terms of an Operations and Maintenance
Agreement. Specific Elements of the Section 380 Improvements are shown in Exhibit
C to this agreement.
(b) Design of Section 380 Improvements All Section 380
Improvements shall be designed at Developer's sole cost. Expenses incurred by the
Developer in the design of the Section 380 Improvements may be reimbursable from
the Fund at the sole discretion of the City upon the Developer's submittal of
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documentation acceptable to the City Attorney including but not limited to copies of the
contracts and payment records.
(c) Section 380 Improvements / Operations and Maintenance
Agreements Prior to advertising Section 380 Improvements for, construction, the City
and Developer shall enter into the Operations and Maintenance Agreement stipulating
the details of the separation of ownership within the Section 380 Improvements, and
stipulating the details of the Developers Management, Operation and Maintenance of
the Section 380 Improvements, including a Lease fee of $ 1 per year.
(d) Section 380 Improvements Funding I Budge (i)
Funding for Section 380 Improvements shall be from proceeds from the City's
Instrument and from Developer funds. The balance of the City Instrument's funds, after
Public Improvements funding, shall be applied to the Section 380 Improvements. The
City funding required for the North Surface Parking Lot, solely owned by the City, shall
establish the final City ownership of the Convention Center with the condition that, at
minimum, the City shall own that portion of the Convention Center that lies within COE
Fee Land or COE Flowage Easements, regardless of final funding availability.
(ii) A budget will be prepared by the City and Developer to
estimate the cost of the Section 380 Improvements and determine the balance of the
Instrument Funds to be used in participation with the Developer in funding the Section
380 Improvements. The budget will include a Contingency of 10% of total project costs
for unanticipated modifications to the Section 380 Improvements. Any increases in cost
to the Section 380 Improvements Contracts shall be funded from these designated
Contingencies. The budget for the Section 380 Improvements shall be jointly approved
by the City and Developer. Approval of the budget shall not be unreasonably withhdld
by Developer or City.
(iii) Change Orders to the Section 380 Improvements Contracts
will be approved jointly by the City and Developer conditioned by the requirement that
Developer shall review and submit recommendations to the City on proposed change
orders within twenty (20) working days of receipt of proposed change order.
(e) Construction of Section 380 Improvements. (i) All Section 380
Improvements shall be constructed under contracts between the Developer and its
General Contractor in accordance with Section 380 of the Texas Local Government
Code and all applicable State laws. The bidding and contract documents shall be
separated into Section 380 and Developer funded elements to facilitate the payment
process.
(ii) The City's obligation to fund the construction of the Section
380 Improvements in accordance with this Section 4.4 shall become effective and
enforceable at such time as Developer delivers to the City the notice provided for in
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Section 5.4 of this Agreement and the funding provided for in Section 4.4 of this
Agreement. Upon delivery of such notice and funds, the City agrees to fund the
construction of the Section 380 Improvements. The City and Developer shall cooperate
and coordinate their activities with respect to the commencement and construction of
the Section 380 Improvements and the Project so that the commencement and
construction of the Section 380 Improvements shall occur at such times as are
necessary to meet the construction time requirements of Developer for the Project. The
Parties agree to jointly prepare (and update, from time to time, as necessary) a
construction schedule of the Section 380 Improvements in order to help implement the
Parties' obligations pursuant to this Section 4.4. The Parties agree that they will jointly
decide what items will be Section 380 Improvements funded as Project Costs and the
costs of such items. The Developer further agrees to supply City with copies of the
General Contractor's contract to be entered into by the Developer with respect to the
Section 380 Improvements, as well as all change orders and requests therefor pursuant
to such contracts prior to their approval by the Developer, all for City's review and
approval.
(iii) To the extent that any of the Section 380 Improvements to
be constructed under the management of the Developer pursuant to Article VII of this
Agreement are to be located in City owned rights -of way or in areas granted to the City
for use by the COE, the City shall grant to Developer and its designees access thereto
to enable the construction of such Section 380 Improvements. The costs to undertake
or construct such Section 380 Improvements constitute some of the Project Costs
Developer expects to incur in furtherance of the Project. The preliminary description of
the matters included within such Section 380 Improvements is contained in the items
listed in Exhibit C. As an agent of the City, Developer shall cause such Section 380
Improvements to be constructed in substantial accordance with the Plans approved by
the City as set forth in subparagraph (iv) below. Those costs in connection with the
design, engineering and construction of such Section 380 Improvements, which costs
shall be deemed eligible Public Costs to the maximum extent permitted by law, may be
paid to Developer from the Fund as set forth in Article V at the sole discretion of the
City.
(iv) The City and Developer shall jointly review and approve the
construction plans for the Section 380 Improvements prior to the advertisement of the
projects for bid and subsequent commencement of construction thereof.
(v) The Parties acknowledge and agree that Exhibit C is
intended solely to include the preliminary description of the Public Project Costs and
Section 380 Project Costs that City is to fund; Exhibit C is not intended to be an
exhaustive or exclusive list; provided, however, that City shall not fund more than
$27,500,000.00 from the TIF as payment and reimbursement for all Public and Section
380 Project Costs that City incurs. The City and Developer agree and acknowledge that
Developer may seek and receive payment and reimbursement in accordance with this
Agreement, subject to City Attorney approval, for all eligible Project Costs Developer
incurs, out of Instrument Proceeds and Tax Increment and other funds available under
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this Agreement, subject only to the limitation on the maximum amount of payment and
reimbursement set forth in the preceding sentence. Notwithstanding anything to the
contrary contained in this Agreement, the City's obligation to fund Public and Section
380 Project Costs through direct disbursement and reimbursement to Developer shall
not exceed $27,500,000-00. The City's obligation to fund Public and Section 380
Project Costs with the proceeds from the sale of the City Instrument shall not exceed
$27,500,000-00, plus the cost of issuance, capitalized interest and necessary reserve
funds in connection with the City Instrument.
(f) Section 380 Improvements Construction Inspection:
City shall engage the services of a Construction Inspector, subject to the reasonable
approval of the Developer, to provide construction inspection services on the Section
380 Improvements. Costs incurred for said inspection shall be funded from the Fund.
Overtime costs incurred for Construction Inspection on the Section 380 Improvements
shall be reimbursed to the Fund by the respective contractor or contractors on the
Section 380 Improvements, Provisions for this reimbursement requirement shall be
included in all contracts for construction of the Improvements.
4.5 Developer's Rights in the Event of the City's Default on Public o
Section 380 Improvements. In the event the City fails to complete the Public or
Section 380 Improvements and defaults under this Agreement, then Developer, in
addition to its rights under Section 10.2 of this Agreement, may compel the City to fund
and complete the Public or Section 380 Improvements by mandamus, specific
performance or mandatory permanent injunction. In the event the City's contractors
default in the completion of the Public or Section 380 Improvements and the City fails to
enforce the applicable statutory bonds, Developer shall be entitled to a novation of all
the City's right, title and interest in and to the statutory performance, payment and
maintenance bonds by which Developer will be substituted for the City with respect to
all of the City's right, title and interest in and to such bonds. The City shall cause the
surety issuing such bonds to name Developer as a dual obligee under such bonds. The
City shall execute one or more conditional assignments, in form and substance
reasonably acceptable to Developer, assigning to Developer, in the event the City fails
to prosecute its rights under such bonds all of the City's right, title and interest to such
bonds.
ARTICLE V.
PAYMENT AND REIMBURSEMENT OF
ELIGIBLE PROJECT COST
5.1. Definitions of Project Costs, Tax -Increment, City Instrument and
Instrument Proceeds. (a) For purposes of this Agreement, "Project Costs" shall mean
and include all costs expended by the City in connection with the design and
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construction of Public Improvements and Section 380 Improvements as permitted by
411 t, Section 311.002(1) of the Act as now or hereafter provided.
(b) For purposes of this Agreement, "Tax Increment" shall mean one
hundred percent (100%) of the amount determined pursuant to Section 311.012 of the
Act for each taxing unit that levies taxes on real property in the Reinvestment Zone.
(c) For purposes of the Agreement, "City Instrument" shall mean a debt
instrument or other instruments to be issued and sold by the City in accordance with the
Act or other applicable Texas law (and in accordance with a schedule of issuance
agreed to by the Parties) in the aggregate principle amount necessary to produce
Instrument Proceeds (as hereinafter defined) of not less than $ 27,500,000.00 and, if
issued pursuant to the Act, having a term not to exceed the maximum term permitted by
Section 311.015(1) of the Act.
(d) For purposes of this Agreement, "Instrument Proceeds" shall mean
all net proceeds, after deducting all issuance costs and any amounts for capitalized
interest and interest reserves, received by the City in connection with the issuance and
sale of the City Instrument.
5.2. Bonds. (a) The Parties acknowledge that the development and
construction of Public and Section 380 Improvements in the Reinvestment Zone as
provided in the Project Plan and this Agreement can only occur with the use of
Instrument Proceeds which Instrument Proceeds, together with Tax Increment and
other funds available under this Agreement, shall be used to pay for certain eligible
Project Costs.
(b) Upon delivery of the notice provided for in Section 5.4 of this
Agreement, the City agrees to promptly commence the process to issue and sell the
City Instrument. Notwithstanding anything to the contrary contained in this Agreement,
the City shall not be obligated to issue and sell the City Instrument until Developer has
delivered to the City the notice provided for in Section 5.4 of this Agreement. Upon
delivery of the notice provided for in Section 5.4 of this Agreement, the City shall
complete the process to issue and sell the City Instrument, and the City shall promptly
issue and sell the City Instrument and shall hold and disburse the Instrument Proceeds
as provided in this Agreement. The City shall use its best efforts to structure the City
Instrument so that it is and remains exempt from taxation under the Internal Revenue
Code of 1986, as amended, and regulations promulgated thereunder. The City
Instrument and payment of eligible Project Costs shall be secured, in whole or in part,
by the funds deposited, from time to time, in the Tax Increment Fund (the "Fund")
created by the City pursuant to the Act, this Agreement and the ordinances adopted by
the City relating to the Reinvestment Zone, which funds shall include the Tax Increment
and interest earned on investment of monies within the Fund. The City pledges that it
will deposit the entirety of such funds into the Fund. The amounts deposited in the
Fund shall be disbursed in accordance with this Agreement, the City Instrument and any
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trust indenture entered into, or bond ordinance adopted, in connection with the City
Instrument (which trust indenture or bond ordinance shall not conflict with the provisions
of this Agreement). The City agrees to provide Developer with copies of any proposed
bond ordinance, trust indenture and preliminary official statement prior to the adoption
of any bond ordinance in connection with the City Instrument. In addition, to the fullest
extent permitted by law, the City agrees that (i) it will not, without the prior written
consent of Developer, which consent may be withheld in its sole or absolute discretion,
revoke or amend any ordinances or resolutions adopted by the City relating to the
Reinvestment Zone or the City Instrument, (ii) it will not pledge or apply the Tax
Increment or any other monies in the Fund to any other purpose or payment of any
obligation of the City except for the City Instrument and obligations arising under this
Agreement, (iii) it will not commingle the Tax Increment with any other funds of the City,
(iv) it will not take any action or omit to take any action that will affect the continued
existence of the Fund or the availability of the Tax Increment to pay the City Instrument
and the other obligations under this Agreement, (v) it will take all actions and submit all
documents in a timely manner in order to receive all Tax Increment, (vi) it will institute
and pursue to a final order or judgement any bond validation action Or suit upon
reasonable request by Developer, and (vii) it will direct the investment of the Tax
Increment in accordance with Texas law applicable to investment of funds by
municipalities. In addition, the City agrees that it will not refund the City Instrument in
any manner that would change the obligations of Developer under this Agreement.
The Parties agree that they will take all actions necessary, at no cost to Developer, to
ensure that the interest payable on the City Instrument is and remains exempt from
taxation under the Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder.
5.3 Disbursement of Funds Fund Tracking and Method of Payment. (a)
Monthly Pay Estimates on Public Improvements shall be processed solely by the City in
the course of normal business operations. Monthly Pay Estimates on Section 380
Improvements shall be submitted by the Developer, in the role of Construction Manager,
to the City for payment. Construction Manager shall complete its review of the Monthly
Pay Estimates within ten (10) working days from receipt and forward its
recommendation to the City for action.
(b) City shall provide Project Budget and Expenditure / Fund Tracking
on all Public and Section 380 Projects reflecting all payments issued by the City from
the Fund and from Developer Funds.
(c) In the event that the City is unable to provide the agreed to funding
through the City Instrument and no alternative arrangements are agreed to by both
parties then:
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(i) costs incurred by the City shall be borne solely by the City,
and
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(ii) the Agreement shall terminate and the parties shall have no
a
further obligations to each other.
5.4 Notice of Developer Commitment to Project. Developer shall deliver
notice to the City that Developer has committed to the Project in, a form satisfactory to
the City Manager and City Attorney. Provided, however, that notwithstanding the
forgoing to the contrary, and as except as set forth in Section 5.3 of this Agreement, in
the event that Developer delivers the notice provided for in this Section 5.4, Developer
shall indemnify and make whole the City for any outstanding bonded indebtedness or
other expense of the City related to the Project for Public and Joint Improvements in the
event the Project is not completed pursuant to a schedule mutually agreed upon by the
City and Developer.
5.5. City Accounting. (a) The City shall maintain complete books and
records showing deposits to and disbursements from the Fund of Tax Increment and
Instrument Proceeds, which books and records shall be deemed complete if kept in
accordance with generally accepted accounting principles as applied to Texas
municipalities and in accordance with the provisions of the Act. Such books and records
shall be available for examination by the duly authorized officers or agents of Developer
during normal business hours upon request made not less than five (5) business days
prior to the date of such examination. The City shall maintain such books and records
throughout the term of this Agreement and for four (4) years thereafter, all subject to the
requirements of the Act.
(b) The City shall undertake an Independent Audit of all Instrument
Funds and Eligible Expenses upon completion of the Public and Section 380 Projects.
Cost for said Audit shall be considered an eligible expense under the TIF and shall be
disbursed from the proceeds of the City Instrument.
ARTICLE VI.
JOINT MARKETING AGREEMENT
City and Developer shall enter into a Convention Development and Marketing
Agreement providing for joint marketing of the Project and the City.
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ARTICLE VII.
CONSTRUCTION MANAGEMENT
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7.1 Employment. City hereby employs the Developer to serve as
Construction Manager to furnish supervisory and managerial services for all Section
380 Improvements. Developer hereby accepts said employment. Such projects shall
be designed by Construction Manager at Construction Manager's sole cost with the City
retaining review and approval rights. Developer will enter into Operation and
Maintenance Agreements prepared by the City Attorney and Approved by the City
Council for Section 380 projects prior to construction.
City represents and warrants to Construction Manager that City is able to engage the
Developer for personal services as described in V.T.C.A., Local Government Code
§252.022(a)(4) for which competitive bidding is not required under any state statute or
regulation including, but not limited to, Chapter 252 and 271 of the Texas Local
Government Code or any comparable ordinance or regulation of City, and that City has
full constitutional right and authority to engage a Construction Manager without
advertising for bids or taking any actions other than adopting a resolution of City
approving and authorizing the execution of this Agreement.
7.2 Definitions. In addition to any other terms defined herein, the following
terms shall have the meanings ascribed to -them, unless the context clearly requires
otherwise: (a) Approved Plans: the Public and Section 380 Improvements
Plans submitted, or caused to be submitted by Construction Manager and approved by
City.
(b) Construction Schedule: the construction schedule for the
construction of the Section 380 Improvements shall be jointly prepared and approved
(and updated, from time to time, as necessary) by City and Construction Manager.
(c) Project Engineers: the engineers engaged by Construction
Manager in writing and ratified by City Council action as the engineers for the Section
380 Improvements.
(d) Project Budget: the budget (including hard and soft costs) for
construction of the Section 380 Improvements jointly prepared and approved by City
and by Construction Manager in writing. Changes may be made to the Project Budget
upon the mutual agreement of the Parties. Any such changes that do not increase the
total cost of the Project Budget may be agreed to in writing by the City Manager on
behalf of the City and Construction Manager's designated representative on behalf of
Construction Manager.
7.3 Compensation. A construction management fee (the "Fee") in the
amount of four percent (4%) of the total contract sum of all eligible engineering and
construction contracts for the Public and Section 380 Improvements entered into on
behalf of City or directly by City pursuant to this Agreement shall be paid to Construction
Manager from the Fund for its services in connection with the development, construction
and completion of the Public and Section 380 Improvements pursuant to this
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Agreement. The Fee shall be paid within thirty (30) days after receipt by City of an
invoice with supporting documentation acceptable to the City Attorney for such Fee.
7.4 Services. The services of Construction Manager pursuant to this
Agreement, for and in consideration of the Fee, shall be as follows:
(a) Aid City in negotiations with the appropriate Project Engineer or
Project Engineers in the general schematic layout of the Section 380 Improvements in
accordance with the Approved Plans, and in the selection of the types of materials and
equipment to be incorporated in the Work. Construction Manager shall cause the
Section 380 Improvements Plans to be prepared and shall submit, or cause to be
submitted, the Section 380 Improvements Plans to City for its review and approval.
Except for the foregoing, nothing herein contained shall be deemed or construed as an
obligation or an undertaking on the part of Construction Manager itself to furnish
architectural or engineering services, it being expressly understood and agreed that all
architectural and engineering services are being performed by the Project Engineers
engaged by Construction Manager.
(b) Provide preliminary evaluation of the Project Budget requirements,
including preliminary estimates of the costs of construction. Advise on site use,
selection of materials, building systems and equipment and methods of Project delivery.
Provide recommendations on relative feasibility of construction methods, availability of
materials and labor, time requirements for procurement, installation and construction,
and factors related to cost including, but not limited to, costs of alternative designs or
materials and possible economies.
(c) Jointly with City, prepare and approve the Construction Schedule
providing for the phasing of construction from commencement to completion, and
periodically jointly update and approve the Construction Schedule.
(d) Assist City in the bidding process for the Work; at City's request
prepare bid analyses; and give advice and recommendations to City in the awarding of
contracts for the performance of the Work.
(e) Represent City in all matters requiring City's determination in its
dealing with contractors, suppliers and others in the performance of the Work and all
negotiations and communication between City and all contractors, suppliers and others
shall be made through Construction Manager.
(f) Record the progress of the Project, and advise City if it appears
that the timetable for construction as set forth in the Construction Schedule may be
materially exceeded, and make recommendations for corrective action.
(g) Provide regular monitoring of the actual costs of construction;
identify variances between actual costs and the Project Budget which will likely result, in
Construction Manager's judgment, in a cost overrun; advise City if it appears that the
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final costs of construction may exceed the Project Budget; and make recommendations
for corrective action.
(h) Determine in general that the Work of each contractor is being
performed in accordance with contract requirements; endeavor to achieve satisfactory
performance from the contractors in accordance with contract requirements; endeavor
to guard City against defects and deficiencies in the Work; on behalf of City, reject Work
which does not conform to contract requirements; and recommend courses of action to
City when requirements of a contract are not being fulfilled, and the non-performing
party will not take satisfactory corrective action.
(i) Recommend necessary or desirable changes to City; review
requests for changes; ensure that all structural, mechanical or electrical changes which
are of such a material nature in Construction Manger's opinion as to require changes in
the plans and specifications by the engineers of record, as the case may be, for the
Project; if changes are agreed to by City and Construction Manager, prepare and
forward to City change orders therefor for City's execution, which are in compliance with
current applicable Texas statutes. City agrees to supply Construction Manager with
copies of all change orders and requests therefor prior to their approval by City for
Construction Manager's review and approval. Construction Manager agrees to review
and provide comments on proposed change orders to City within ten (10) working days
of receipt of same.
0) Review the safety programs developed by each contractor and
coordinate the safety programs for the Project.
(k) Maintain at the Project site or at its office, on a current basis: a
record copy of all construction documents and contracts, including plans and
specifications, change orders and other data and materials as would be required under
sound construction management practices; and make all such records available to City
and the appropriate Project Engineer or Project Engineers; at the completion of the
Project, promptly deliver the originals of all pertinent construction documents and
contracts to City (provided, however, the Construction Manager shall always be entitled
to keep a set of duplicate originals or copies of all of the foregoing), and maintain all
such records for a period of one (1) year.
(1) Make provisions (including adequate notice to City to facilitate
prompt payment) to secure for accrual to City, where available, trade discounts, rebates
and refunds, and returns from the sale of surplus materials and equipment.
(m) Provide administrative, management and related services as
required to coordinate the work of the various contractors and workmen; provide
sufficient organization, personnel and management to carry out the terms of the
Agreement.
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(n) Perform such other services in connection with the Project as may
y�raav;- be reasonably necessary to accomplish the foregoing, and as may be reasonably
requested by City, and provide the facilities and services of its on-site personnel to the
extent reasonably necessary and required to carry out Construction Manager's
obligations under this Agreement.
7.5 Contracts. (a) The City finds that Developer has agreed to construct
a 1,500 room or larger, major hotel project and a convention center containing at least
350,000 square feet and either owns or has a new lease on the project for at least 20
years and therefore, pursuant to the City Council Resolution 2001-29, has qualified for
Expedited and Concurrent Bidding Procedures, said for its proposed Project which
project is approved by this Agreement, to utilize said procedures, all of which are set out
in City Council Resolution 2001-29, which Resolution is attached hereto, labeled
Exhibit "E", and incorporated in the Body of this Agreement as if copied in its entirety.
(b) As payments become due under such Section 380 Improvement
contracts, Construction Manager shall notify City of the amount of such payments when
due and City shall disburse, or cause to be disbursed, from the Fund to the Construction
Manager the amount necessary to make such payment. City shall disburse, or cause to
be disbursed, from the Fund to Construction Manager amounts equal to other eligible
Project Costs that Construction Manager incurs as such Project Costs are incurred and
funds are deposited into the Fund from the issuance of the City Instrument after
Construction Manager has provided City with documentation of such expenditures
reasonably satisfactory to City Attorney, including, but not limited to, copies of executed
contracts, copies of past partial payments on such contracts, copies of past and current
pay requests, and evidence that the work or Project Costs for which payment is
requested has been completed.
(c) Construction Manager shall not be (i) liable for the payment of any
debts contracted by City in connection with the Section 380 Improvements, except to
the extent of funds received by it for that purpose; (ii) responsible for construction
means, methods, techniques and procedures employed by contractors in their
performance; or (iii) liable or responsible for the failure of any contractor to carry out
Work in accordance with its contract requirements or the negligence of any contractor in
connection therewith.
(d) Developer shall Indemnify and Hold Harmless the City of Grapevine
from and against any and all claims, demands, damages, expenses, fines, penalties,
suits, proceedings, actions and causes of any and every kind and nature, including
reasonable attorneys' fees and court costs, arising or growing out of or in any way
connected with the failure of the Developer or the Construction Manager to comply with
(i) the provisions of the Redevelopment Agreement and the other related agreements,
or (ii) the requirements of applicable law, with respect to contracts entered into for
construction of the Section 380 Improvements.
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7.6 On -Site Supervisors. Construction Manager will supervise the actual
construction work in accordance with accepted industry practices.
7.7 Proiect Manager. Construction Manager agrees that it will provide for
the Project the services of a duly qualified project manager, who . shall be required full
time, to perform the services contemplated herein. The services of the project manager
shall be provided to City without any additional fee.
7.8 Inspections. Construction Manager, in conjunction with the third
party Construction Inspector and appropriate Building Department Personnel will
inspect the Section 380 Improvements as the Work progresses and will keep City
advised as to such progress and will give such general supervision and management as
may be required to assure the construction and completion of the Section 380
Improvements in an efficient and workmanlike manner and in compliance with the
Approved Plans and the building and other applicable laws and regulations of City.
7.9 Books and Records. Construction Manager will set up and maintain
in its office at the site, at its own cost, a complete set of books for the construction of the
Section 380 Improvements. Construction Manager shall at City's request make all said
books as well as all other records pertaining to the Project available for City's inspection
at the offices of Construction Manager. At the completion of the Project, City's City
Manager (on behalf of City) and Construction Manager will jointly review and obtain an
independent audit by a mutually agreed-upon outside auditor of the books and records
for the construction of the Section 380 Improvements to confirm the reimbursable nature
of expenditures made in connection with the Section 380 Improvements under this
Agreement.
7.10 Insurance.
(a) General: Except as otherwise specified in this Agreement, the
Construction Manager and any subcontractors of any tier will be required at their own
expense to maintain in effect at all times during the performance of the work insurance
coverages with limits not less than those set forth below with insurers and under forms
of policies satisfactory to the City of Grapevine. It shall be the responsibility of the
Construction Manager and any subcontractors to maintain adequate insurance
coverages and to assure that all subcontractors are adequately insured at all times.
Failure of the Construction Manager and any subcontractors to maintain adequate
coverage shall not relieve him of any contractual responsibility or obligation.
(b) Certificate of Insurance: At the time of the execution of this
Agreement and each subcontract, but in any event, prior to commencing work at the job
site, the Construction Manager and his subcontractors shall furnish the City of
Grapevine with certificates of insurance as evidence that the policies providing the
required coverages and limits of insurance are in full force and effect. The certificates
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of insurance shall state the City and the United States Army Corps of Engineers (COE)
as an additional insured where applicable. The certificates shall provide that any
company issuing an insurance policy for the work under this contract shall provide not
less than 30 -days advance notice in writing of cancellation, non -renewal, or material
change in the policy of insurance. In addition, the Construction Manager shall
immediately provide written notice to the City of Grapevine upon receipt of notice of
cancellation of an insurance policy or a decision to terminate or alter any insurance
policy. All certificates of insurance shall clearly state that all applicable requirements
have been satisfied including certification that the policies are of the "occurrence" type.
Certificates of insurance for Construction Manager and subcontractors -furnished
insurance and notices of any cancellations, terminations, or alterations of such policies
shall be mailed to Risk Management, City of Grapevine, P.O. Box 95104, Grapevine,
TX 76099.
(c) Worker's Compensation and Employers' Liability: This
insurance shall protect the Construction Manager and his subcontractors and the
additional insured against all claims under applicable state workers' compensation laws.
The insured shall also be protected against claims for injury, disease, or death of
employees which, for any reason, may not fall within the provision of a workers'
compensation law. This policy shall include an all -states endorsement. The liability
limits shall not be less than:
Workers' Compensation
Statutory
Employers' Liability $5005000
(d) Rule 28 TAC 110.110: Rule 28 TAC 110.110 relating to
REPORTING REQUIREMENTS FOR BUILDING OR CONSTRUCTION PROJECTS
FOR GOVERNMENTAL ENTITIES; must be included in specifications for all building or
construction contracts.
(e) Comprehensive General Liability: This insurance shall be an
occurrence type policy written in comprehensive form and shall protect the engineer and
his subcontractors and the additional insureds against all claims arising from bodily
injury sickness, disease or death of any person other than the Engineer's employees or
damage to property of the City of Grapevine or others arising out of the act or omission
of the engineer or his subcontractor or their agents, employees, or subcontractors. This
policy shall also include protection against claims insured by usual personal injury
liability coverage, a (protective liability) endorsement to insure the contractual liability,
assumed by the Construction Manager and his subcontractors under the article entitled
indemnification and completed operations, products liability, contractual liability, broad
form property coverage, xcu, premises/operations, and independent contractors.
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$ 1,000,000 per occurrence
Property Damage $ 2,000,000 aggregate
(f) Comprehensive Automobile Liability: This insurance shall be
written in the comprehensive form and shall protect the provider, the Construction
Manager and his subcontractors and the additional insured against all claims for injuries
to members of the public and damage to property of others arising from the use of
motor vehicles, and shall cover operation on and off the site of all motor vehicles
licensed for highway use, whether they are owned, non -owned, or hired. The liability
shall not be less than:
Bodily Injury
Property Damage $ 1,000,000 Combined Single Limit
(g) Indemnification: For the consideration included in the bid price,
Construction Manager and his subcontractors shall pay, indemnify, and save harmless
the City, its agents, guests, consultants, (including the Engineer), officers, invitees, and
employees, from all suits, actions, claims, demands, damages, losses, expenses,
including attorney's fees, costs and judgements of every kind and description to which
the City, its agents, guests, consultants (including the Engineer), officers, invitees, or
employees may be subjected to by reason of injury to persons or death or property
damage, resulting from or growing out of any act of commission, omission, negligence
or fault of the Construction Manager and his subcontractors, their agents or employees,
committed in connection with this contract, Construction Manager's performance hereof,
or any work performed hereunder.
Construction Manager and his subcontractors shall indemnify and save harmless the
City, its agents, officers, or employees and consultants (including the Engineer), from
and against all claims, demands, actions, suits, damages, losses, expenses, cots
including attorney's fees, and judgements of every kind and description arising from,
based upon, or growing out of the violation of any federal, state, county, or city law,
bylaw, ordinance or regulation by the Construction Manager, its agents, trainees,
invitees, servants, and employees.
(h) Waiver of Subrogation: The Construction Manager and his
subcontractors shall require their insurance carrier, with respect to all insurance
policies, to waive all rights of subrogation against the City of Grapevine, its
commissioners, partners, officials, directors, officers, agents, and employees and
against all other contractors and subcontractors.
7.11 Indemnification and Hold Harmless.— Land under COE Jurisdiction
Developer shall Indemnify and Hold Harmless the City of Grapevine and the United
States Army Corps of Engineers from and against any and all claims, demands,
damages, expenses, fines, penalties, suits, proceedings, actions and causes of any and
every kind and nature, including reasonable attorneys' fees and court costs, arising or
growing out of or in any way connected with Developers occupation of Section 380
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Facilities, and will reimburse the City and COE on demand for any monies which City
and COE is required to pay in connection with any claims or litigation arising out of
Developer's occupation of Section 380 Facilities, and will assume the defense of any
judicial action that might arise in connection with any of such matters
ARTICLE Vill.
AUTHORITY
8.1 Actions. The City covenants to Developer and agrees that upon
application of Developer, the City will use its best efforts to the extent permitted by law
to take such actions as may be required and necessary to process any amendments,
variations, special use approvals and permit applications relating to the Zoning
Ordinance and the City's other ordinances, codes and regulations, as may be
necessary or proper in order to insure the development of the Property and the Project
in accordance with the Project Plan, this Agreement and the Concept Plan and to
enable the City to execute this Agreement and to carry out fully and perform the terms,
covenants, agreements, duties and obligations on its pact to be kept and performed as
provided by the terms and provisions hereof.
8.2. Powers. (a) The City hereby represents and warrants to
Developer that the City has full constitutional and lawful right, power and authority,
under currently applicable law, to execute and deliver and perform the terms and
obligation of this Agreement, and all of the foregoing have been or will be duly and
validly authorized and approved by all necessary City proceedings, findings and actions.
Accordingly, this Agreement constitutes the legal, valid and binding obligation of the
City, is enforceable in accordance with its terms and provisions and does not require the
consent of any other governmental authority.
(b) Developer hereby represents and warrants to the City that
Developer has full lawful right, power and authority to execute and deliver and perform
the terms and obligations of this Agreement and all of the foregoing have been or will be
duly and validly authorized and approved by all necessary actions of Developer.
Concurrently with Developer's execution of this Agreement, Developer has delivered to
the City copies of the resolutions or other corporate actions authorizing the execution of
this Agreement and evidencing the authority of the persons signing this Agreement on
behalf of Developer to do so. Accordingly, this Agreement constitutes the legal, valid
and binding obligation of Developer, and is enforceable in accordance with its terms and
provisions.
8.3. Authorized Parties. Whenever under the provisions of this Agreement
and other related documents and instruments or any supplemental agreements, any
request, demand, approval, notice or consent of the City or Developer is required, or the
City or Developer is required to agree or to take some action at the request of the other,
a
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such request, demand, approval, notice or consent, or agreement shall be given for the
City, unless otherwise provided herein, by the City Mayor or his designee and for
Developer by any officer of Developer so authorized (and, in any event, the officers
executing this Agreement are so authorized); and any Party shall be authorized to act
on any such request, demand, approval, notice or consent, or agreement.
ARTICLE IX.
MUNICIPAL SALES AND USE TAX
All construction contracts comprising the Project shall require that the respective
contractor enter into a separated contract with the State of Texas for the purpose of
Sales Tax Collection on eligible project costs in accordance with Texas Tax Code Secs.
151.056, 151.311 and 321.208.
GENERAL PROVISIONS
10.1. Time of Essence. Time is of the essence of this Agreement. The Parties
will make every reasonable effort to expedite the subject matters hereof and
acknowledge that the successful performance of this Agreement requires their
continued cooperation. All dates and time periods provided for in this Agreement shall
be delayed during any pending or threatened litigation that would affect the ability to
issue the City Instrument, acquire the Property or commence or continue with
construction of the Public and Section 380 Improvements or the Project, for a time
period equal to the duration of such litigation.
10.2. Default. (a) A Party shall be deemed in default under this Agreement
(which shall be deemed a breach hereunder) if such Party fails to materially perform,
observe or comply with any of its covenants, agreements or obligations hereunder or
breaches or violates any of its representations contained in this Agreement.
(b) Before any failure of any Party to this Agreement to perform its
obligations under this Agreement shall be deemed to be a breach of this Agreement, the
Party claiming such failure shall notify, in writing, the Party alleged to have failed to
perform of the alleged failure and shall demand performance. No breach of this
Agreement may be found to have occurred if performance has commenced to the
reasonable satisfaction of the complaining Party within thirty (30) days of the receipt of
such notice, subject, however, to the terms and provisions of Section 10.2(c). Upon a
breach of this Agreement, the non -defaulting Party, in any court of competent
jurisdiction, by an action or proceeding at law or in equity, may secure the specific
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performance of the covenants and agreements herein contained, may be awarded
damages for failure of performance, or both; provided, however, that notwithstanding
the forgoing to the contrary and except as set forth in Section 5.3 of this Agreement, in
the event that Developer delivers the notice provided for in Section 5.4 of this
Agreement, Developer shall indemnify and make whole the City for any outstanding
bonded indebtedness or other expense of the City related to the, Project for Public and
Section 380 Improvements in the event the Project is not completed pursuant to a
schedule mutually agreed upon by the City and Developer. Except as otherwise set
forth herein, no action taken by a Party pursuant to the provisions of this Section 10.2 or
pursuant to the provisions of any other Section of this Agreement shall be deemed to
constitute an election of remedies and all remedies set forth in this Agreement shall be
cumulative and non-exclusive of any other remedy either set forth herein or available to
any Party at law or in equity. Each of the Parties shall have the affirmative obligation to
mitigate its damages in the event of a default by the other Party.
(c) Notwithstanding anything in this Agreement which is or may appear
to be to the contrary, if the performance of any covenant or obligation to be performed
hereunder by any Party is delayed as a result of circumstances which are beyond the
reasonable control of such Party (which circumstances may include, without limitation,
pending or threatened litigation, act of God, war, acts of civil disobedience, fire or other
casualty, shortage of materials, adverse weather conditions (such as, by way of
illustration and not limitation, severe rain storms or below freezing temperatures, or
tornadoes, labor action, strikes or similar acts) the time for such performance shall be
extended by the amount of time of such delay. The Party claiming delay of performance
as a result of any of the foregoing "force majeure" events shall deliver written notice of
the commencement of any such delay resulting from such force majeure event not later
than seven (7) days after the claiming Party becomes aware of the same, and if the
claiming Party fails to so notify the other Party of the occurrence of a "force majeure"
event causing such delay, the claiming Party shall not be entitled to avail itself of the
provisions for the extension of performance contained in this Section 10.2c.
(d) In addition to any other right or remedy available to Developer
pursuant to this Agreement, in the event of a material breach by the City under this
Agreement which continues for thirty (30) day after written notice to the City thereof and
the City's failure to cure or diligently proceed to cure such breach to Developer's
reasonable satisfaction, Developer shall have the right (but not the obligation), in its sole
discretion, to exercise its right under the assignment(s) referenced in Section 4.5, to
cause completion of construction of any improvement which the City is failing to timely
undertake or complete and, to the maximum extent permitted by law, to use in
connection therewith the proceeds of the City Instrument and any other funds available
under this Agreement, and if Developer exercises such rights and undertakes or
completes such construction, the City, upon receipt of notice therefor from Developer,
shall fully reimburse Developer for all costs Developer incurs to undertake or complete
such construction which have not then been paid for with the proceeds of the City
Instrument and other funds available under this Agreement.
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sl >r
10.3 Amendment. This Agreement, and any exhibits attached hereto, may be
amended only by the mutual agreement of the Parties evidenced by a written
amendment, by the adoption of an ordinance or resolution of the City approving such
written amendment, as provided by law, and by the execution of such written
amendment by the Parties or their successors in interest.
10.4 Entire Agreement. This Agreement (including all Exhibits attached to this
Agreement) sets forth all agreements, understandings and covenants between and
among the Parties relative to the matters herein contained. This Agreement
supercedes all prior agreements, negotiations and understandings, written and oral, and
shall be deemed a full integration of the entire agreement of the Parties.
10.5 Severability. If any provision, covenant, agreement or portion of this
Agreement, or its application to any person, entity or property, is held invalid, such
invalidity shall not affect the application or validity of any other provisions, covenants,
agreements or portions of this Agreement and, to that end, all provisions, covenants,
agreements or portions of this Agreement are declared to be serverable.
10.6 Texas Law. This Agreement shall be construed in accordance with the
laws of the State of Texas, and any actions concerning this Agreement shall be brought
in either the Texas State District Courts of Tarrant County, Texas or the United States
District Court for the Northern District of Texas.
10.7 Notice. Any notice to be given or served hereunder or under any
document or instrument executed pursuant hereto shall be in writing and shall be (i)
delivered personally, with a receipt requested therefor, or (ii) sent by telecopy facsimile;
or (iii) sent by a nationally recognized overnight courier service; or (iv) delivered by
United States registered or certified mail, return receipt requested, postage prepaid. All
notices shall be addressed to the Parties at their respective addresses set forth below,
and shall be effective (a) upon receipt or refusal if delivered personally or by telecopy
facsimile; (b) one (1) business day after depositing with such an overnight courier
service or (c) two (2) business days after deposit in the United States mails, if mailed. A
Party may change its address for receipt of notices by service of a notice of such
change in accordance with this Section 10.7. All notices by telecopy facsimile shall be
subsequently confirmed by U.S. certified or registered mail, return receipt requested.
If to the City: City of Grapevine
200 South. Main Street
P. O. Box 95104
Grapevine, Texas 76099
Attn: City Manager
Fax No.: (817) 410-3002
with a copy to:
8/6/01
M
0:\STAN\GAYLORD\AGREEMNT\DRAFTDEV6 REVISION3 8-6-01
John F. Boyle, Jr.
Boyle & Lowry, L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062-2763
Fax No.: 972-650-7105
If to Developer: Opryland Hotel, — Texas Limited
Partnership
535 Marriott Drive
Suite 600
Nashville, TN 37214
Attn: President Lodging Group
With a copy to: Sherrard & Roe, P.L.C.
424 Church Street
Suite 2000
Nashville, TN 37219
Attn: Kim A. Brown, Esq.
10.8. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
agreement.
10.9. No Recordation. The Parties agree that this Agreement may not and
shall not be recorded without the prior written consent of Developer.
10.10. Consent or Approval. Except as otherwise provided in this Agreement,
whenever consent or approval of either Party is required, such consent or approval shall
not be unreasonably withheld.
10.11. Term of Agreement. The term of this Agreement shall commence on the
date first above written and shall continue until the date (the "Termination Date") which
is the earlier of (x) the completion of the Project and the payment to Developer of all
costs Developer has incurred for eligible Project Costs, and (y) December 31, 2002
unless otherwise extended by the Parties.
10.12. Interpretation. This Agreement has been jointly negotiated by the Parties
and shall not be construed against a Party because that Party may have primarily
assumed responsibility for the drafting of this Agreement.
10.13. Exhibits. All exhibits attached hereto are declared to be a part of this
Agreement and are incorporated herein by this reference.
8/6/01 25
0:\STAN\GAYLORD\AGREEMNT\DRAFTDEV6-REVISION3-8-6-01
ti IN WITNESS WHEREOF, the City Council of the City of Grapevine, Texas, and
the Board of Opryland Hotel — Texas Limited Partnership have authorized and caused
this Redevelopment Agreement to be executed and delivered on this the day of
,2001.
ATTEST:
THE CITY OF GRAPEVINE, TEXAS
BY:
TITLE:
OPRYLAND HOTEL —TEXAS
LIMITED PARTNERSHIP
By: Opryland Hospitality, Inc., General Partner
By: _
Title:
816/01 26
0:\STAN\GAYLORD\AGREEMNT\DRAFrDEV6-REVISION3-8-6-01
i �
EXHIBIT A-1 METES AND BOUNDS DESCRIPTION OF REINVESTMENT
ZONE # 2
EXHIBIT A-2 DEPICTION OF METES AND BOUNDS DESCRIPTION OF
REINVESTMENT ZONE # 2
EXHIBIT B METES AND BOUNDS DESCRIPTION OF REDEVELOPMENT
SITE # 1
EXHIBIT C LIST OF PUBLIC IMPROVEMENTS & SECTION 380
IMPROVEMENTS
EXHIBIT D PROJECT BUDGET OF PUBLIC IMPROVEMENTS AND
SECTION 380 IMPROVEMENTS
EXHIBIT E CITY COUNCIL RESOLUTION 2001-29
8/6/01 27
0:\STAN\GAYLORD\AGREEMNT\DRAF'DEV6_REV I S I O N 3_8-6-01
fs
4")
DESCRIPTION
OF
TIF DISTRICT BOUNDARY
BEING A 121.817 ACRE TRACT OF LAND SITUATED IN THE G.F. MARTIN SURVEY,
A-1003, A. ANDERSON SURVEY, A-26, W.P. HERRING SURVEY, A-664, W.K. PAYNE
SURVEY, A-1211, SAMUEL FREEMAN SURVEY, A-526, A.F. LEONARD SURVEY, A-
946, T. MAHAN SURVEY, A-1050, CITY OF GRAPEVINE, TARRANT COUNTY, TEXAS
AND BEING ALL OF A 52.254 ACRE TRACT OF LAND DESCRIBED IN DEED TO BAJA
DEVELOPMENT CORPORATION RECORDED IN VOLUME 11236, PAGE 937 OF THE
DEED RECORDS OF TARRANT COUNTY, TEXAS (D.R.T.C.T.), ALL OF A 20.566 ACRE
TRACT CONVEYED TO GRAPEVINE-COLLEYVILLE INDEPENDENT SCHOOL
DISTRICT BY DEED RECORDED UNDER COUNTY CLERK'S FILE NO. D198190528
D.R.T.C.T., AND BEING A PORTION OF THE FOLLOWING TRACTS OF LAND: THE
UNITED STATES OF AMERICA CORPS OF ENGINEERS TRACT NO. A -2A RECORDED
IN VOLUME 2026, PAGE 163 D.R.T.C.T., A 28.6448 ACRE TRACT OF LAND
CONVEYED TO R. TED ENLOE BY DEED RECORDED IN VOLUME 6948, PAGE 1618
D.R.T.C.T., THE RIGHT-OF-WAY OF STATE HIGHWAY NO. 26, A 29.896 ACRE TRACT
CONVEYED TO ROBERT W. BRUNSON AND KATHLEEN A. BRUNSON BY DEED
RECORDED IN VOLUME 11114, PAGE 1113 D.R.T.C.T., LOT 8, WATSON ADDITION AS
RECORDED IN VOL. 388-9, PAGE 55 D.R.T.C.T, LOT 7, WATSON ADDITION
CONVEYED TO JIMMY DEAN GREMMINGER BY DEED RECORDED UNDER COUNTY
CLERK'S FILE NO. D 197177651 D.R.T.C.T., A 0.991 ACRES TRACT DESCRIBED IN
AFFIDAVIT RECORDED UNDER COUNTY CLERK'S FILE NO. D198253252 D.R.T.C.T.,
A 463.63 SQUARE FOOT TRACT OF LAND CONVEYED TO THE STATE OF TEXAS BY
DEED RECORDED UNDER COUNTY CLERK'S FILE NO. D197099180 D.R.T.C.T.,
TRACT 5 CONVEYED TO TRIMTY/TARRANT PARTNERS, LTD BY DEED RECORDy
UNDER COUNTY CLERK'S FILE NO. DI 97128889 D.R.T.C.T., TURNER ROAD RIGHT-
OF-WAY, LOT 1, BLOCK I COBBLESTONE VILLAGE ADDITION DESCRIBED IN DEED
RECORDED IN VOLUME 0166, PAGE 51 D.R.T.C.T., TRACT 2 CONVEYED TO
CATHERINE VERBURG BY DEED RECORDED IN VOLUME 11393, PAGE 0691,
D.R.T.C.T., TRACT A CONVEYED TO CAPITOL CONCEPTS PROPERTIES 82-2 BY
DEED RECORDED IN VOLUME 83016, PAGE 2529 D.R.T.C.T., WILDWOOD LANE, A
0.288 ACRE TRACT CONVEYED TO RICHARD E. WALTHER AND WIFE VIOLA E.
WALTHER BY DEED RECORDED IN VOLUME 8287, PAGE 823 D.R.T.C.T., THE
UNITED STATES OF AMERICA CORPS OF ENGINEERS TRACT NO. A-20 RECORDED
IN VOLUME 2397, PAGE 121 D.R.T.C.T. AND THE UNITED STATES OF AMERICA
CORPS OF ENGINEERS TRACT NO. A -22A RECORDED IN VOLUME 2296, PAGE 472
D.R.T.C.T.. BEARINGS ARE NAD -83 GRID, TEXAS NORTH CENTRAL ZONE, BASED
ON GPS OBSERVATIONS OF THE CITY OF GRAPEVINE HORIZONTAL CONTROL
MONUMENTS NO. 1, NO. 2, NO. 5 AND NO. 7. SAID 121.817 ACRE TRACT BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
PAGE I OF 7
1:\SLTR\98220901\SDATA\nF.FNS
December 2, 1998 EXHIBIT A-1
BEGINNING AT CORPS MONUMENT W/ BRASS CAP STAMPED "A 54-1963" FOUND
MARKING THE NORTHWESTERLY INTERIOR CORNER OF SAID 52.254 ACRE -
TRACT, COMMON WITH AN EXTERIOR CORNER OF SAID CORPS TRACT NO. A -2A
AND BEING ON THE APPROXIMATE WEST LINE OF THE SAID G.F. MARTIN
SURVEY, COMMON WITH THE EAST LINE OF THE SAID SAMUEL FREEMAN
SURVEY;
THENCE WITH THE COMMON LINES OF SAID 52.254 ACRE TRACT AND SAID TRACT
NO. A -2A THE FOLLOWING CALLS:
N 00-29'53" W, A DISTANCE OF 574.09 FEET TO A POINT FOR CORNER;
N 28-3 1'45" E, A DISTANCE OF 115.85 FEET TO A POINT FOR CORNER;
N 76-37-11 " E, A DISTANCE OF 168.68 FEET TO A 1/2" IRON ROD FOUND;
S 01 -26'40" E, A DISTANCE OF 468.47 FEET TO A CORPS MONUMENT W/PK
NAIL FOUND;
N 89-43'23" E, A DISTANCE OF 303.81 FEET TO A CORPS MONUMENT W/
BRASS CAP STAMPED "A 49-1963" FOUND;
THENCE S 13 042'55" E, CROSSING SAID TRACT NO. A -2A, A DISTANCE OF 1399.88
FEET TO A CORPS MONUMENT W/ BRASS CAP STAMPED "A 46-1963" FOUND;
THENCE CROSSING SAID CORPS TRACT NO. A -2A AND SAID 28.6448 ACRE TRACT
THE FOLLOWING CALLS:
S 01 °45'51" W, A DISTANCE OF 950.24 FEET TO A POINT FOR CORNER;
S 36-54'57" E, A DISTANCE OF 655.56 FEET TO A POINT FOR CORNER;
S 11 '47'23" W, A DISTANCE OF 128.35 FEET TO A POINT FOR CORNER;
S 13 '24'58" E, A DISTANCE OF 537.43 FEET TO A POINT FOR CORNER;
S 34-07'00" E, A DISTANCE OF 243.33 FEET TO A POINT FOR CORNER;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 600.00 FEET, A
DELTA ANGLE OF 34043'12", A LONG CHORD THAT BEARS S 17-56-33" E, A
DISTANCE OF 358.05 FEET, AN ARC DISTANCE OF 363.59 FEET TO A POINT
FOR CORNER;
PAGE 2 OF 7
1:\SUR\9822090 I\SDATA\TIF.FNS
December 2, 1998
S 00-34-55" E, A DISTANCE OF 221.43 FEET TO A POINT FOR CORNER, -
di - b
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 550.00 FEET, A DELTA
ANGLE OF 46°51'17", A LONG CHORD THAT BEARS S 24'00'34" E, A
DISTANCE OF 437.34 FEET, AN ARC DISTANCE OF 449.77 FEET TO A POINT
FOR CORNER; 1,
S 47 °26'03" E, A DISTANCE OF 48.94 FEET TO A POINT FOR CORNER IN THE
EXISTING RIGHT-OF-WAY OF STATE HIGHWAY NO. 26;
THENCE ON OVER AND ACROSS SAID STATE HIGHWAY NO. 26 THE FOLLOWING
CALLS:
N 42-2 1'05" E, A DISTANCE OF 672.90 FEET TO A POINT FOR CORNER FROM
WHICH A 1/2" CAPPED IRON ROD FOUND MARKED RLG BEARS N 37021'W
23.1 FEET;
S 47'40'50" E, A DISTANCE OF 101.38 FEET TO A POINT FOR CORNER ON THE
SOUTHEAST SIDE OF STATE HIGHWAY NO. 26;
S 42-25-57" W, A DISTANCE OF 1391.77 FEET TO A POINT FOR CORNER ON
THE SOUTHEAST SIDE OF STATE HIGHWAY NO. 26;
N 47°39'07" W, A DISTANCE OF 99.41 FEET TO A POINT FOR CORNER FROM
WHICH A 1/2"CAPPED IRON ROD FOUND MARKED RLG BEARS N 04032'W
31.6 FEET;
N 42'21'05" E, A DISTANCE OF 618.81 FEET TO A POINT FOR CORNER;
THENCE CROSSING SAID 28.6448 ACRE TRACT AND SAID CORPS TRACT NO. A -2A
THE FOLLOWING CALLS:
N 47025'37" W, A DISTANCE OF 49.31 FEET TO A POINT FOR CORNER;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 650.00 FEET, A
DELTA ANGLE OF 46051'14", A LONG CHORD THAT BEARS N 24'00'35" W, A
DISTANCE OF 516.85 FEET, AN ARC DISTANCE OF 531.54 FEET TO A POINT
FOR CORNER;
N 00-34'56" W, A DISTANCE OF 221.43 FEET TO A POINT FOR CORNER;
PAGE 3 OF 7
1:1S M9 822 090 1 �SDATAMFXNS
December 2, 1998
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 500.00 FEET, A DELTA
ANGLE OF 34043'15", A LONG CHORD THAT BEARS N 17°5631" W, A
DISTANCE OF 298.38 FEET, AN ARC DISTANCE OF 303.00 FEET TO A POINT
FOR CORNER;
N 34°48'02" W, A DISTANCE OF 220.63 FEET TO A POINT FOR CORNER;
N 28°38'12" W, A DISTANCE OF 379.27 FEET TO A POINT FOR CORNER;
N 41-59'57" W, A DISTANCE OF 744.79 FEET TO A POINT FOR CORNER;
S 48°00'02" W, A DISTANCE OF 672.45 FEET TO A POINT FOR CORNER;
THENCE S 00°31'49" E, ALSO CROSSING SAID 29.896 ACRE TRACT, A DISTANCE OF
3114.08 FEET A TO A POINT FOR CORNER IN STATE HIGHWAY NO. 26;
THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 2149.19 FEET, A
DELTA ANGLE OF 23 °43'36", A LONG CHORD THAT BEARS S 76°21'54" W, A
DISTANCE OF 883.66 FEET, AN ARC DISTANCE OF 890.00 FEET TO A TO A POINT
FOR CORNER IN STATE HIGHWAY NO. 26;
THENCE S 89023'59" W, A DISTANCE OF 5295.16 FEET A TO A POINT FOR CORNER IN
STATE HIGHWAY NO. 26;
THENCE N 00°26'54" W, DEPARTING SAID HIGHWAY, A DISTANCE OF 347.33 FEET
TO A "X" CUT FOUND MARKING AN INTERIOR CORNER OF SAID 20.566 ACRE
SCHOOL DISTRICT TRACT;
THENCE WITH THE PERIMETER OF SAID 20.566 ACRE SCHOOL DISTRICT TRACT
THE FOLLOWING CALLS:
N 89°37'45" W, COMMON WITH THE NORTH LINE OF LOT 1, BLOCK 1,
DEAN/DAVIS ADDITION RECORDED IN CABINET A, SLIDE 1560 OF THE PLAT
RECORDS OF TARRANT COUNTY, TEXAS (P.R.T.C.T.), A DISTANCE OF 162.71
FEET TO A 1/2" IRON ROD FOUND;
S 00°28'17" E, CONTINUING WITH SAID LOT 1, A DISTANCE OF 32.93 FEET TO
A "X" CUT FOUND;
N 89°37'15" W, CONTINUING WITH SAID LOT 1 A DISTANCE OF 232.96 FEET
TO A 3/4" IRON ROD FOUND;
PAGE 4 OF 7
I:\S UR\9 8220901 \S DATA\TI F.FN S
December 2, 1998
S 04-27'36" E, CONTINUING WITH SAID LOT I A DISTANCE OF 64.08 FEET TO
A "X" CUT FOUND;
N 56-50'58" W, COMMON WITH THE EASTERLY LINE OF THE W.C. LUCAS
ADDITION AS RECORDED IN VOLUME 388-1, PAGE 81 P.R.T.C.T., A DISTANCE
OF 223.21 FEET TO A 1/2" IRON ROD FOUND; I I
N 00-47'04" W, CONTINUING WITH SAID LUCAS ADDITION, A DISTANCE OF
760.42 FEET TO A 5/8" IRON ROD FOUND IN SOUTH LINE OF HILLTOP DRIVE;
N 89-17'22" E, ALONG HILLTOP DRIVE, A DISTANCE OF 50.00 FEET TO A 5/8"
IRON ROD FOUND;
N 00-47'46" W, ALONG HILLTOP DRIVE A DISTANCE OF 112.55 FEET TO A 1/2"
IRON ROD FOUND;
N 89-39'54" E, ALONG HILLTOP DRIVE A DISTANCE OF 100.03 FEET A TO A
POINT FOR CORNER;
N 00-58'54" W, ALONG HILLTOP DRIVE A DISTANCE OF 25.74 FEET A TO A
POINT FOR CORNER IN THE SOUTH LINE OF GRAPEVINE HILLTOP
APARTMENTS, LTD., AS RECORDED IN VOLUME 5319, PAGE 257 D.R.T.C.T.;
N 89-11'14" E, A DISTANCE OF 569.27 FEET TO A P.K. NAIL FOUND MARKING
THE MOST NORTHERLY NORTHEAST CORNER OF SAID SCHOOL DISTRICT
20.566 ACRE TRACT, COMMON WITH AN INTERIOR CORNER OF A 17.113
ACRE TRACT CONVEYED TO JOHN W. VILBIG, III BY DEED RECORDED IN
VOLUME 5219, PAGE 277 D.R.T.C.T.;
S 00-30'07" E, A DISTANCE OF 203.51 FEET A TO A POINT FOR CORNER,
COMMON WITH THE SOUTHWEST CORNER OF A 0.954 ACRE TRACT
CONVEYED TO MARY F. LABRECK BY DEED RECORDED IN VOLUME 4365,
PAGE 732 D.R.T.C.T.;
N 89-16'26" E, ALONG SOUTH LINE OF SAID 0.954 ACRE TRACT, A DISTANCE
OF 211.83 FEET A TO A POINT FOR THE NORTHWEST CORNER OF LOT 1,
BLOCK 1, THE STOREHOUSE ADDITION AS RECORDED IN VOLUME 388-153,
PAGE 89 P.R.T.C.T.;
S 00-40'10" E, ALONG THE WEST LINE OF SAID LOT 1, A DISTANCE OF 193.83
FEET A TO A POINT FOR CORNER;
PAGE 5 OF 7
1:\SUR\98220901\SDATA\TlF.FNS
December 2, 1998
S 89°41'05" E, ALONG THE SOUTH LINE OF SAID LOT 1, A DISTANCE OF
372.80 FEET TO A CAPPED IRON ROD FOUND MARKED AREA;
S 00° 18'32" E, A DISTANCE OF 133.58 FEET TO A CAPPED IRON ROD MARKED
LINDES FOUND MARKING THE NORTHEAST CORNER OF LOT 8, SAID
WATSON ADDITION; ,
THENCE S 00020'27" E, DEPARTING SAID SCHOOL DISTRICT TRACT AND ALONG
THE EAST LINE OF SAID LOT 8, A DISTANCE OF 280.99 FEET TO A CAPPED IRON
ROD MARKED LINDES FOUND MARKING THE NORTHEAST CORNER OF LOT 7,
WATSON ADDITION;
THENCE S 00°22'21" E, ALONG THE EAST LINE OF SAID LOT 7 AND THE EAST LINE
OF SAID 0.991 ACRE TRACT, A DISTANCE OF 170.83 FEET A TO A POINT FOR
CORNER;
THENCE S 88059'06" W, ALONG THE SOUTH LINE OF SAID 0.991 ACRE TRACT,
COMMON WITH THE NORTH LINE OF LOT 1, BLOCK A, BILL MASSY FURNITURE
CO., INC. ADDITION AS RECORDED IN VOLUME 388-158, PAGE 11 P.R.T.C.T., A
DISTANCE OF 368.51 FEET TO A 5/8" IRON ROD FOUND MARKING THE SOUTHWEST
CORNER OF SAID 0.991 ACRE TRACT AND BEING IN THE EAST LINE OF THE GROUP
W CABLE ADDITION AS RECORDED IN VOLUME 399-205, PAGE 62 P.R.T.C.T.;
THENCE N 00052'03" W, ALONG COMMON LINE OF SAID CABLE ADDITION AND
SAID 0.991 ACRE TRACT, A DISTANCE OF 37.53 FEET TO A 1/2" IRON ROD FOUND
MARKING A SOUTHEAST CORNER OF SAID SCHOOL DISTRICT TRACT;
I
THENCE S 89008'55" W, ALONG COMMON LINE OF SAID CABLE ADDITION AND
SAID SCHOOL DISTRICT TRACT, A DISTANCE OF 302.64 FEET TO A 1/2" IRON ROD
FOUND MARKING THE NORTHWEST CORNER OF SAID CABLE ADDITION AND
BEING AN INTERIOR CORNER OF SAID SCHOOL DISTRICT TRACT;
THENCE S 00027'52" E, ALONG THE WEST LINE OF SAID CABLE ADDITION,
COMMON WITH AN EAST LINE OF SAID SCHOOL DISTRICT TRACT, A DISTANCE OF
325.97 FEET TO A POINT IN STATE HIGHWAY NO. 26;
THENCE N 89023'59" E, A DISTANCE OF 5245.15 FEET TO A POINT IN STATE
HIGHWAY NO. 26;
THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 2148.19 FEET, A
DELTA ANGLE OF 20049'45", A LONG CHORD THAT BEARS N 77°48'47" E, A
DISTANCE OF 776.66 FEET, AN ARC DISTANCE OF 780.95 FEET TO A TO A POINT
FOR CORNER IN STATE HIGHWAY NO. 26;
PAGE 6 OF 7
I:\SUR\9822090 I \SDATA\TIF.FNS
December 2, 1998
THENCE N 00°31'49" W, CROSSING SAID 463.63 SQUARE FOOT TRACT, SAID
rs TRINITY/TARRANT PARTNERS, LTD. TRACT 5, TURNER ROAD, SAID LOT 1, BLOCK
1, COBBLESTONE VILLAGE ADDITION, SAID CATHERINE VERBURG TRACT 2, SAID
WILDWOOD LANE, SAID 0.288 ACRE TRACT AND SAID CORPS TRACT NO. A-20, A
DISTANCE OF 3720.54 FEET TO A POINT FOR CORNER;
THENCE N 32008'40" W, A DISTANCE OF 145.44 FEET TO A 5/8" IRON ROD FOUND AT
A POINT OF TANGENT IN THE SOUTHWESTERLY LINE OF SAID 52.254 ACRE
TRACT;
THENCE N 39032'14" W, WITH SAID SOUTHWESTERLY LINE, A DISTANCE OF 580.42
FEET TO A 5/8" IRON ROD FOUND FOR A WEST CORNER OF SAID 52.254 ACRE
TRACT;
THENCE N 03 03750" E, ALONG THE WEST LINE OF SAID 52.254 ACRE TRACT, A
DISTANCE OF 309.48 FEET TO A POINT FOR CORNER;
THENCE N 21019'56" W, CROSSING SAID CORPS TRACT NO. A -22A, A DISTANCE OF
259.51 FEET TO A POINT FOR CORNER;
THENCE N 02 029'54" W, CROSSING SAID CORPS TRACT NO. A -22A, A DISTANCE OF
1156.92 FEET TO A POINT FOR CORNER;
THENCE N 85 056'37" E, A DISTANCE OF 503.69 FEET TO THE POINT OF BEGINNING,
AND CONTAINING 121.817 ACRES OF LAND, MORE OR LESS.
DATE OF SURVEY: SEPTEMBER -NOVEMBER 1998
%C.SNI su-
PAGE 7 OF 7
1:\SUR\98220901\SDATA\nF.FNS
December 2, 1998
t>�
I
3gt�,
CALLED 20.54: ACRES
CRM'EYK-COLLETWI.IE
OCEPMNT SO4M DESTFjCT
C.C. NO.- 0[9&90521
0R T C.T.
W.C. LUCAS ADDITION
PLAT RECORD VOL. 385-4 PG mi
P.R.T.C.T.
L49
Crw iDai I
RAT }MTrypy�y L47
13.AT.L mt[
LAI _
m"O RAS AUIIES
Aa« F. KS4 T
LOT t-OAiGf. IT
CA,.AlO A. I SACALS
vt,clT-TT/cTciMAMT�
I
tPM LTD.
3
OXTLT.
• _ Y '
5
CATNtRVEABLM
K
M. L313. MOOS 6
N 76'37'11'E
, CALLED aril ACRES
LOT L.00s A
atl WSxT
.
AOdiON
32
1AK1 I
103
L44
YAAT F'LtSQCA
S0.. t3Ay M13i
atitt�r.�
T
1
Sz I �g
g=I`
i
I
i
(
i
i
t
e�
1
t
g'Io
SSI
JE
E�L
CALLED SWE a
cc -- O
I
1
1
I
I
i
L AV NT " wKw tcER
cc NG- w"InST
QATLT.
uLLEn D.sS+oKT
R.LLNN a soots t
CC E.
MA4T� TON
OlLtGr.
CITY d DRAPL1W
,-I C0. M TETA$
9
COURSE TABLE
LINE No. BEARING DISTANCE
ttas�Ktttttt�t�
COURSE TABLE
LINE No. BEARING DISTANCE
I
CURVE No
CA,.AlO A. I SACALS
vt,clT-TT/cTciMAMT�
I
tPM LTD.
3
OXTLT.
4
5
CATNtRVEABLM
K
M. L313. MOOS 6
N 76'37'11'E
168.68'
32
1AK1 I
S OI'26140'E
468.47'
LAC�lt:S !
r,6
5
ltU
_ r
gq�
TRACT A 11
✓j] f4
y
nAii lUK2 L
i) �b ��
8
CA.R0. COiR.TS
nvEATEs az•[
TAACi S
tl
36
Y0..t�iLK.2S77
S 36'54'51'E
,% tE
..
L51
ttas�Ktttttt�t�
COURSE TABLE
LINE No. BEARING DISTANCE
I
N 00'29'53'W
574.09'
V0.. m+..Git3I
OJLt Lt.S
30
2
N 28'31'45'E
85.85'
31
3
N 76'37'11'E
168.68'
32
4
S OI'26140'E
468.47'
33
5
N 89'43'23'E
303.81'
34
6
S 13'42'55'E
1399.88'
35
7
S 01'45'51'W
950.24'
36
8
S 36'54'51'E
655.56'
37
-9
S 11'47'23'W
128.35'
38
X 10
S 13'24'58'E
S37.43'_.,._+,-.-
39
�T 8
S 34'07'00'E
243.33' I-
40
12
S 00'34'55'E
221.43'=gx
41
13
S 47'26'03'E
48.94' gats
42
14
N 42'21'05'E
672.90' 2"
43
15
S 47'40'50'E
101.38'_-=
44
16
S 42'25'57'W
1391.77' 7-h
45
17
N 47'39'07'W
99.41'46
18
N 42'21'05'E
618.81' iN
47
19
N 47'25'37'W
49.31'
48
20
N 00'34'56'W
221.43'
49
21
N 34'48'02'W
220.63' 1
50
22
N 28'38'12'W
379.27'
51
23
N 41'59'57'W
744.79'
52
24
S 48'00'02'W
672.45' I
53
25
S 00'31'49'E
384.08'
54
26
S 89'23'59'W
5295.16' I
55
27
N 00'26'54'W
347.33'
56
28
N 89'37'45'W
162.71' ,
57
29
S 00'28'17'E
32.93' i
1
CURVE TABLE
RADIUS ARC LENGTH
DELTA
600.00'
363.59' ,
34'43'12'
550.00'
449.77';
46'51'17'
650.00'
531.54'
46' 51'14'
500.00'
303.00' '
34'43'15'
2149.19'
890.00'
23'43'36'
2148,19'
780.95' 1
20'49'45'
CKLEO 4J35 AUK tRACJ
CALLED unt ACRES
Muia E,SK i>EA awu
-
NOSCAT .Ll. It - -
N'y�y�TT"��T'yyE,, .tG" It lTK pijy auOF FERTA"
VCLi E.FKiNUI I I 6!1.71.7.
Fa.aa
VOL.
pj%TRtLr. .aCALLED 44 AUK TRACT ' :
!
�C, i
[TR.tCT Mo. l•Ciil
S0.. [1%..'C. iT[
M
A TLtAtCYYTY'aurW I
6T.
Y0.Ti TGR
,,
I �. .-_L54Jr'6 �...�..
�.. �.
LWO STATES OF YIEAKA • • `
COAs Or [IOEEAS
'Ta T
10..�T1�K0
/ A 9•i S�A'i CPOI �N i' S'biT�niCt
Mo 5724 T
Rum WALL sT. '-_
CALLED PS.tSt ACRESi
IITW LEEN LtTRMONtL-19
_
u (MLD STATES ? IEAS
I za
V0.. m+..Git3I
OJLt Lt.S
Cars Oi [TA.VtE/T3
i BRACT Nu l•TAt
..
imj:,-,1.201
C4
N 89'37'15'W
S 04'27'36'E
N 561501581W
N 00' 47'04'W
N 89'17'22'E
N 00'47'46'W
N 89'39'54'E
N 00'58'54'W
N 8918141
S 00'30'07'E
N 69'16'26'E
S 00'40'10'E
S 89'41'05'E
S 00'18'32'E
S 00'20'27'E
S 00.22'21'E
S 88'59106'W
N 00'52'03'W
S 891081551W
S 00'2T'52'E
N 89'23'59'E
N 00'31'49'W
N 32'08'40'W
N 39'321141W
N 03'37'50'E
N 21'19'56'W
N 02'29'54'E
N 85'56'37'E
CHORD
358.05'
437.34'
516.85'
298.38'
683.66'
776.66'
PONT OF
9EGINNTNG
_ BAJA DEYELOPEWNT CORP -
\, CALLED 52.254 ACRE TRACT
\
VOL. PC 0931 - ..
'\ DJLT.C.T.
T6 AREA t t2 "i -Arms i
/•• tNttD STATES K AtAi
p .O SWV�
y FOL. TT1SL, M KT
OJ f GT.
tNTEO STATES OE AiEACA
Cert O CN EAS
VAACT -1-2Al
S0.. MTS K KS
OJT.i.Ct.
L13 i \N� - a Tm [Ka
CALLED Eta.[ AUK TRACT
�� K� FDL. aTAt . KK
i,�-.! i LT,
wa��tars ot
tiAAOi M. A-SAt
VOL. 2PlC. 1G. RJ
OAi i.
232.96'
64.08'
223.21'
760.42'
50.00'
112.55'
100.03'
25.74'
569.27'
203.51'
28.83'
193.83'
372.80'
133.58'
280.99'
170,83'
368.51'
37.53'
302.64'
325.97'
5245.15'
3720.54'
145.44'
580.42'
309.48'
259.51,
1156.92'
503.69'
CHORD BEARING
S 17'56'33'E
S 24'00'34'E
N 24'00'35'W
N IT'56'31'W
S 76' I'S4'W
N 77'4'47'E
S �LE,L EE+A n TWvET
�. ��+Ei+Et I� X15
AST$f RAOT M. 2Z
'" (��DW. TIF DISTRICT BOUNDARY EXHIBIT
CITY OF GRAPEVINE •
TARRANT COUNTY, TEXAS ..Ttt -
EXHIB
REINVESTMENT ZONE
149-71 L41
VOL 3 Lu�
PATX-T.C.T.
1
ga'w`
'E
(
1
1
1
1
I
I
L47
CALLED 20.566 ACRES
1
GRAPEVINE-COLLEMLE
WEPENDENT SCHOOL DISTRICT
M
C.C. N0.- Dt9Bt90S2t
_
it
0DAYX.T.
W.C. LUCAS ADDITION
TRACT s 11 d
PIAT RECORD VOL. SBC•I PO CI
1
PJt.TX-T.
,
Y •
1 �.
L43
j
D�tROCC:�_
L35 DRAPEV.
i -I" L36
149-71 L41
VOL 3 Lu�
PATX-T.C.T.
1
ga'w`
'E
(
1
1
1
1
I
I
L47
J
':LEO "J3 ACR.ES
.Ja«
DELTA
1
M
Ai
T.;"L
358.05'
TRACT s 11 d
I -
449.77'
46'51'17'
,
tuLED"'S1 ACRES
BEARING
L43
YMT I. L'aft"
VO" .36L Kra
LINE No.
L44
DJLT.C.T.
1
N 00'29'53'W
LOT L ROCK i
It, STOWHOUSE AM
5
.ATSONAWT_
M0.. 311•f. PO. SS
M0..31\-03. PQ
PJLIX
PAT,C.T.
2
AWT DEAN cRE1w,E11
OAt.C.T.
CALLED 0.111 ACRES
31
RLLW1 LLW1N. SCRUCCS \
L SCAUOCS NNISM
CC Ma: a042su"
OAT.ET.
N 76'37'11'E
N
J
C5
CRY O ORAIKVNE
TARRAM CONTT.TEKAS
CALLEO L11 ACRES
TRACT s
TR04TT/TMRAJR PMt1fRS, LTO.
tc Ra•
OAT.1-TtT.
CATHEAPC V"0-*'
VOL1323. m 9
DAT C.T.
CB
J
COURSE TABLE
DELTA
1/d
1
swel
1
34'43'12'
358.05'
TRACT s 11 d
550.00'
CURVE No.
RADIUS
COURSE TABLE
DELTA
CHORD
1
COURSE TABLE
1
34'43'12'
358.05'
2
550.00'
449.77'
46'51'17'
ri
�Iitf
LINE No.
BEARING
DISTANCE
46'51'14'
LINE No.
BEARING
500.00'
1
N 00'29'53'W
574.09'
5
30
N 89'37161W
23'43'36'
2
N 28'31'45'E
115.85'
780 95'
31
S 04'27'36'E
3
N 76'37'11'E
168.68'
1132
N 56'50'58'W
1
4
S 01'26'40'E
468.47'
33
N 00'47'04'W
5
N 89'43'23'E
303.81'
34
N 89'17'22'E
6
S 13'42'55'E
1399.88'
35
N 00'47'46'W
7
S 01'45'51'W
950.24'
36
N 89'39'54'E
8
S 36'54'57'E
655.56'
37
N 00'58'54'W
9
S II'47'23'W
128.35'
38
N 89'11'14'E
_ 10
S 13'24'58'E
537.43',,,,,
39
S 00'30'07'E
A°:'i°ra°,4
S 34'000'E6
243.33'
1.
40
N 89'16'26'E
12
S 00'34'55'E
221.43'
41
S 00'40'10'E
13
S 47'26'03'E
48.94'
VPA"
42
S 89'41'05'E
14
N 42*21'051
672.90'
!ig'}-
43
S 00'18'32'E
15
S 47'40'50'E
101.38'=�LLs
44
S 00'20'27'E
16
S 42'25'57'W
1391.77'
<
45
S 00'22'21'E
17
N 47'39'07'W
99.41'
"h
46
S 88'59'06'W
18
N 42'21'05'E
618.81'
1
47
N 00'52'03'W
19
N 47'25'3T'W
49.31'
i
48
S 89'081551W
20
N 00'34'56'W
221.43'
49
S 00'27'52'E
21
N 34'48'02'W
220.63'
1
50
N 89'23'59'E
22
N 28'38'12'W
379.27'
51
N 00'31'49'W
23
N 41'59'5T4/
744.79'
52
N 32'08'40'W
24
S 48'00'02'W .,
672.45'
1
53
N 39'32'14'W
25
S 00'31'49'E
3114.08'
54
N 03'37'50'E
26
S 89'23'59'W
5295.16'
1
55
N 21'19'56'1
27
N 00'26'54'W
347.33'
i
56
N 02'29'54'E
28
N 89'37'45'W
162.71-
57
N 85'56'37'E
29
S 00'28'17'E
32.93'
1
CURVE TABLE
CURVE No.
RADIUS
ARC LENGTH
DELTA
CHORD
1
600.00'
363.59'
34'43'12'
358.05'
2
550.00'
449.77'
46'51'17'
437.34'
3
650.00'
531.54'
46'51'14'
516.85'
4
500.00'
303.00'
34'43'15'
298.38'
5
2149.19'
890.00"
23'43'36'
883.66'
6
2148.19'
780 95'
1 20'49'45'
776 66'
L51
RUTH WALL ST. -' -0 - : -
�
CALLED 1335 AM tRACTI
I �$
_ GLLEO 021\ 1CAES
RKIWaa,,ID L.AL TNEi1 aW
(� ~'Y0.
ROBERT lVM TL -T
Mia BDNC 6M r TL U EO STATES OF AWRCA
J Mbl.. 7QS. qiS 1 CONS OF ENGWERS
(
.. 12tTE'P4R3MN
ORT,O,T.
-7
DATLT,
RRACT Na A-
CALLED Lt ACRE TRACT
I I
! !/ 1
VOL ML M 412
OAT.L.T.
A TEUS COS CpsMATgN
L - MR•`oxT<Tcic
I
L54-/
L55
WTED STATES K AIERCA
�••�••�••"
'�. PONT OF
tan a ENcxERs
LTRAti Aq a-201
M0..S311 PG 41 �-
A F l ORAgO SUq Y - SAMU
.n�M NNtNG
J
igFENAN 5 RVET
RUTH WALL ST. -' -0 - : -
�
CALLED 21.1]1 ACRES
I �$
ROBERT .. BRIAf3pN
RA7 N O�A<MSOM
;F
E11TED STATES O< ASRIBCA
1 v 1
OAi.t.i.
ya<< COWS OF E1.C.4ERS
(TRADr No. a -2u
..K. PAYNfT SURVEY * i < VOL.20M M163
ABSiRAC NO. R1 pA,T.C.T.
MRaL•A. �TO�EL\",'w Ici
O.RT.CT.
..a-••-'
10
/1 fn 1 C4
2 .
L13; 1
DISTANCE
232.96'
64.08'
223.21'
760.42'
50.00'
112.55'
100.03'
25.74'
569.27'
203.51'
211.83'
193.83'
372.80'
133.58'
280.99'
170.83'
368.51'
37.53'
302.64'
325.97'
5245.15'
3720.54'
145.44'
580.42'
309.48'
259.51'
1156.92'
503.69'
CHORD BEARING
S 17'56'33'E
S 24'00'34'E
N 24'00'35'W
N 17'56'31'W
S 7' '21'54'W
N 77 48'47'E
%.BTS1'RAti No. 14 �' A_r' RACT No_f. L1 S UEL FRCS N SUUaR EY
BAJA DEVELOPEIENT CORP „� _ LT 'AB °stRiCi N t:T
CALLED S2.2S4 ACRE TRACT
VOL.Ir236.PC 093? -
�.,` O.R.T.C.T. i
1
Ti AREA .121 BE�7%'AC�RES �'
i• 1
LOOTED STATES RS OF A1[J1U
p COO. E/CNEERs
V (TRACT I A•EAJ
VOL. 20M PC. 43 i
OAT.C.T.
104110 STATES O< AYEpCA
OWS V EMEJfER1
TTRAGT C 1-0. A•2
VOL. EDM S33
DAT _I.
R TED DCOE
CALL[MD MN/1 ACRE TRACT
OL.
D.R.t.CT.
-
&3?0W-
.:_
- --
TIF DISTRICT BOUNDARY EXHIBIT
CITY OF GRAPEVINE
TARRANT COUNTY, TEXAS
MRaL•A. �TO�EL\",'w Ici
O.RT.CT.
-
&3?0W-
.:_
- --
TIF DISTRICT BOUNDARY EXHIBIT
CITY OF GRAPEVINE
TARRANT COUNTY, TEXAS
E y
HI
to
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EXHIBIT Q
LIST OF PUBLIC AND SECTION 380 IMPROVEMENT
Public Improvements
Roadways A, B, & C
Bridge included in Roadway A
Intersection Improvements, including traffic signals, at the Roadway A / SH 26
Intersection.
Utility Facilities including water and wastewater lines, lift station, and associated
facilities and appurtenances constructed in association with Roadways A, B & C..
Section 380 Improvements
Mass Grading of the Hotel Site
Roadway D, Excluding the Elevated Hotel Entry Drive
Water and Wastewater Lines with Associated Appurtenances Constructed on
Hotel Site including:
12" Water Line Looping the Site
8" Crossing Water Line Between Hotel & Support Bldg
Fire Hydrants & Leads
Fire Lines up to the Buildings
Wastewater Lines & Manholes Serving the Site
Public Parking Facilities consisting of :
one (1) parking garage located beneath the Convention Center
one (1) surface parking lot located north of the Hotel
The Portion of the Convention Center that lies on Corps Land
0:\stan\gaylord\agreemnt\exhibitC—rev-8-6-01
I
PROJECT BUDGET OF PUBLIC AND SECTION 380
IMPROVEMENTS
PUBLIC IMPROVEMENTS
Gaylord Trail with Bridge
Roadway C
16" Water Line
Ruth Wall Street
Water and Wastewater Facilities
Total
SECTION 380 IMPROVEMENTS
$ 7,241,533
$ 13,798,695
Parking Garage / Convention Center $ 14,087,367
North Parking Lot
Water and Wastewater Lines
Storm Drainage Lines
Roadway D
TOTALFUNDS
TIF FUNDS
ADDITIONAL FUNDS
$ 27,886,062
$ 27,500,000
$ 386,062
0:\STAN\GAYLORD\AGREEMNT\EXHIBITD-REV8-6-01
RESOLUTION NO. 2001-29
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS ESTABLISHING COMPREHENSIVE
POLICY STATEMENTS ON LOCAL ECONOMIC
DEVELOPMENT AND BUSINESS INCENTIVES AND
PROVIDING AN EFFECTIVE DATE I
WHEREAS, Texas Local Government Code, Chapter 380 provides that a
governing body of a municipality may establish and provide for the administration of one
or more programs, including programs for the making of loans and grants of public
money and providing personnel and services of the municipality, to promote state or
local economic development and to stimulate business and commercial activity in the
municipality; and
WHEREAS, the Grapevine City Council wishes to establish an incentive program
under Texas Local Government Code, Chapter 380 to provide a program that will
encourage a company to locate within the' City and construct a "Destination Hotel and
Convention Center"; and
WHEREAS, guidelines for the new business incentives are outlined in Exhibit "A"
attached; and
WHEREAS, the incentives provide a procedure and method by which public
improvements can be built utilizing expedited and concurrent bidding and construction
procedures concurrently and simultaneously with construction of a "Destination Hotel
and Convention Center". I
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
Section 1. That ail matters stated in the preamble are found to be true and
correct and are herein incorporated into the body of this resolution as if copied in their
entirety.
Section 2. That the City Council hereby approves the Policy Statement on
local economic development and business incentives attached hereto and labeled
Exhibit "A".
Section 3. That this resolution shall become effective immediately from and
after its passage and approval by the City Council.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 5th day of June, 2001.
APPROVED:
ell,
William D. -Tate;
Mayor
ATTEST:
C4 7)
4oC. �Brown�
A��,sistant City Secretary
APPROVED AS TO FORM:
John F. Boyle, Jr.���
City Attorney
RES. NO. 2001-29 2
EXHIBIT TO awl -y
EXHIBIT A Page —L-- of.�.
Chapter 380, Texas Local Government Code
CITY OF GRAPEVINE POLICY STATEMNT
ON LOCAL ECONOMIC DEVELOPMENT
BUSINESS INCENTIVES FOR EXPEDITED
AND CONCURRENT BIDDING AND
CONSTRUCTION PROCEDURES
The City of Grapevine is committed to the promotion of quality development and
expansion of its existing business base. The City Council wishes to create an economic
development policy program by creating incentives to remain competitive in the
marketplace, as well as retain or increase high value inventories and acquire and install
new equipment and other personal property in the City. Pursuant to this facet of the
City's incentive package, the City of Grapevine will, on a case by case basis, give
consideration to providing economic incentives to those corporate citizens meeting the
guidelines contained in this document. It is the policy of the City of Grapevine that said
consideration will be provided in accordance with the guidelines, criteria, and procedures
outlined in this document. Nothing herein shall imply that the City is under any
obligation to provide economic incentives to any requestor. Nothing herein shall prohibit
the City Council from waiving or modifying the criteria to further the objectives of this
policy.
A. Threshold Requirements To Be Eligible for Expedited and Concurrent Bidding
and C onstniction Procedures
1. Conditions and Requirements
a) Any request for Expedited and Concurrent Bidding and
Construction Procedure shall be reviewed by the City Council. All
requests will be analyzed to determine the total revenue stream
generated by the company, job creation, projected tourism, ad
valorem, sales, liquor, franchise, and hotel taxes and cost of
providing municipal services to the company's business.
b) The threshold for consideration of granting Expedited and
Concurrent Bidding and Constriction Procedure is an agreement to
constrict a 1,500 room major project hotel and a convention center
containing at least 350,000 square feet.(the Project, including both
Public and Private improvements.)
EXHIBIT TO 4---ea,�� r►.
Page of
c) The Applicant shall own the Project or have a new or renewable
lease for a minimum of twenty (20) year term for a Project located
in Grapevine.
B. Basic Principles of Expedited and Concurrent Bidding and Constriction
Procedures f
In the event the applicant meets the threshold requirements and the City Council, solely at
its discretion, approves the Project, the program, which shall be incorporated into an Agreement
between Applicant and the City, shall include the following minimum requirements.
1. City shall review and approve all constriction plans, public and private,
for compliance with appropriate City, State and Federal ordinances,
resolutions, laws, and riles.
2. Applicant shall provide a construction schedule indicating the
commencement and completion of the Project.
3. All contract documents between Applicant and its General Contractor for
proposed Public Improvements shall be reviewed and approved by the
City.
4. City shall review and be satisfied with insurance requirements which name
City as additional insured and indemnities received from both the
applicant and the general contractor.
h
5. City shall review and approve amount of the bid for Public Improvements
and the contract or contracts for the Public Improvements..
6. City shall review and approve all bonding requirements, including
performance, payment, and maintenance bonds or any proposed
alternatives. City Attorney for City may request and receive a legal
opinion from acceptable Texas counsel that the alternative form of
insurance is customary and acceptable in the trade; that any alternative
form of insurance in lieu of statutory Bonds are valid and provide at least
the same protection for the City as the statutory performance, payment and
maintenance bonds.
7. Both the City's regular Building Inspector and the City's special
hotel/convention center Inspector shall review and approve all phases and
aspects of constriction of the Public Improvements.
2
EXHIBIT iQ &&Do 9
?a3e of
8. All requests for payment from the tax increment financing fund (TIF
Funds) of the City and change orders shall be reviewed and approved by
the City.
9. City shall be satisfied with the requirements i for as-builts, plans, lien
releases and certifications as to payment of all subcontractors and
materialmen as a condition for final payment for the Public Improvements.
10. City shall review the Project and be satisfied that all requirements of the
contract documents have been satisfied as a condition for final payment
and acceptance of the Project.
11. Applicant's general contractor and City shall meet on site on a regular
basis to review constriction status of Project.
12. The parties shall develop an acceptable written procedure for
communicating with Corps of Engineers.
13. City management, finance director and director of public works may
impose additional reasonable requirements to be included within the
Agreement to insure timely completion within the date of scheduled
completion and within the budget.
3
CONSTRUCTION DEVELOPMENT AGREEMENT
61111011"AMENDMENT#1
THIS CONSTRUCTION DEVELOPMENT AGREEMENT (this "Agreement') is made
as of , 2001 (the "Effective Date") by and between: (i) OPRYLAND HOTEL -
TEXAS LIMITED PARTNERSHIP, a Delaware limited partnership ("Developer") and (ii) THE
CITY OF GRAPEVINE, TEXAS (the "City"). The Developer and the City are referred to herein
individually as a "Party" and collectively as the "Parties"), based upon the following Recitals.
RECITALS:
A. The Developer owns or leases certain parcels of real property containing
approximately 53 acres of land located in the City of Grapevine, Texas, as more particularly
described on Exhibit A attached hereto and made a part hereof (the "Project Parcel").
B. The Developer intends to construct upon the Project Parcel a 1,500 room destination
convention center hotel with approximately 400,000 square feet of convention, meeting room and
banquet facilities, parking facilities and related amenities (the "Project'). A conceptual site plan
showing the proposed configuration of the Project and certain other improvements to be developed
upon the Project Parcel is attached hereto and made a part hereof as Exhibit B (as the same may be
modified from time to time, the "Site Plan").
C. In connection with the development of the Project, the City has agreed to cause to be
constructed certain Infrastructure Improvements (defined below), including construction of certain
roads, utility facilities, parking facilities, and landscaping upon the Project Parcel, all as more
particularly set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the foregoing Recitals and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the
Parties hereto hereby agree as follows:
Section 1. Recitals Incorporated. The Recitals set forth above are incorporated into this
Agreement and shall be deemed terms and provisions hereof, the same as if fully set forth in this
Section 1.
Section 2. Certain Defined Terms. As used herein, the following terms shall have the
respective meanings indicated below.
"Affiliate" means, with respect to any Person: (i) a parent, spouse, child or sibling of
such Person, or a trust, the primary beneficiary(ies) of which is such Person and/or the
spouse, parents, siblings and/or children of such Person, and (ii) any other Person which
controls, is controlled by or is under common control with the Person in question.
"Applicable Laws" means all laws, ordinances, orders, rules, regulations,
requirements or judicial decisions of any Governmental Authority which is at any time
applicable to the Project Parcel or any of the Parties, including (without limitation)
Environmental Laws. Such laws, ordinance, orders, rules, regulations shall include, without
limitation, any of those which relate to zoning, land use, subdivision, public health, public
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safety, environmental protection, accessibility, the removal of architectural barriers and the
existence or removal of any Hazardous Materials.
"Bridge" means the bridge serving the main access road, Roadway A, for the Project,
as depicted on the Site Plan.
"Budget" means the proposed budget for the Infrastructure Improvements, a current
copy of which is attached as Exhibit hereto, subject to modification from time to time by
the Parties, with the Consent of the Parties and subject to Applicable Laws.
"City" means the City of Grapevine, Texas, and all divisions, departments and
agencies thereof.
"Consent" means the prior written consent or approval of a Person to a thing or other
action proposed by another Person, or the act of granting consent or approval to such thing or
action, as the context may require. Reference to a requirement for the Consent of any Person
shall require the commercially reasonable judgment of such Person and shall require that
such Person shall not unreasonably withhold, delay or condition the Consent.
"Costs" means all reasonable out-of-pocket costs, expenses, fees and charges
incurred or paid by a Person in performing obligations or exercising rights hereunder. When
either Parry (or its Affiliates) performs Work on behalf of another Party hereto and is entitled
to reimbursement for such Work, the "Costs" subject to reimbursement shall also include a
reasonable allocation of the overhead and administrative expenses of the Parry entitled to
reimbursement.
"County" means Tarrant County, Texas, and all divisions, departments and agencies
thereof.
"Designated Representative" means the individual(s) designated by each Party
hereto, in writing, to represent such Parry in connection with all Consents, approvals and
other discretionary matters under this Agreement. Until further notice from the Developer to
the City, the Designated Representative(s) of the Developer shall be John Edwards and Pete
Cesari. Until further notice from the City to the Developer, the Designated Representative(s)
of the City shall be Scott Williams and Bruno Rumbelow.
"Environmental Hazard" means the discovery in or upon the Project Parcel or any
other applicable property of any Hazardous Material in violation of any Applicable Law,
order or regulation.
"Environmental Laws" means all current and future federal, state and local statutes,
regulations, ordinances and rules relating to (1) the emission, discharge, release or threatened
release of a Hazardous Material into the air, surface water, groundwater or land; (2) the
manufacturing, processing, use, generation, treatment, storage, disposal, transportation,
handling, removal, remediation or investigation of a Hazardous Material; or (3) the protection
of human health, safety or the indoor or outdoor environmental, including without limitation,
the Clean Air Act, the Federal Water Pollution Control Act, the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response, Compensation and Liability
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BM Act, the Occupational Safety and Health Act, all amendments thereto, all regulations
` promulgated thereunder, and their state, county and local statutory and regulatory
counterparts.
"Force Majeure" means strikes, condemnation, riots, insurrections, war, fire and
other casualties, floods and acts of God, extraordinarily inclement weather not reasonably
foreseeable by the Person responsible for a particular action, general unavailability of labor
and/or materials, inability to obtain required Permits (except as a consequence of matters
within the control of the Person responsible for a particular action) and other matters beyond
the reasonable control of the Person responsible for a particular action; provided, however,
that Force Majeure shall not include delays or interruptions resulting from the financial
inability or lack of funds of the Person responsible for a particular action. Except as
expressly provided herein to the contrary, whenever performance of any obligation or
undertaking is required of any Party hereunder, then the time for performance as herein
specified shall be extended by the time of the delay or interruption caused by Force Majeure;
provided, however, that Force Majeure shall excuse performance of a particular undertaking
or obligation arising hereunder only for so long as the Person responsible for such
undertaking or performance is actually delayed by such Force Majeure and uses all
commercially reasonable efforts to minimize the delay or interruption caused by such Force
Majeure; and provided further that Force Majeure shall not excuse any Party from the prompt
payment of any monies required by this or Agreement or extend the time for such payment.
"Governmental Authority" means any federal, state, municipal or local
"a governmental authority, agency or board or any division or agency thereof having
jurisdiction over the Project Parcel or any aspect thereof, including (without limitation) the
City, the County, the State, the U.S. Army Corps of Engineers and the Texas Natural
Resources Conservation Commission.
"Governmental Requirements" means those Applicable Laws which relate to the
development, construction, occupancy or use of any portion of the Project Parcel or any other
applicable property.
"Hazardous Material" means any solid, liquid or gaseous substance, chemical,
compound, project, by-product, waste or material that is or becomes regulated, defined or
designated by any applicable federal, state or local governmental authority or by any
Environmental Law as hazardous, extremely hazardous, imminently hazardous, dangerous or
toxic, or as a pollutant or contaminant, and shall include, without limitation, asbestos,
polychlorinated biphenyls, and oil, petroleum, petroleum products and petroleum by-
products. Underground storage tanks that are regulated under any Environmental Laws also
shall be deemed to be "Hazardous Materials" hereunder.
"Infrastructure Improvements" means the publicly funded Infrastructure
Improvements comprised of Public Improvements being constructed by the City and Section
380 Improvements being constructed by Developer as part of the Project, described in
Exhibit D attached hereto.
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"Landscaping Improvements" means the customary seeding and sod installed by
the City in connection with the Roadways, as set forth in Exhibit D hereto.
"Parking Facilities" means the Convention Center parking garage, the north surface
parking lot, and related facilities to be constructed by Developer as Section 380
Improvements, identified in Exhibit D, attached hereto.
"Permits" means any and all permits, licenses, approvals, certificates of use and/or
occupancy, authorizations, variances and consents of or from any Governmental Authority
and required by Governmental Requirements.
"Person" means any natural person, corporation, partnership, limited liability
company, trust, firm, association or other recognized entity.
"Plans and Specifications" means, with respect to any particular aspect of the Public
Improvements Work and Section 380 Improvements Work, the plans and specifications for
such Work, as approved by the Parties pursuant to this Agreement.
"Project" means the construction and development of the hotel and convention
center and related improvements on the Project Parcel as contemplated in this Agreement,
including (without limitation) the Infrastructure Improvements Work.
"Project Schedule" means the current updated Project Schedule for the Project,
including the Public Improvements Work and Section 380 Improvements Work, as set forth
in Exhibit E.
"Public Improvements" means those Infrastructure Improvements bid, contracted
for and constructed solely by the City in the course of normal operations, described in Exhibit
D, attached hereto.
"Public Improvements Work" means the Work and other undertakings to be
performed by the City in constructing (or causing to be constructed) the Public Improvements
in accordance with this Agreement.
"Redevelopment Agreement" means the Redevelopment Agreement between the
City and the Developer, dated as of 32001.
"Roadways" means the roadways to be constructed upon the Project Parcel by the
City, as generally depicted on the Site Plan and described in Exhibit D attached hereto,
including the related drainage systems, roadway embankment, traffic signals, sidewalks, hike
and bike trails, box culverts and related roadway lighting.
"State" means the State of Texas and all divisions, departments and agencies thereof.
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rd
"Section 380 Improvements" means those Infrastructure Improvements authorized
Mliffl as part of an Economic Development Program established by the City Council under Section
380 of the Texas Local Government Code, as described in Exhibit D, attached hereto.
"Section 380 Improvements Work" means the Work and other undertakings to be
performed by the Developer in constructing (or causing to be constructed) the Section 380
Improvements in accordance with this Agreement.
"TIF Financing" means the proceeds of the Financing Plan undertaken by the City,
pursuant to the Redevelopment Agreement between the City and the Developer, dated as of
, 2002.
"Utility Facilities" means the water and wastewater lines and associated facilities or
appurtenances to be constructed and installed by the City as Public Improvements and by
Developer as Section 380 Improvements, described in Exhibit D attached hereto.
"Work" means any material construction, demolition, grading, installation of utilities
and other physical appurtenances or other similar activities on or about the Project Parcel
pursuant to this Agreement.
Section 3. Infrastructure Improvements Work. The City shall perform, or cause to be
performed the Public Improvements Work, in accordance with the Project Elements described in
Exhibit D attached hereto, and other undertakings on and affecting the Project Parcel all in
accordance with the approved Plans and substantially in accordance with the Project Schedule. The
Developer shall perform, or cause to be performed the Section 380 Improvements Work, in
accordance with the Project Elements described in Exhibit D attached hereto, and other undertakings
on and affecting the Project Parcel all in accordance with the approved Plans and substantially in
accordance with the Project Schedule.
(a) Public Improvements. With respect to the Public Improvements to be
completed by the City, the Work related to the Public Improvements shall be managed by the
Developer, in accordance with Section 4. The City shall contract directly with the parties
completing the Public Improvements. The City and the Developer shall be responsible for
insuring completion of the Infrastructure Improvements, in accordance with the Budget and
the Project Schedule.
In the event that the City shall not have commenced construction of the Public
Improvements in accordance with the Project Schedule or if the City commences the Public
Improvements but thereafter fails to prosecute the completion thereof diligently, subject in
each case to Force Majeure, then, to the extent Developer determines that the City's failure
to prosecute the Work will result in a material delay in the Project Schedule, the Developer,
following written notice to the City, shall have the right (but not the obligation) to enter upon
the Project Parcel and to undertake such portions of the Public Improvements as determined
by the Developer as necessary to complete the Public Improvements. In the event that the
Developer shall so elect to undertake any portion of the Public Improvements, then the
Developer shall provide at least thirty (30) days' prior written notice to the City of its intent
to undertake the Public Improvements on the City's behalf and thereafter shall have the right
to proceed with such Work unless the City, on or prior to expiration of said thirty (30) day
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period, shall commence or recommence (as the case may be) and thereafter continue the
diligent prosecution of the completion of the Public Improvements in a manner reasonably
satisfactory to the Developer to avoid a delay in the Project Schedule. Performance of the
Public Improvements or any portion thereof by the Developer pursuant to this Section shall
not relieve the City of its obligation to pay for such Work, and the City shall reimburse the
Developer from the TIF Financing for all Costs so incurred by the Developer within ten (10)
days of the Developer's demand (together with invoices or other reasonable supporting
documentation).
(b) Section 380 Improvements. With respect to completion of the Section 380
Improvements, the Developer shall be primarily responsible for managing the Work related
to the Section 380 Improvements, pursuant to Section 4. The Contract and bid proposal for
the Section 380 Improvements shall be coordinated directly through the Developer, subject to
approval by the City and compliance with Applicable Laws. The Developer shall be
responsible for scheduling the Work related to the Section 380 Improvements and managing
the Work to insure completion of the Section 380 Improvements, in accordance with the
Budget and the Project Schedule. The Developer and the City shall cooperate together, in
good faith, to insure completion of the Section 380 Improvements, in accordance with the
Project Schedule.
Section 4. Construction Management. The Developer shall be the construction manager
for the Project, including the Public Improvements Work and Section 380 Improvements Work. The
Developer shall be compensated for such construction management services, in accordance with the
terms of the Redevelopment Agreement. To the extent requested by the City, the Developer shall
enter into a separate Construction Management Services Agreement. The Developer's obligations as
the construction manager shall be to coordinate and oversee the general construction of the Project,
including, without limitation, the Public Improvements Work and Section 380 Improvements Work.
The City acknowledges that the Developer may contract with one or more professional companies to
provide construction management support services. The Developer shall advise the City of any third
parties that are providing construction management support services for the Developer. In no event
shall the City have any obligation to pay any fees or expenses to such third parties. To the extent
Developer engages such third parry services, Developer shall be responsible for costs and expenses
paid to such third parties from the construction management fee paid to Developer, pursuant to the
Redevelopment Agreement.
Section 5. General Criteria for Performance of Work. All Work performed or required
to be performed by or on behalf of the Parties pursuant to this Agreement shall be performed in a
good and workmanlike manner and in compliance with all Applicable Laws and Governmental
Requirements and in substantial conformity to the approved Plans and Specifications. All such Work
will be performed in a manner consistent with the risk management standards and practices
ordinarily observed by municipalities in the State and as contemplated by this Agreement. Except as
expressly provided herein, the Party responsible for performing or causing the performance of any
Work also shall be responsible for obtaining and maintaining all Permits that may be required for
such Work, provided, however, each Parry shall cooperate and assist in the efforts to obtain such
Permits, as may be reasonably requested by the Party responsible for same, including (without
limitation) the prompt execution and delivery of any customary applications or other documents or
information that may be reasonably required to obtain such Permit. Once commenced, any Work
hereunder shall be diligently prosecuted to completion by the Party responsible for such Work,
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subject to Force Majeure. The responsibility of a Parry to perform any Work hereunder shall include
�ry�,�' (without limitation), the obligations: (i) to perform all services and functions, including (without
limitation) those specifically set forth herein, reasonably necessary or incidental to the construction
and completion of such Work, (ii) to use all commercially reasonable efforts in the performance of
such Work and to exercise professional competence with respect thereto, and (iii) to enter into any
and all other agreements as such Party deems necessary for construction and completion of the Work;
provided, however, notwithstanding the foregoing, no Party hereto shall have any right, power or
authority to negotiate or execute any contracts or agreements or assume or create any liabilities or
obligations on behalf of, or otherwise take any action binding upon any other Parry, except as
expressly provided herein to the contrary. Subject to the terms hereof, the Parties shall cooperate (and
cause their respective Affiliates to cooperate) in good faith to facilitate construction and completion
of the Work and shall allow each other (and their respective contractors, consultants and agents) to
have access to and inspect the performance of the Work, provided that such access and inspection
shall not unreasonably interfere with or delay the performance of the Work. With respect to any and
all Work performed hereunder, the Parties will provide to each other a list of the names and
addresses of all Persons performing any of the Work on the Project Parcel, including contractors,
subcontractors, suppliers, materialmen, engineers and architects, and all other information related
thereto, as may be reasonably requested.
(a) All Work performed under this Agreement by or on behalf of either Party
shall be conducted in a manner that is intended to minimize interference with other
development activities at the Project Parcel and shall be coordinated with the performance of
the Work by the other Party so as to achieve the mutual goal of the timely completion of the
,. Public Improvements Work and Section 380 Improvements Work in accordance with the
Project Schedule and at the Costs set forth in the Budget. Each Party shall inform the other
promptly upon learning of any material deviation from the Budget.
(b) The Public Improvements Work and Section 380 Improvements Work shall
be scheduled and performed substantially in accordance with the Project Schedule and any
phasing plan included as part of the Project Schedule, subject to Force Majeure, or as
otherwise Consented to by the Parties. The Parties shall endeavor to keep each other well-
informed with regard to the status of the Work performed hereunder, and any material delays
in or deviations from the Project Schedule. A Party will not make or effect any material
changes to the Project Schedule without obtaining the prior Consent of the other Party.
(c) During performance of any Work pursuant to this Agreement, the Parties
shall provide to each other, promptly upon receipt, copies of all formal notices received from
any Governmental Authority having jurisdiction over the Project or from any insurance
company insuring any aspect of the Project.
(d) During performance of any Work pursuant to this Agreement, the Parties
covenant and agree to maintain on-site, available for inspection and photocopying by each
other, all Permits, contracts and plans and specifications for the Work performed hereunder.
(e) Each Party, in connection with its efforts to obtain any material Permits
required for the Work, shall allow the other Party to attend and monitor all formal meetings
with the Governmental Authority(ies) having jurisdiction over such matters. Whether or not
such other Party attends or monitors such meetings, the Parties shall endeavor to keep each
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other well informed of all formal meetings and other formal communications with
Governmental Authorities having jurisdiction over the Work.
(f) The Parties shall establish (by mutual Consent) and adhere to a schedule of
periodic meetings to discuss and resolve issues pertaining to the Work performed hereunder,
and each Party shall use all reasonable efforts to ensure that such meetings are attended by
one or more of its Designated Representatives.
(g) Developer acknowledges that all Work shall be subject to inspection and
approval by the City, in accordance with its normal inspection procedures. The costs and
expenses incurred in connection with such inspections shall be funded by the City from TIF
Proceeds and the total costs related to the Project to be funded from the TIF Proceeds shall
not exceed $250,000.
Section 6. Preparation and Approval of Plans and Specifications.. The Public
Improvements Work and Section 380 Improvements Work shall be completed substantially in
accordance with the applicable Plans and Specifications, which shall be prepared, approved and
modified in accordance with this Section.
(a) Prior to commencing any Work hereunder, the Developer shall engage
architects, engineers and other professionals as deemed necessary by the Developer to
prepare preliminary plans, specifications and/or drawings for the applicable Work, in
cooperation with the City and in accordance with mutually acceptable design and
construction practices and in sufficient detail to allow a thorough and reasoned review
thereof, and in compliance with the bid procedures required by Applicable Law (the
"Preliminary Submission"). The Preliminary Submission prepared by or on behalf of the
Developer shall be submitted to the City for review and comment. The City shall promptly
review and approve or request additional information or changes with respect to the Plans
and Specifications. With respect to Plans and Specifications completed for the Infrastructure
Improvements, the general design, layout and location of the Infrastructure Improvements
shall be subject to the final approval of the Developer. With respect to compliance with City
specifications and requirements with respect to construction of the Roadways, the Bridge, or
the related lighting, the City shall have final approval with respect to compliance with such
specifications and regulations. With respect to Plans and Specifications completed for the
Section 380 Improvements, the Developer shall have final approval with respect to all aspects
of such Plans and Specifications, provided that the Developer shall consult with the City to
insure compliance with all Applicable Laws and minimum City Standards. Upon final
approval by the City and the Developer, as required by subsection 6(a), the Preliminary
Submission shall be deemed the "Plans and Specifications" for the applicable portion of the
Work. Developer and the City agree to cooperate, in good faith, to finalize and approve
Plans and Specifications promptly to ensure completion of the Work within the timeframes
set forth in the Project Schedule.
(b) Once the Plans and Specifications are approved in accordance with this
Agreement, no material changes shall be made thereto without the Consent of the Developer.
If the City desires to modify any approved Plans and Specifications in any material respect,
the City shall submit the proposed modification to the Developer for Consent.
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(c) Once the Plans and Specifications for the Public Improvements are finalized
and approved by the Developer, the Developer and the City shall cooperate to formulate bid
packages for the Work, including pre -qualification standards and other procedures for the
Section 380 Improvements to permit the Work related to the Public Improvements to be
advertised for public bid by the City, in accordance with Applicable Law.
Section 7. Cost of the Work. The Budget indicates the estimated Costs and, in specific
instances, allocation of such Costs for particular aspects of the Public Improvements Work. The
Budget is subject to change, subject to the public bid process for the Public Improvements Work.
The Cost of the Public Improvements Work shall be paid from the TIF Financing in accordance with
the Budget and Applicable Law.
Section 8. Insurance. Each Party performing (or responsible for performing) any Work
hereunder shall obtain and maintain (and shall cause any contractor or other entity performing such
Work on behalf of such Party to obtain and maintain) policies of insurance covering the perils and in
amounts which meet or exceed the minimum standards of the City for similar contracts, including
coverage for Commercial General Liability, Automobile Liability, Workers' Compensation meeting
Statutory limits mandated by applicable State and/or Federal Laws, Builders' Risk
Insurance/Property Insurance on an all-risk policy form and insuring against the perils of fire and
extended coverage and physical loss or damage including (without duplication of coverage) theft,
vandalism, malicious mischief, collapse, debris removal and including contingent liability from
Operation of Building Laws, Demolition and Increased Cost of Construction; in an amount equal to
one hundred percent (100%) of the full replacement cost of the insured property. With respect to the
Joint Improvements, the City and Developer agree that the insurance coverages during the
construction period may be maintained through an owner -controlled insurance program implemented
- by Developer, provided the coverages shall meet or exceed the minimum City requirements.
All contractors, subcontractors and other third parties providing services in connection with
the Project on behalf of the City (or the general contractor) shall maintain current certificates
evidencing insurance coverages in compliance with the provisions of this Agreement or as otherwise
approved by the Developer in writing. Prior to such entities commencing any work or providing any
services at the Project, the City shall provide to the Developer's risk management representative a
copy of such certificate which shall be in form and substance reasonably acceptable to the Developer.
In addition, at least ten (10) days prior to expiration of any such coverages, the City shall cause
replacement certificates to be supplied to Developer.
All policies of Comprehensive General Liability, Automobile and Builders' Risk insurance
required of any Party hereto, and each Parry's Umbrella/Excess Liability policy will name the other
Party(ies), as their interests may appear, as additional named insureds with respect to all appropriate
insurance coverages. All insurance provided for in this Section shall be obtained under valid and
enforceable policies (the "Policies") issued by insurance companies licensed in the State of Texas (if
applicable) and having a claims -paying rating of "A" or better and a financial class of "XV" or better
as rated by AM Best Company, Inc. Not less than thirty (30) days prior to the expiration dates of the
Policies, certified copies of the Policies marked "premium paid" or accompanied by reasonable
evidence of payment of the premiums due thereunder shall be delivered by the Party required to
obtain and maintain such Policies to each other Party; provided, however, that in the case of renewal
Policies, the Party required to obtain same may furnish the other Parties with binders therefor to be
followed by the original Policies when issued. Each Policy covering property damage shall be
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primary and non-contributory. All Policies shall contain clauses or endorsements to the effect that (i)
no act or negligence of the insured Party or anyone acting for the insured Party, or failure to comply
with the provisions of such Policy which might otherwise result in a forfeiture of the insurance of any
part thereof, shall in any way effect the validity or enforceability of the insurance insofar as the other
Parties are concerned; (ii) the Policy shall not be materially changed (other than to increase the
coverage thereby) or cancelled without thirty (30) days' written notice to the other Parties and any
other party named therein as an insured; (iii) the issuers thereof shall give written notice thereof to
the named insureds if the Policy has not been renewed at least thirty (30) days prior to its expiration;
(iv) the company issuing the Policy waives the right to subrogation to enforce claims or rights against
any Parties named as insureds thereunder. The Parties agree to cooperate in good faith to establish a
plan for risk management of all losses, whether insured or not, occurring on the Project Parcel in
connection with or related to the construction of the Project. Specifically, but without limiting the
generality of the foregoing, the parties shall notify each other and keep each other apprised of all
claims and occurrences which reasonably could result in any liability or insured incident hereunder,
and each Party shall cause its risk managers to consult on a regular basis with the other Party's risk
management team to share information regarding any and all claims filed for losses occurring on the
Project Parcel related in any way to the completion of the Project, whether such losses are the
responsibility of the City or the City's agents, contractors or subcontractors, or Developer or its
affiliates.
Section 9. Indemnity. The City agrees to and does hereby indemnify, defend and hold the
Developer, its affiliates, employees, representatives and agents, harmless to the extent authorized by
law, of and from any and all losses, Costs, claims, damages, injury, expense or liability (including,
without limitation, reasonable attorneys' fees and court costs and expenses) arising by reason of
injury to or death of persons, damage to property or claims for liens for Work or labor performed,
materials or supplies furnished arising out of or in connection with the performance of the Work
undertaken or performed by or on behalf of the City.
The Developer agrees to and does hereby indemnify, defend and hold the City, its employees,
representatives and agents, harmless of and from any and all losses, Costs, claims, damages, injury,
expense or liability (including, without limitation, reasonable attorneys' fees and court costs and
expenses) arising by reason of injury to or death of persons, damage to property or claims for liens
for Work or labor performed, materials or supplies furnished arising out of or in connection with the
performance of the Work undertaken or performed by or on behalf of the Developer.
Section 10. Mechanics' Liens. The City shall perform, or cause to be performed, the Public
Improvement Work in a manner that will avoid the imposition of any mechanics' liens or other
similar encumbrances ("Mechanics' Liens") on the Project Parcel, unless removed by bond or
otherwise within thirty (30) days of the date the City receives notice of such lien (or such other
reasonable time as shall be reasonably acceptable to the Developer).
The Developer shall perform, or cause to be performed, the Section 380 Improvement Work
in a manner that will avoid the imposition of any mechanics' liens or other similar encumbrances
("Mechanics' Liens") on the Project Parcel, unless removed by bond or otherwise within thirty (30)
days of the date the Developer receives notice of such lien (or such other reasonable time as shall be
reasonably acceptable to the City).
Section 11. Access and Easements.
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r (a)
Access. During the term of this Agreement and subject to the terms hereof,
the Developer shall provide the City and all contractors, agents and employees of the City
and other Persons to the extent properly involved in the performance of the Public
Improvements Work, with such access to, over and upon the affected portions of the Project
Parcel as may be necessary or appropriate for the performance of the Public Improvements
Work and as may be reasonably required to enable the City to perform the obligations
required to be performed by it hereunder.
(b) Temporary Construction Easements. The Developer hereby creates, grants
and declares a temporary, non-exclusive easement to and in favor of the City, in, on, over,
under and across the Project Parcel for the purpose of performing the Public Improvements
Work and as shall be required or appropriate to enable the City to perform its obligations and
exercise its rights hereunder, together with the right and license to access the applicable
portions of the Project Parcel and to store materials and equipment thereon only within the
areas designated by the Developer, subject, nevertheless, to the terms and provisions of this
Agreement. The City agrees that in no event shall any materials or equipment be stored
within any areas of the Project Parcel not designated as storage or staging areas by the
Developer. The foregoing temporary non-exclusive easements shall automatically terminate
with respect to the Project Parcel, at such time as the construction of the Work has been
completed, provided that, in each case, the City shall have a reasonable time to demobilize
and remove equipment from the easement areas.
Section 12. City Interests; Public Rights of Way. The Parties acknowledge that, upon
completion of Roadways A, B and C, such Roadways shall be dedicated to the City as public rights-
of-way. In addition, the Parties acknowledge that the City has (or will be granted) an interest in the
portions of the Project Parcel on which the Parking Facilities are located, pursuant to easements
granted by the Developer to the City. The Parties agree to execute such documents as may be
necessary to effectuate the dedication of Roadways A, B and C, to grant an easement for public
access for ingress and egress over Roadway D, and to complete the transactions contemplated by this
Agreement..
Section 13. Relationship of the Parties. The City and the Developer agree that, by virtue
of this Agreement, they shall not be deemed to be partners, co -venturers or principal and agent.
Section 14. Notice. Any notices or communications required or permitted to be given or
made hereunder shall be deemed to be so given or made when in writing and delivered in person with
evidence of receipt or sent by United States registered or certified mail, postage prepaid, or by
overnight courier service, directed to the parties at the following addresses (in which event such
notice shall be deemed effective only upon such delivery):
If to the City: City of Grapevine
200 South Main Street
Grapevine, Texas 76051
Attn: City Manager
Fax No.: (817) 410-3002
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with a copy to: John F. Boyle, Jr.
Boyle & Lowry, L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062-2763
Fax No.: (972) 650-7105
If to OHT: Opryland Hotel — Texas Limited Partnership
c/o Gaylord Entertainment Company
535 Marriott Drive
Suite 600
Nashville, TN 37214
Attn: Hospitality Group - President
Fax No.: (615) 902-8398
with a copy to: Kim A. Brown, Esq.
Sherrard & Roe, PLC
424 Church Street, Suite 2000
Nashville, TN 37219
Fax No. 615-742-4539
The addresses and addresses for the purpose of this Section may be changed by giving written notice
of such change in the manner herein provided for giving notice. Unless and until such written notice
of change is received, the last address and addresses stated by written notice, or provided herein if no
such written notice of change has been received, shall be deemed to continue in effect for all
purposes hereunder.
Section 15. Entire Agreement; Exhibits. This Agreement contains the entire agreement
between the parties hereto relative to of the Infrastructure Improvements. No variations,
amendments, modifications or changes herein or hereof shall be binding upon any Party hereto unless
set forth in a document duly executed by and/or on behalf of such Party. Each of the Parties hereto
shall from time to time and at all times do all such other further acts as may reasonably be necessary
in order to fully perform and effect the terms and intent hereof.
The exhibits referenced herein and attached hereto are incorporated herein for all purposes,
and this Agreement shall be interpreted and construed in light of such exhibits, including both the
textual content and pictorial content thereof; provided, however, that nothing shall be implied or
inferred by any matters that are described or depicted on any of the exhibits hereto, which matters
exceed the intended scope of the subject exhibit as described in the text of this Agreement.
Section 16. Authority of Parties. Each Party signing this Agreement represents and
warrants that the execution, delivery and performance of this Agreement by it has been duly
authorized by all requisite corporate or partnership actions and that this Agreement is binding upon it
and is enforceable in accordance its terms.
Section 17.Cooperation-Reasonableness. The Parties hereto covenant and agree that, in
the event the same is necessary to fully implement the intent of this Agreement, each such Parry shall
execute such further documents and perform such other acts as may be reasonably required therefor.
8/2712001 11:56 AM 12
o:\stan\gaylord\agreemnt\Construction_Development_Ag mt_Rev_8-" 1
1 „ Section 18. Interpretation; Severability. The Parties hereto acknowledge and agree that
1 each has been given the opportunity to review this Agreement with legal counsel independently,
and/or has the requisite experience and sophistication to understand, interpret, and agree to the
particular language of the provisions hereof. In the event of an ambiguity in or dispute regarding the
interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of
interpretation providing for interpretation against the Party who causes the uncertainty to exist or
against the draftsman. The unenforceability or invalidity of any provision of this Agreement shall
not be deemed to affect the enforceability or validity of any other provision of this Agreement.
Section 19. Assignment; Covenants Running with the Land. Subject to the terms hereof,
the covenants, undertakings and easements arising hereunder are intended to be and shall be
covenants running with the land with respect to the Project Parcel.
Section 20. Attorneys' Fees. If any action, proceeding or other legal claim is brought by a
Party against any other Party under this Agreement, the prevailing Party in such action, proceeding or
claim shall be entitled to recover all reasonable costs and reasonable expenses including the actual
reasonable fees of its attorneys incurred for protection, defense, consultation, or advice in such action
or proceeding. In addition to the foregoing award of attorneys' fees to the prevailing Party, the
prevailing Party in any action or proceeding on this Agreement shall be entitled to its reasonable
attorneys' fees incurred in any post judgment proceedings to collect or enforce the judgment. This
provision is separate and several and shall survive the merger of this Agreement into any judgment
on this Agreement.
Section 21. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 22. Amendment. This Agreement may be amended and/or supplemented only by a
writing signed by the Parties. Notwithstanding the foregoing, the Parties agree to cooperate and to
enter into such non -material and technical modifications of this Agreement as shall be required from
time to time to be made as a result of matters arising in connection with the Project after the date
hereof.
8/27/2001 11:56 AM 13
o:\stan\gaylord\agreemnt\Construction—Development_Agmt—Rev-8-M1
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
date and year first above written.
'I
OPRYLAND HOTEL - TEXAS LIMITED
PARTNERSHIP, a Texas limited partnership
By: Opryland Hospitality, Inc.,
its managing general partner
LOW
Its:
THE CITY OF GRAPEVINE, TEXAS,
a Texas home rule municipality
ATTEST:
Linda Huff, City Secretary
APPROVED AS TO FORM:
John F. Boyle, Jr., City Attorney
8/2712001 11:56 AM
o:\stan\gaylord\agreemnt\Construction_Development_Agmt_Rev_8-6-01
14
INDEX OF EXHIBITS TO CONSTRUCTION DEVELOPMENT AGREEMENT
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
8/27/2001 11:56 AM
Project Parcel
Site Plan
Budget
Infrastructure Improvements
Project Schedule
o:\stan\gaylord\agreemnt\Construction_Development Agmt_Rev_8-6-01
15
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'� `•� LOCATION MAP
OPRYLAND TEXAS
CITY OF GRAPEVINE, TEXAS
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COMPREHENSIVE
DEVELOPMENT
PLAN
OPRYLAND TEXAS
CITY OF GRAPEVINE
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PROJECT BUDGET OF i SECTION 380
IMPROVEMENTS
PUBLIC IMPROVEMENTS
Gaylord Trail with Bridge
Roadway C
16" Water Line
Ruth Wall Street
Water and Wastewater Facilities
Total
SECTION 380 IMPROVEMENTS
$ 7,241,533
$ 13,798,695
Parking Garage 1 Convention Center $ 14,087,367
North Parking Lot
Water and Wastewater Lines
Storm Drainage Lines
Roadway D
TOTAL FUNDS
ADDITIONAL FUNDS $ 386,062
O:VSTAN\GAYLORD\AGREEMNnCD_EXHIBITC_REV 8-6-01
INFRASTRUCTURE IMPROVEMENTS
Infrastructure Improvements means the following improvements designed and
constructed in accordance with plans and specifications approved by the City of
Grapevine:
Public Improvements
* Roadways A, B, & C
• Bridge included in Roadway A
• Intersection Improvements, including traffic signals, at the Roadway A / SH 26
Intersection.
• Customary sodding, seeding and irrigation in construction areas to re-
establish vegetation upon completion of construction.
Utility Facilities including water and wastewater lines, lift station, and
associated facilities and appurtenances constructed in association with
Roadways A, B &C.
Section 380 Improvements
* Mass Grading of the Site
* Roadway D
Water and Wastewater Lines with Associated Appurtenances Constructed on
Hotel Site including:
12" Water Line Looping the Site
8" Crossing Water Line Between Hotel & Support Bldg
Fire Hydrants & Leads
Fire Lines up to the Buildings
0:\stan\gaylord\agreemnt\cd—agmt—exhibitd—rev-8-6-01
EXHIBIT D
INFRASTRUCTURE IMPROVEMENTS
Infrastructure Improvements means the following improvements designed and
constructed in accordance with plans and specifications approved by the City of
Grapevine:
Public Improvements
* Roadways A, B, & C
• Bridge included in Roadway A
• Intersection Improvements, including traffic signals, at the Roadway A / SH 26
Intersection.
• Customary sodding, seeding and irrigation in construction areas to re-
establish vegetation upon completion of construction.
Utility Facilities including water and wastewater lines, lift station, and
associated facilities and appurtenances constructed in association with
Roadways A, B &C.
Section 380 Improvements
* Mass Grading of the Site
* Roadway D
Water and Wastewater Lines with Associated Appurtenances Constructed on
Hotel Site including:
12" Water Line Looping the Site
8" Crossing Water Line Between Hotel & Support Bldg
Fire Hydrants & Leads
Fire Lines up to the Buildings
0:\stan\gaylord\agreemnt\cd—agmt—exhibitd—rev-8-6-01
Wastewater Lines & Manholes Serving the Site
• Public Parking Facilities consisting of:
one (1) parking garage located beneath the Convention, Center
one (1) surface parking lot located north of the Hotel
Customary sodding, seeding and irrigation in construction areas to re-
establish vegetation upon completion of construction.
0:\stan\gaylord\agreemnt\cd—agmt—exhibitd—rev_8-6-01
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OPERATING AND MAINTENANCE AGREEMENT
} AMENDMENT # 1
THIS OPERATING AND MAINTENANCE AGREEMENT (this "Agreement") is made
and entered into as of this day of , 2001, by OPRYLAND HOTEL —
TEXAS LIMITED PARTNERSHIP, a Texas limited partnership ("OHT"), and THE CITY OF
GRAPEVINE, a Texas home rule municipality located in the counties of Tarrant, Dallas and
Denton, Texas, and existing under the laws of the State of Texas (the "City"). (OHT and the City are
sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".)
RECITALS:
A. OHT is developing an 1,500 room convention center hotel to be known as Opryland
Hotel - Texas (the "Project") on property located in the City of Grapevine, Tarrant County, State of
Texas generally described in Exhibit A attached hereto (the "Hotel Site").
B. A portion of the Hotel Site (the "Corps Property") is owned and/or leased by the City
from the Corps, pursuant to Supplemental Agreement No. 4 To Lease No. DACW63-1-94-0552-
Grapevine. Lake Texas (the "Corps Lease"), and has been (or will be) subleased by the City to OHT
pursuant to a Hotel/Convention Center Sublease Agreement dated as of May 16, 2000, between the
City, as sublessor, and OHT, as sublessee.
C. In connection with the Project, OHT is developing on the Corps Property an
approximately 400,000 square foot convention center and meeting facility to include a subterranean
parking garage (the "Convention Center"), to be operated by OHT as part of the Project.
D. Also, in connection with the Project, the City is constructing certain infrastructure
improvements related to the Project, including construction of certain roads, the main bridge serving
the Project, water and sewer lines, and certain other improvements, as described in Exhibit B
attached hereto (the "Infrastructure Improvements").
E. OHT and the City desire to enter into this Agreement to provide for the allocation of
operation and maintenance responsibilities for various improvements and systems contained within
or related to the Development as specified in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the sum of One Dollar ($1.00)
in hand paid by each Party to the other, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Recitals Incorporated by Reference. The representations, covenants and recitations
set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and
made a part of this Agreement as though they were fully set forth in this Section 1.
2. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined
herein shall have the follow meanings:
(a) "Affiliate" means, with respect to any Person: (i) a parent, spouse, child or
sibling of such Person, or a trust, the primary beneficiary(ies) of which is such Person and/or the
8/27/2001 11:56 AM
o:\stan\gaylord\agreemnt\o&nom agnu_rev_8-6-01
spouse, parents, siblings and/or children of such Person, and (ii) any other Person which controls, is
controlled by or is under common control with the Person in question.
(b) "Bridge" means the bridge serving the main access road, Roadway A, for the
Project, as described in Exhibit B.
(c) "Construction Development Agreement" means the Construction
Development Agreement of even date herewith between the City and OHT.
(d) "Convention Center" means the approximately 400,000 square foot
convention and meeting center being developed by OHT as part of the Project, and includes the
subterranean parking garage being developed as part of the Convention Center.
(e) "Corps" means the United States Army Corps of Engineers.
(f) "Corps Lease" means the Supplemental Agreement No. 4 to Lease No.
DACW63-1-94-0552, Grapevine Lake, Texas, and the underlying agreements as described therein.
(g) "Corps Property" means the property, as reflected in Exhibit attached
hereto.
(h) "Executive Course" means the 18 -hole executive course to be developed by
OHT as part of the Project.
(i) "Infrastructure Improvements" means the publicly funded Infrastructure
Improvements comprised of Public Improvements being constructed by the City and Section 380
Improvements being constructed by OHT as part of the Project, as described in Exhibit B attached
hereto.
0) "Loss" or "Losses" means all damages, awards, judgments, payments,
diminutions in value and other losses, however suffered or characterized, all interest thereon, all costs
and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all actual
attorneys' fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is
ultimately defeated and all amounts paid incident to any compromise or settlement of any such
claim, lawsuit or arbitration.
(k) "Maintenance Responsibilities Matrix" means the matrix attached hereto as
Exhibit D and made a part hereof.
(1) "Maintenance Items" means the categories of improvements and systems
listed on the Maintenance Responsibilities Matrix, each of which individually is a "Maintenance
Item".
(m) "Parking Facilities" means the Convention Center parking garage, the north
surface parking lot, and related facilities to be constructed by OHT as Section 380 Improvements, as
identified in Exhibit B, attached hereto.
8/27/2001 11:56 AM
o: \stan\gaylord\agreemnt\oRcm_agmt_rev_8-6-01
01
(n) "Project" means the 1,500 room convention center hotel and approximately
� 400,000 square foot Convention Center and related parking garage and other amenities to be
developed in connection with the Project.
(o) "Public Improvements" means those Infrastructure Improvements bid,
contracted for and constructed solely by the City in the course of normal operations, as
described in Exhibit B, attached hereto. I
(p) "Section 380 Improvements" means those Infrastructure Improvements
authorized as part of an Economic Development Program established by the City Council under
Section 380 of the Texas Local Government Code, as described in Exhibit B, attached hereto.
in Exhibit B. (q) "Roadways" means the roadways to be constructed by the City as described
(r) "Subleases" means the Sublease Agreements between the City and OHT
covering the Project.
(s) "Unrelated Parties" means any or all of the Texas Department of
Transportation ("TxDOT"), Texas Utilities Electric Company ("TxU Electric").
(t) "Utility Facilities" means the water and wastewater lines and associated
facilities or appurtenances to be constructed and installed by the City as Public Improvements and by
OHT as Section 380 Improvements as described in Exhibit B attached hereto.
3. Operations. OHT shall be responsible for operation of the Convention Center.
Subject to the provisions of Section 12 hereof, the Convention Center shall be operated as a
destination convention and meeting center integrated as part of the overall Project. The City shall
have no rights with respect to use of the Convention Center facilities, except as approved in advance
by OHT.
4. Maintenance Obligations.
(a) The Maintenance Responsibilities Matrix identifies the person or entity
responsible for maintaining each of the Maintenance Items at various locations within and without
the Development.
(b) The City agrees to and shall maintain, or cause to be maintained, those
Maintenance Items at the locations identified on the Maintenance Responsibilities Matrix, which are
identified as the responsibility of the City. The City shall cause such maintenance to be performed to
normal City standards for similar projects in order to provide for the safe and efficient operation of
those Maintenance Items and in connection with the needs of the Development. The parties agree
that any extraordinary maintenance of the aesthetic portions of the Bridge over and above normal and
customary City maintenance of similar bridge structures shall be the responsibility of OHT.
(c) OHT agrees to and shall maintain, or cause to be maintained, those
Maintenance Items at the locations identified on the Maintenance Responsibilities Matrix, which are
identified as the responsibility of OHT. OHT shall cause such maintenance to be performed to the
standard customarily required at other comparable developments, in order to provide for the safe and
8/27/2001 11:56 AM 3
o:\sta n\gaylord\agreemn t\o&m_agmt_rev_8-6-01
In WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all requisite
authorizations as of the date first above written.
OHT:
OPRYLAND HOTEL - TEXAS LIMITED
PARTNERSHIP, a Texas limited partnership
By: Opryland Hospitality, Inc.,
its managing general partner
Its:
THE CITY:
THE CITY OF GRAPEVINE, TEXAS,
a Texas home rule municipality
Its:
ATTEST:
Linda Huff, City Secretary
APPROVED AS TO FORM:
John F. Boyle, Jr., City Attorney
8/27/2001 11:56 AM
o:\ scan\gayl ord\agreemntlo&m_a gmt_rev_8-6-01
'I
201603.07 50027-0009 8/27/2001 11:56 AM
9. '
Hotel ,Site
(to be supplied)
Infrastructure Improvements
(to be supplied)
201603.07 50027-0009 8127/2001 11:56 AM
0
201603,07 50027-0009 8/27/2001 11:56 AM
1AMMI. 11"
(to be supplied)
Maintenance Responsibilities Matrix
201603.07 50027-0009 8/27/2001 11:56 AM
Fishing Pier EXHIBIT A
`
N
Parking I
`
N
N
COMPREHENSIVE
DEVELOPMENT
PLAN
OPRYLAND TEXAS
CITY OF GRAPEVINE
I W.4•
INFRASTRUCTURE IMPROVEMENTS
Infrastructure Improvements means the following improvements designed and
constructed in accordance with plans and specifications approved by the City of
Grapevine:
Public Improvements
• Roadways A, B, & C
• Intersection Improvements, including traffic signals, at the Roadway A/ SH 26
Intersection.
• Customary sodding, seeding and irrigation in construction areas to re-
establish vegetation upon completion of construction.
• Utility Facilities including water and wastewater lines, lift station, and
associated facilities and appurtenances constructed in association with
Roadways A, B &C.
Section 380 Improvements
• Mass Grading of the Site
0 Roadway D
0 Water and Wastewater Lines with Associated Appurtenances Constructed on
Hotel Site including:
12" Water Line Looping the Site
8" Crossing Water Line Between Hotel & Support Bldg
Fire Hydrants & Leads
Fire Lines up to the Buildings
0:\.stan\gaylord\agreemnt\om—agmt—exhibitb rev -8-6-01
0 Wastewater Lines & Manholes Serving the Site
• Public Parking Facilities consisting of:
one (1) parking garage located beneath the Conventiorl Center
one (1) surface parking lot located north of the Hotel
• Customary sodding, seeding and irrigation in construction areas to re-
establish vegetation upon completion of construction.
I
0:\stan\gaylord\agreemnt\om-agmt-exhibitb-,rev-8-6-01
FISHING
PIER i , .T r' _ilk.•,..• •—? Ol j J j'f
EXHIBIT C
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K <`',� LEASE AREA
OPRYLAND TEXAS
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EXHIBIT D
MAINTENANCE MATRIX
MAINTENANCE ELEMENT
CITY OF
GRAPEVINE
OHT
TxDOT
Tx—UTIL
R
Roadway A
Paving
x
Drainage
x
Sidewalks
x
Striping
x
Signing
x
Hike and Bike Trail
x
16" Water Line
x
Street Lighting
x
Landscaping
x
Irrigation
x
SH 26 Intersection
Signals
x
Pavement
x
Striping
x
Signing
x
Landscaping SH 26 Median
x
Irrigation SH 26 Median
x
Landscaping Entrance Road
x
Irrigation Entrance Road
x
Bridge
Structure
x
Pavement
x
Cart Trail
x
Hike & Bike Trail
x
Lighting
x
Striping
x
0:\STAN\GAYLORD\AGREEMNTiMAINT-MATRIX -REV -8-6-01
AQ
OPRYLAND -TE)(A%.f
S
MAINTENANCE ELEMENT
CITY OF OHT TxDOT TxUTIL
1.1
JGRAPEVINE
1
Roadway B (Ruth Wall St)
Paving
X
Drainage
X
Box Culvert
X
Sidewalks
X
Striping
X
Signing
X
Hike and Bike Trail
X
16" Water Line
X
Street Lighting
X
Landscaping
X
Irrigation
X
Lift Station
X
Force Main
X
Wastewater Trunk - Hotel
X
Wastewater Trunk - Trencor
X
Roadway C
Paving
X
Drainage
X
Sidewalks
X
Striping
X
Signing
X
Hike and Bike Trail
X
16" Water Line
X
Street Lighting
X
Landscaping
X
Irrigation
X
0:\STAN\GAYLORD\AGREEMN-F\MAINT-MATRIX-REV-8-6-01
MAINTENANCE ELEMENT
CITY OF
GRAPEVINE
OHT
TxDOT
TxUTIL
Convention Center
X
Parking Garage
X
North Parking Lot
X
Roadway D
X
Elevated Hotel Entry Drive
X
12" Waterline
X
8" Xing Waterline Between
Hotel & Support Bldg
X
O:\STAN\GAYLORD\AGREEMNT\MAINT MATRIX REV 8-6-01