HomeMy WebLinkAboutItem 06 - Main Street Developer AgreementFROM: BRUNO RUMBELOW, CITY MANAGER
MEETING DATE: AUGUST 6, 2013
SUBJECT: DEVELOPER AGREEMENT WITH CHATEAU GROUP
DEVELOPMENT LIMITED FOR THE GALLERY ON MAI
STREET COMMERCIAL DEVELOPMENT I
City Council consider approving a Developer's Agreement with Chateau Group 1
Development Limited to establish the City's and Developer's participation in the Street
and Utility Improvements in and around the Gallery on Main Street site bordered by Main
Street, Wall Street and Jenkins Street, authorizing the City Manager to execute said
agreement and take any necessary action.
City Staff and the developer have been discussing their respective needs for the
development as well as improvements that the City Staff wishes to undertake.
We have developed an agreement that meets the needs of both groups.
The developer will perform the following:
® Curb replacement on Main Street
0 Period street light removal and replacement on Main Street (3)
® Curb construction on Wall Street
0 Curb construction on Jenkins Street north of Wall Street; east and west side
(including new driveway apron into Jenkins Street parking lot)
® Sidewalk Construction on Main Street, Wall Street and Jenkins Street; North of
Wall Street
® Pavement reconstruction on Jenkins Street north of Wall Street — cost of
materials ($10,000.00)
0 Period style street light installation (new locations) around perimeter of site (7)
® 8" waterline construction on Jenkins Street between Wall Street and Northwest
Highway — cost of Materials ($ 5,000.00)
® Banner pole east side Main Street to remain until close of GrapeFest
® New banner pole foundation construction — east side Main Street
July 30, 2013 (3:16PM)
City will perform the following:
• Replace a 40 year old dead-end 4" waterline in Jenkins Street with an 8" waterline
that will be connected to lines in Northwest Highway and Wall Street
• Install a storm drainage pipe with inlets in Jenkins Street from Northwest Highway
to the south side of Wall Street to collect surface water in Jenkins Street before it
sheet flows across Wall Street
• Reconstruct Jenkins Street subgrade with city crews in preparation for curb &
gutter and asphalt surface
• Perform asphalt placement on Jenkins Street and adjacent to the new curbs on
Main Street and Wall Street
• Remove banner pole - east side of Main Street after close of GrapeFest
• Install new banner pole - east side of Main Street after foundation installed by
developer
The Developer
• shall be allowed to close Jenkins Street from Wall Street north for a distance of
250 feet, the development's north property line during construction of the
development improvements
• shall clear Jenkins Street and return it to the City for annual Main Street Days and
GrapeFest festivals 72 hours prior to closing of Main Street for each event.
0 shall be allowed to close Jenkins Street again after each festival has ended
• shall be allowed to reserve the head -in parking on the west side of Jenkins Street
for the Gallery on Main Street tenants
• shall dedicate a public access easement around the perimeter of the site for wide
sidewalks
• shall maintain the sidewalks constructed within street right-of-way and public
access easements
The participation by the Developer and the City in this agreement is favorable for both
parties. The needed water and storm drainage infrastructure improvements are a
benefit to the City as well as the final pavement surface on Jenkins Street. The new
curb & gutter on Jenkins Street, the water line and the final pavement surface are a
functional as well as an aesthetic benefit to the Developer.
JSL/ds
July 30, 2013 (4:08PM)
STATE OF TEXAS §
COUNTY OF TARRANT § DEVELOPER'S AGREEMENT
A
WHEREAS, Chateau Group 1 Development Limited, L.P, a Texas Limited
Partnership, hereinafter referred to as "Owner," is the owner of land in the City of
Grapevine, Tarrant County, Texas, a Texas home -rule City, hereinafter referred to as
"City", which land ("Property") is more specifically described as THE GALLERY ON MAIN
STREET, City of Grapevine, Tarrant County, Texas, incorporated herein for all purposes;
and
WHEREAS, the Owner is proposing to develop the Property with a multi -tenant
commercial building, (the "Project"); and
WHEREAS, the "Project" necessitates the construction of head in parking spaces
along the west side of Jenkins Street and also parallel spaces along the east side of
Jenkins Street between Northwest Highway and Wall Street and due to the parking
spaces being located on partially privately owned land the Owner shall have exclusive
right to reserve any parking spaces on the west side of Jenkins Street and,
WHEREAS, the "Project" provides an opportunity to replace an existing 40 year old
dead end 4" water line with a new 8" waterline that will be connected to waterlines in
Northwest Highway and Wall Street and improve fire flow to the "Project"; and
WHEREAS, the replacement of the old waterline provides a benefit to the Owner
and the City and as such, Owner agrees to fund the cost of the materials (Exhibit A
attached) necessary to construct the 8" line, estimated to be no more than $ $5,000 and
the City agrees to design and construct the line with all necessary appurtenances at its
sole cost-, and
WHEREAS, the City agrees to allow the Owner to close Jenkins Street from
Wall Street north for a distance of approximately 250 feet, to the Property's north
property line during the construction of the "Project" with the provision that the area will
be cleared and returned to the City for the annual Main Street Days and Grapefest
festivals 72 hours prior to closing of Main Street for each event and will remain available
for City use during the entire duration of each festival at which time, the roadway again
may be closed, and
WHEREAS, the Owner plans to construct concrete curb & gutter bordering both
sides of Jenkins Street associated with the head in and parallel parking and fund the
cost of an asphalt overlay, to be applied by the City, of Jenkins Street to upgrade the
pavement surface between the curbs after use of the area for construction staging has
been completed; and
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WHEREAS, the City has an interest in extending an underground storm drainage
line along Jenkins Street from an existing system in Northwest Highway to the south
side of the intersection of Wall Street and Jenkins Street to resolve an existing roadway
drainage problem and, as such, the City shall provide the design work, material and
construction for the storm drainage line and
WHEREAS, the construction of both a waterline and a storm drainage line in the
pavement area of Jenkins Street will disrupt the pavement subgrade sufficiently to
necessitate a re -stabilization of the subgrade in advance of paving; and
WHEREAS, the Owner and the City agree that the City shall provide the design
work and shall perform the re -stabilization of the subgrade, in advance of the curb and
gutter placement by the Owner, and the City shall place the asphalt base and shall
place the final asphalt surface course with City crews; and
WHEREAS, the Owner agrees to fund the material cost (Exhibit A attached) for
the asphalt pavement on Jenkins Street at an estimated cost of $ 10,000.00; and
WHEREAS, the Project includes the construction of new curb and gutter along
the Property's frontage on Main Street, Wall Street and both sides of Jenkins Street;
and
WHEREAS, the Owner and City agree that the asphalt repair and tie—in to the
new curb and gutter shall be performed by City forces with the cost of materials being
funded by the Owner, and
WHEREAS, the City is currently planning to reconstruct the parking lot in the
northeast corner of Jenkins Street and Wall Street to a condition matching recent
parking lot construction in the downtown area including the relocation of the drive to
Jenkins Street north of its current location to provide for better flow through the lot and
the City plans to grade the lot during this reconstruction period to reduce or eliminate
the need for a retaining wall along the east side of Jenkins Street, with intent of allowing
pedestrians to step from the parking lot to the abutting sidewalk on the east side of
Jenkins Street with little or no difference in elevation between the lot and the sidewalk.
In the event that the parking lot elevation cannot be lowered sufficiently to match the
sidewalk elevation, it is anticipated that no more than a 6" high curb will need to be
incorporated into the Owner's construction of the sidewalk which will be constructed
flush with the top of the street curb, approximately 6" above the street.
WHEREAS, the Owner and City agree that the construction of the concrete drive
approach for this new drive location shall be included in the Owners construction of the
curb and gutter on Jenkins Street at the Owners cost-, and
WHEREAS, the Owner agrees to dedicate a public access easement around the
perimeter of the building (defined by a Public Access Exhibit) for sidewalks planned with
the Project, but by granting this public access easement to the City, Owner requests the
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City to add Owner's name (or its assigns) to the City's liability policy as an "Additional
Insured."
WHEREAS, the Owner agrees to maintain the sidewalks constructed with the
Project within the street right of way and public access easement, with the exception of
any area containing iconic hardscape or statues that are owned and supplied by the
City and any area that is within 3 feet from any point of the footprint of the hardscape,
which said area and content shall be the sole responsibility of the City; and
WHEREAS, the Owner agrees to provide street light bases and conduit in the
public Right -of -Way around the building to accommodate ten (10) antique light poles
(positioned per the Street Lighting Plan of the approved construction drawings) to
match the existing City owned poles currently along Main Street and the Owner hereby
agrees to pay to the City the cost for Oncor to remove existing light poles and fixtures
and purchase ten (10) new light poles and fixtures to be installed by the City upon
Owner provided bases. The City shall thereafter be responsible for on-going
maintenance of the poles and fixtures as well as being financially responsible for the
energy to illuminate the fixtures and
WHEREAS, the City utilizes two banner poles on the north end of Main Street to
display advertising for upcoming events and in an effort to help promote GrapeFest
2013, Owner agrees to leave the existing pole located on the east side of Main Street
intact until GrapeFest 2013 is concluded while concurrently providing the labor and
concrete foundation for the future re -location of the existing banner pole located along
the east side of Main Street (location shown on attached Exhibit B) and a matching
concrete foundation, directly across the street from the selected east side banner
foundation location, provided that the City reimburse the Owner for the cost of the
relocating the banner foundation on the west side of Main Street and that the City be
responsible for the removal and re -installation of both banner poles after the conclusion
of GrapeFest 2013.
NOW, THEREFORE, the parties to this Contract, the City and the "Owner", do
enter into this Cost Participation Contract, for good and valuable consideration, the
receipt and sufficiency of such consideration being hereby acknowledged, and in the
mutual promises and mutual benefits that flow to each party, do hereby contract,
covenant, warrant, and agree as follows:
Section 1. That all matters stated in the preamble above are found to be true
and correct and are incorporated into the body of this Cost Participation Contract as if
copied verbatim in their entirety.
Section 2. The "Owner" hereby agrees, at its sole cost, to employ a civil
engineer registered in the State of Texas to prepare and seal the construction plans of
the roadway improvements to Main Street, Wall Street and Jenkins Street.
Section 3. The "Owner" hereby agrees to fund the costs for a registered civil
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engineer to provide Construction Phase Engineering Services during the construction of
the roadway improvements.
Section 4. That the City agrees to design and construct the 8" waterline in
Jenkins Street, the storm drainage line in Jenkins Street and reconstruct the roadway
subgrade and asphalt pavement of Jenkins Street with City forces and to provide Owner
with an itemized materials list and pricing for water line, storm drainage line and asphalt
overlay material, (Exhibit A attached) which shall be made part of this Agreement.
Section 5. That the Owner agrees to provide funding for the materials
necessary for the construction of the 8" waterline and the asphalt pavement final surface
course in Jenkins Street from Northwest Highway to Wall Street.
Section 6. That the Owner agrees to construct all curb and gutter on Main
Street, Wall Street and Jenkins Street, including the drive approach to the parking lot in
the northeast corner of Jenkins Street and Wall Street at its sole cost.
Section 7. That the Owner agrees to dedicate the necessary public access
easements for the sidewalk constructed on the west, south and east boundary of the
Project, subject to the terms herein.
Section 8. That the Owner agrees to pay to the City the cost for removal of the
three existing street lights by Oncor reflected in Exhibit B and purchase ten new street
lights on Main Street, Wall Street and Jenkins Street, including conduit and pull boxes,
at owner's sole cost. Installation of the ten new street lights shall be performed by the
City at its cost.
Section 9. That the City agrees to install a new Oncor power supply pedestal
and meter box to provide power to the new street lights constructed with the "Project" at
the City's cost.
Section 10.1ndemnity Provisions. The "Owner" shall waive all claims, fully
release, indemnify, defend and hold harmless the City and all of its officials, officers,
agents, consultants and employees in both their public and private capacities, from any
and all liability, claims, suits, demands or causes of action, including all expenses of
litigation and / or settlement which may arise by injury to property or person occasioned
by error, omission, intentional or negligent act of "Owner", its officers, agents,
consultants and employees arising out of or in connection with this Contract, or on or
about the property, and "Owner" will, at its own cost and expense, defend and protect
the City and all of its officials, officers, agents, consultants and employees in both their
public and private capacities, from any and all such claims and demands. Also, "Owner"
agrees to and shall indemnify, defend and hold harmless the City and all of its officials,
officers, agents, consultants and employees in both their public and private capacities,
from and against any and all claims, losses, damages, causes of action, suit and
liability of every kind, including all expenses of litigation, court costs and attorneys' fees
for injury to or death of any person or for any damage to any property arising out of or in
connection with the construction under this Contract on or near the Subject property.
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This indemnity shall apply whether the claims, suits, losses, damages, causes of action
or liability arise in whole or in part from the intentional acts or negligence of "Owners" or
any of their officers, officials, agents, consultants and employees, whether said
negligence is contractual, comparative negligence, concurrent negligence, gross
negligence or any other form of negligence. The City shall be responsible only for the
City's primary negligence. The provisions above in this Section 6 shall apply only to
errors, omissions, and acts occurring during the construction of the Project and not
afterwards. Provided, however, that nothing contained in this Contract shall waive the
City's defenses or immunities under Section 101.001 et seq. of the Texas Civil Practice
and Remedies Code or other applicable statutory or common law.
Section 11. Indemnity Against Design Defects. Approval of the City
Engineer or other City employee, official, consultant, employee, or officer of any plans,
designs or specifications submitted by the "Owner" under this Contract shall not
constitute or be deemed to be a release of the responsibility and liability of the "Owner",
their engineer, contractors, employees, officers, or agents for the accuracy and
competency of their design and specifications. Such approval shall not be deemed to
be an assumption of such responsibility or liability by the City for any defect in the
design and specifications prepared by the consulting engineer, his officers, agents,
servants, or employees, it being the intent of the parties that approval by the City
Engineer or other City employee, official, consultant, or officer signifies the City's
approval of only the general design concept of the improvements to be constructed. In
this connection, the "Owners" shall, for a period of one (1) year following the City's
acceptance of the Project, indemnify and hold harmless the City, its officials, officers,
agents, servants and employees, from any loss, damage, liability or expense on
account of damage to property and injuries, including death, to any and all persons
which may arise out of any defect, deficiency or negligence of the engineer's designs
and specifications incorporated into any improvements constructed in accordance
therewith, and the "Owners" shall defend at his own expense any suits or other
proceedings brought against the City, its officials, officers, agents, servants or
employees, or any of them, on account thereof, to pay all expenses and satisfy all
judgements which may be incurred by or rendered against them, collectively or
individually, personally or in their official capacity, in connection herewith.
Section 12. Approval of Plans The "Owner" and City agree that approval of
plans and specifications by the City shall not be construed as representing or implying
that improvements built in accordance therewith shall be free of defects. Any such
approvals shall in no event be construed as representing or guaranteeing that any
improvement built in accordance therewith will be designed or built in a good and
workmanlike manner. Neither the City nor its elected officials, officers, employees,
contractors and/or agents shall be responsible or liable in damages or otherwise to
anyone submitting plans and specifications for approval by the City for any defects in
any plans or specifications submitted, revised, or approved, in the loss or damages to
any person arising out of approval or disapproval or failure to approve or disapprove
any plans or specifications, for any loss or damage arising from the non-compliance of
such plans or specifications with any governmental ordinance or regulation, nor any
defects in construction undertaken pursuant to such plans and specifications.
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Section 14. Upon completion of the construction of the Project, the public
improvements addressed in this document, with the exception of the sidewalks, and all
appurtenances thereto shall become the property of and shall be maintained by the City
(subject to the warranties of the contractor performing the work).
Section 15. Upon completion of the construction of the Project, the sidewalks
constructed within street right of way and public access easements shall be maintained
by the Owner (subject to the warranties of the contractor performing the work).
Section 16. Notwithstanding anything in this Contract, nothing herein waives
any right of immunity available to the City under applicable law. With respect to any
indemnity provided for herein from "Owner" to City, "Owner" do not assume any liability
for damages above and beyond what is recoverable against the City itself based on
immunity or damage limits applicable to the City.
Section 17. This Contract shall not be assignable without the express written
consent of City and "Owners."
Executed this Day of _, 2013.
CHATEAU GROUP I DEVELOPMEN1
LIMITED, LP
a Texas Limited Partnership
Gary Hazelwood
President
City Attorney
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M"WOMM
Before me, a notary public, on this day personally appeared
, known to me to be the person
whose name is subscribed to the foregoing document and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of 2013.
Notary Public Signature
Notary Public Printed or Typed Name
My commission expires:
HIMIXON
Before me, a notary public, on this day personally appeared
I known to me to be the person
whose name is subscribed to the foregoing document and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of 72013
Notary Public Signature
Notary Public Printed or Typed Name
My commission expires:
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GALLERY ON MAIN STREET
EXHIBIT'A'
kins Paving
psi u�p 2" overlay (NW HWY to Wall)
Lime stablization
Developer's portion
Jenkins Water
III. C900 water pipe
Fittings
Developer's portior,
.O,uantity Unit Unit Cost Cost
1 LS $5,200.00 $5,200.001
1 LS $4,800.00 $4,800.00i
000.001
320 LF $7.03 $2,250.00
1 LS $2,750.00 $2,750.00
$5,000.00
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