Item 5B City of Southlake, Texas
MEMORANDUM
May 9, 2002
To: Billy Campbell, City Manger
From: Pedram Farahnak, P.E., Director of Public Works, 481-2308
Subject: Authorize the Mayor to execute a Commercial Developer's
Agreement for Gateway Church located on East Southlake Boulevard
across from Village Center.
Action
Requested: Authorize the Mayor to execute a Commercial Developer's
Agreement for Gateway Church located in the 2100 Block of E.
Southlake Boulevard.
Background
Information: The final plat for Gateway Church was approved on May 9, 2002.
The property is located on the south side of Southlake Boulevard
just east of Village Center Drive. This developer's agreement
covers the installation of an 8-inch public water line on site
connected to a 12-inch main on FM 1709. There are no waivers
being requested.
Financial
Consideration: The required Park Fee for this 13.675 acres development is
$10,940. The Park Board recommends credit for the fee be met
with the construction of an 8' wide multi-use trail; on the FM 1709
property.
Citizen Input/
Board Review: None.
Legal Review: This is the City's standard Commercial Developer's Agreement
originally drafted by the City Attorney.
Alternatives: The Council may approve, deny it or modify the agreement.
Supporting
Documents: Commercial Developer's Agreement
Location Map
Final Plat
Staff
Recommendation: Please approve commercial developer's agreement for Gateway
Church.
Staff
Contact: Pedram Farahnak, P.E., Director of Public Works, 481-2308
Charlie Thomas. P.E., City Engineer, 481-2175
PF/kw
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GATEWAY CHURCH
COMMERCIAL DEVELOPER AGREEMENT
An agreement between the City of Southlake, Texas, hereinafter referred to as
the "City", and the undersigned Developer, hereinafter referred to as the
"Developer", of Gate ay G60 ch, hereinafter referred to as "Addition" to the City
of Southlake, Tarrant County, Texas, for the installation of certain community
facilities located therein, and to provide city services thereto. It is understood by
and between the parties that this Agreement is applicable to the Addition (a
commercial development) and to the off-site improvements necessary to support
the Addition.
GENERAL REQUIREMENTS
A. It is agreed and understood by the parties hereto that the
Developer shall employ a civil engineer licensed to practice in the
State of Texas for the design and preparation of the plans and
specifications for the construction of all facilities covered by this
Agreement.
B. The Developer will present to the City either a cash escrow, Letter
of Credit, performance bond and payment bond acceptable to the
City guaranteeing and agreeing to pay an amount equal to 100% of
the value of the construction cost of all the public facilities to be
constructed by the Developer, and providing for payment to the City
of such amounts, up to the total remaining amounts required for the
completion of the Addition if the Developer fails to complete the
work within two (2) years of the signing of this Agreement between
the City and Developer. All bonds shall be issued by a Best-rated
bonding company. All letters of credit must meet the Requirements
for Irrevocable Letter of Credit attached hereto and incorporated
herein.
The value of the performance bond, letter of credit or cash escrow
will reduce at a rate consistent with the amount of work that has
been completed by the Developer and accepted by the City.
Performance and payment bond, letter of credit or cash escrow
from the prime contractor(s) or other entity reasonably acceptable
to the City, hereinafter referred to as Contractor, will be acceptable
in lieu of Developer's obligations specified above.
C. The Developer agrees to furnish to the City maintenance bonds,
letter of credit and cash escrow amounting to 20% of the cost of
construction of underground public utilities and 50% for the paving.
These maintenance bonds, letter of credit or cash escrow will be for
a period of two (2) years and will be issued prior to the final City
Commercial Developer Agreement
1
acceptance of the Addition. The maintenance bonds, letter of credit
or cash escrow will be supplied to the City by the contractors
performing the work, and the City will be named as the beneficiary
if the contractors fail to perform any required maintenance.
D. It is further agreed and understood by the parties hereto that upon
acceptance by the City, title to all facilities and improvements
mentioned herein above which are intended to be public facilities
shall be vested in the City, and Developer hereby relinquishes any
right, title, or interest in and to said facilities or any part thereof. It is
further understood and agreed that until the City accepts such
improvements, the City shall have no liability or responsibility in
connection with any such facilities. Acceptance of the facilities for
this provision and for the entire Agreement shall occur at such time
that the City, through its City Manager or his duly appointed
representative, provides Developer with a written acknowledgement
that all facilities are complete, have been inspected and approved,
and are being accepted by the City.
E. On all public facilities included in this Agreement for which the
Developer awards his own construction contract, Developer agrees
to the following procedure:
1. Developer agrees to pay the following:
a. Inspection fees equal to three percent (3%) of the
cost of the water , street, drainage and sanitary sewer
facilities, on all facilities included in this agreement for
which Developer awards his or her own construction
contract, to be paid prior to construction of each
phase and based on actual bid construction cost;
b. Administrative Processing Fee equal to two percent
(2%) of the cost of water, street, drainage and
sanitary sewer facilities, on all facilities included in this
Agreement for which Developer awards his or her
own construction contract, to be paid prior to
construction of each phase and based on actual bid
construction cost;
c. Trench testing (95% Standard);
d. The additional charge for inspections during Saturday,
Sunday, holidays, and after normal working hours;
kir e. Any charges for retesting as a result of failed tests;
Commercial Developer Agreement
2
f. All gradation tests required to insure proper cement
and/or lime stabilization.
2. The City agrees to bear the expense of:
a. All nuclear density tests on the roadway subgrade
(95% Standard);
b. Technicians time for preparing concrete cylinders;
and
c. Concrete cylinder tests and concrete coring samples.
The City can delay connection of buildings to service lines or
water mains constructed under this Agreement until said
water mains and service lines have been completed to the
satisfaction of and acceptance by the City.
F. The Developer will be responsible for mowing all grass and weeds
and otherwise reasonably maintaining the aesthetics of all land and
lots in said Addition which have not been sold to third parties. After
fifteen (15) days written notice, should the Developer fail in this
responsibility, the City may contract for this service and bill the
Developer for reasonable costs. Such amount shall become a lien
upon all real property of the Addition so maintained by the City, and
not previously conveyed to other third parties, 120 days after
Developer has notice of costs.
G. Any guarantee of payment instrument (Performance Bond, Letter of
Credit, etc.) submitted by the Developer or Contractor on a form
other than the one which has been previously approved by the City
as "acceptable" shall be submitted to the City Attorney and this
Agreement shall not be considered in effect until such City Attorney
has approved the instrument. Approval by the City shall not be
unreasonably withheld or delayed.
H. Any surety company through which a bond is written shall be a
surety company duly authorized to do business in the State of
Texas, provided that the City, through the City Manager, shall retain
the right to reject any surety company as a surety for any work
under this or any other Developer's Agreement within the City
regardless of such company's authorization to do business in
Texas. Approval by the City shall not be unreasonably withheld or
delayed.
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Commercial Developer Agreement
3
The Developer agrees to fully comply with the terms and conditions
fir., of all other applicable development regulations and ordinances of
the City.
J. The Developer agrees that the completed project will be
constructed in conformance with the Development Site Plan,
Construction Plans and other permits or regulatory authorizations
granted by the City during the development review process.
II. FACILITIES
A. ON-SITE WATER
The Developer hereby agrees to install water facilities to service
lots as shown on the final plat of the Addition. Water facilities will
be installed in accordance with plans and specifications to be
prepared by the Developer's engineer and released by the City.
Further, the Developer agrees to complete this installation in
accordance with Ordinance No. 170 and shall be responsible for all
construction costs, materials and engineering. In the event that
certain water lines are to be oversized because of City
requirements, the City will reimburse the Developer for the oversize
cost greater than the cost of an 8" line. Additionally, the City
agrees to provide temporary water service at Developer's request
and expense, for construction, testing and irrigation purposes only,
to individual lots during the construction of buildings, even though
sanitary sewer service may not be available to the buildings.
B. DRAINAGE
Developer hereby agrees to construct the necessary drainage
facilities within the Addition. These facilities shall be in accordance
with the plans and specifications to be prepared by Developer's
engineers, released by the Director of Public Works, the City, and
made part of the final plat as approved by the Planning and Zoning
Commission. The Developer hereby agrees to fully comply with all
EPA and TNRCC requirements relating to the planning, permitting
and management of storm water which may be in force at the time
that development proposals are being presented for approval by
the City.
C. STREETS
The street construction in the Addition will be installed in
accordance with plans and specifications to be prepared by the
Developer's engineer and released by the Director of Public Works.
Commercial Developer Agreement
4
1. The Developer will be responsible for:
a) Installation and two year operation of street lights,
which is payable to the City prior to final acceptance
of the Addition; or an agreement with utility provider
stating that no charge will be made for street lights for
the two-year duration.
b) Installation of all street signs designating the names
of the streets inside the Addition, said signs to be of a
type, size, color and design standard generally
employed by the Developer and approved by the City
in accordance with City ordinances;
c) Installation of all regulatory signs recommended
based upon the Manual on Uniform Traffic Control
Devices as prepared by the Developer's engineer by
an engineering study or direction of the Director of
Public Works. It is understood that Developer may
put in signage having unique architectural features,
however, should the signs be moved or destroyed by
any means, the City is only responsible for
replacement of standard signage.
2. All street improvements will be subject to inspection and
approval by the City. No work will begin on any street
included herein prior to complying with the requirements
contained elsewhere in this Agreement. All water, sanitary
sewer, and storm drainage utilities which are anticipated to
be installed within the street or within the street right-of-way
will be completed prior to the commencement of street
construction on the specific section of street in which the
utility improvements have been placed or for which they are
programmed. It is understood by and between the
Developer and the City that this requirement is aimed at
substantial compliance with the majority of the pre-planned
facilities.
It is understood that in every construction project a decision
later may be made to realign a line or service which may
occur after construction has commenced. The Developer
has agreed to advise the City Director of Public Works as
quickly as possible when such a need has been identified
and to work cooperatively with the City to make such utility
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Commercial Developer Agreement
5
change in a manner that will be least disruptive to street
construction or stability.
D. ON-SITE SANITARY SEWER FACILITIES
The Developer hereby agrees to install sanitary sewage collection
facilities to service lots as shown on the final plat of the Addition.
Sanitary sewer facilities will be installed in accordance with the
plans and specifications to be prepared by the Developer's
engineer and released by the City. Further, the Developer agrees
to complete this installation in compliance with all applicable city
ordinances, regulations and codes and shall be responsible for all
construction costs, materials, engineering, permits and Impact
Fees. In the event that certain sewer lines are to be oversized
because of City requirements, the City will reimburse the Developer
for the oversize cost greater than the cost of an 8" line.
E. EROSION CONTROL
During construction of the Addition and after the streets have been
installed, the Developer agrees to keep the streets free from soil
build-up. The Developer agrees to use soil control measures such
as hay bales, silt screening, hydromulch, etc., to prevent soil
erosion. It will be the Developer's responsibility to present to the
Director of Public Works a soil control development plan that will be
implemented for this Addition. When in the opinion of the Director
of Public Works there is sufficient soil build-up on the streets or
other drainage areas and notification has been given to the
Developer, the Developer will have seventy-two (72) hours to clear
the soil from the affected areas. If the Developer does not remove
the soil within 72 hours, the City may cause the soil to be removed
either by contract or City forces and place the soil within the
Addition at the contractor's expense. All fees owed to the City will
be collected prior to acceptance of the Addition.
F. AMENITIES
It is understood by and between the City and Developer that the
Addition may incorporate a number of unique amenities and
aesthetic improvements such as ponds, aesthetic lakes, unique
landscaping, walls, and may incorporate specialty signage and
accessory facilities. The Developer agrees to accept responsibility
for the construction and maintenance of all such aesthetic or
specialty items such as walls, vegetation, signage, landscaping,
street furniture, pond and lake improvements until such
responsibility is turned over to a homeowners association.
Commercial Developer Agreement
6
G. USE OF PUBLIC RIGHT-OF-WAY
It is understood by and between the City and Developer that the
Developer may provide unique amenities within public right-of-way,
such as landscaping, irrigation, lighting, etc., for the enhancement
of the Addition. The Developer agrees to maintain these amenities
until such responsibility is turned over to a homeowners
association. The Developer understands that the City shall not be
responsible for the replacement of these amenities under any
circumstances and further agrees to indemnify and hold harmless
the City from any and all damages, loss or liability of any kind
whatsoever by reason of injury to property or third person
occasioned by its use of the public right-of-way with regard to these
improvements and the Developer shall, at his own cost and
expense, defend and protect the City against all such claims and
demands.
H. START OF CONSTRUCTION
Before the construction of the water, sewer, streets or drainage
facilities can begin, the following must take place:
1. Approved payment and performance bonds must be
submitted to the City in the name of the City prior to
commencement of any work.
2. At least six (6) sets of construction plans to be stamped
"Released fcr Construction" by the Director of Public Works
must be submitted.
3. All fees required to be paid to the City.
4. Developer Agreement must be executed.
5. The Developer, or Contractor, shall furnish to the City a
policy of general liability insurance, naming the City as co-
insured, prior to commencement of any work.
6. A Pre-Construction Meeting to be held with all Contractors,
major Sub-Contractors, Utilities and appropriate Government
Agencies.
Commercial Developer Agreement
7
GENERAL PROVISIONS
A. INDEMNIFICATION
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND
DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND
CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND EXPENSES OF ATTORNEYS,
EXPERT WITNESSES AND OTHER CONSULTANTS), ARISING
OUT OF OR IN CONNECTION WITH, DIRECTLY OR
INDIRECTLY, THE CONSTRUCTION, MAINTENANCE,
OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID
IMPROVEMENT OR IMPROVEMENTS, AND SHALL FURTHER
BE LIABLE FOR INJURY OR DAMAGE TO CITY PROPERTY,
ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL
ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, INVITEES OR
CIF TRESPASSERS.
DEVELOPER AGREES TO INDEMNIFY THE CITY, ITS
OFFICERS AND EMPLOYEES FOR ANY DAMAGES, CLAIMS
OR LIABILITIES ARISING FROM THE NEGLIGENT ACT OR
OMISSION, OR OF THE CONCURRENT NEGLIGENT ACT OR
OMISSION, OF THE CITY, ITS OFFICERS AND EMPLOYEES.
B. Venue of any action brought hereunder shall be in Fort Worth,
Tarrant County, Texas.
C. Approval by the Director of Public Works or other City employee of
any plans, designs or specifications submitted by the Developer
pursuant to this Agreement shall not constitute or be deemed to be
a release of the responsibility and liability of the Developer, his
engineer, 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 and
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
Director of Public Works signifies the City's approval on only the
Commercial Developer Agreement
8
general design concept of the improvements to be constructed. In
this connection, the Developer shall for a period of two (2) years
after the acceptance by the City of the completed construction
project, indemnify and hold harmless the City, its 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 Developer shall defend at his own
expense any suits or other proceedings brought against the City, its
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 or any of them in
connection with herewith.
D. This Agreement or any part herein, or any interest herein, shall not
be assigned by the Developer without the express written consent
of the City Manager, which shall not be unreasonably withheld or
delayed.
E. On all facilities included in this Agreement for which the Developer
awards his or her own construction contract, the Developer agrees
to employ a construction contractor who is approved by the City,
and whose approval shall not be unreasonably withheld or delayed,
said contractor to meet City and statutory requirements for being
insured, licensed and bonded to do work in public projects and to
be qualified in all respects to bid on public projects and to be
qualified in all respects to bid on public projects of a similar nature.
In addition, the Developer, or Contractor shall furnish the payment
and performance bonds in the name of the City prior to the
commencement of any work hereunder and shall also furnish to the
City a policy of general liability insurance.
F. Work performed under the Agreement shall be completed within
two (2) years from the date thereof. In the event the work is not
completed within the two (2) year period, the City may, at its
election, draw down on the performance bond, letter of credit or
other security provided by Developer and complete such work at
Developer's expense; provided, however, that if the construction
under this Agreement shall have started within the two (2) year
period, the City may agree to renew the Agreement with such
renewed Agreement to be in compliance with the City policies in
effect at that time.
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Commercial Developer Agreement
9
A. OFF-SITE DRAINAGE
B. OFF-SITE SEWER
C. OFF-SITE WATER
D. PARK FEES
a requir and dedication fo evelopmenf,i 27 acres.of
an �,e(e. . en yin pa d`ca :es o H, d dr
a 8r er� s a ('A$.675 apre&Vt 940.
�, nn 3- ^� � mr5�>33r N �`�'ry 2 r w���5'S�''�
T r Parks and Recreat oars a e ee in
""a - a,°s G;a da � 'e,r$ 3„w - ,�,�''M. n y ;
approvedZ 7-0 rearm €fate oc ( dark
dedication req rrer �
credr £ for th tot am u o e erred fe fl ,through
construction ry a a foo ., ul rar °orb :.. ' 7a
frontage`of eir pro erty
E. TREE PRESERVATION ORDINANCE
All construction activities shall meet the requirements of the Tree
Preservation Ordinance No. 585-A.
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SIGNED AND EFFECTIVE on the date last set forth below.
DEVELOPER: Gafewav Church
By:
Title:
Address: 21:irffe'touth1ak ri r ,.Sou hirake, ezas'76"a92
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STATE OF
COUNTY OF
On , before me,
Notary Public, personally appeared , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his
signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
(SEAL)
Notary Public
My commission expires:
CITY OF SOUTHLAKE, TEXAS
By:
Rick Stacy, Mayor
ATTEST:
Sandra LeGrand, City Secretary
Date:
Commercial Developer Agreement
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REQUIREMENTS FOR IRREVOCABLE LETTER OF CREDIT
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1 . The Letter of Credit must have a duration of at least one year.
2. The Letter of Credit may be substituted for utility security deposits
exceeding $10,000.00. The City reserves the right to specify the face
amount of the letter of credit.
3. The Letter of Credit must be issued by a FDIC insured bank in a form
acceptable to the City of Southlake. The City reserves the right to
approve/disapprove the bank issuing the Letter of Credit.
4. The Letter of Credit must be issued by a bank that has a minimum capital
ratio of six (6%) percent, and has been profitable for each of the last two
consecutive years.
5. The customer must provide the City with supporting financial information
on the bank to allow the City to ascertain requirements are met. Suitable
financial information would be the previous two (2) years December 31
Call Reports submitted to the FDIC and audited financial statements.
6. Partial drawings against Letters of Credit must be permitted.
7. The City must be able to draft on sight with proof of amount owed.
8. The customer pays any and all fees associated with obtaining Letter of
Credit.
9. Expiring Letter of Credit must be replaced by substitute Letters of Credit at
least 30 days prior to the expiration date on the Letter of Credit held by the
City.
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Commercial Developer Agreement
12
City of Southlake, Texas
MEMORANDUM
April 17, 2002
TO: Charlie Thomas, City Engineer
FROM: Chris Carpenter, Senior Park Planner
SUBJECT: Recommended Park Dedication Requirements — Gateway Church
At their April 8, 2002, meeting, the Parks and Recreation Board considered a recommendation to
accept the payment of fees in lieu of parkland dedication as meeting the park dedication
requirements for Lot 1, Block 1, Gateway Church Addition, a 13.675-acre non-residential
development. The required land dedication for this development is .27 acres of park land.
The equivalent in park dedication fees for this addition, at $800 per gross acre (x) 13.675
acres is $10,940.
Section 7.05(A)(1) of the City of Southlake Subdivision Ordinance states the following: "The City
Council shall, upon recommendation by the Park Board, determine the applicability of a
developer's payment of fees in lieu of the land dedication requirements of this section."
■ The Parks and Recreation Board at their April 8, 2002, meeting approved (7-0) a
recommendation to the City Council that the park dedication requirements for this
development be met through a credit for the total amount of the required fees
through construction of an 8-foot multi-use trail on the F.M. 1709 frontage of their
property.
Please note also that Section 7.07 of the City of Southlake Subdivision Ordinance specifies that
the recommended park dedication assessment by the Parks and Recreation Board is subject to the
approval of the Planning and Zoning Commission and/or the City Council, and is dependent
upon the number of dwelling units (residential) or developed acreage (non-residential).
Therefore the above recommendation is subject to change dependent upon further review of a
particular development or changes to the proposed development that affect the fee criteria, if any.
CLC
cc: Malcolm Jackson, Chief of Building Services
Bruce Payne, Planning Director
Kevin Hugman, Community Services Director
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