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HomeMy WebLinkAboutDevelopment Agreement01/11/00 14:12 FAX 817 640 9474 FAIRFIELD 19002 DEVELOPMENT AGREEMENT This Agreement is entered into this the _ day of by and between the CITY OF COLLEGE STATION, TEXAS, a Texas Home-Rule Municipal Corporation (hereinafter referred to as the "City"), and FF REALTY LLC, a Delaware limited liability company (hereinafter referred to as "Developer"). WHEREAS, Developer has entered into a contract to purchase the tract of land depicted and described on the plat attached hereto as Exhibit "A" (hereinafter referred to as "Property"); and WHEREAS, Developer has requested that the City Council rezone the Property (the " Zoning Change") to permit development of the Property as a multi-family apartment complex pursuant to a zoning application which has been submitted by Developer or its consultants to the City connection with the Property; and WHEREAS, the City has required that Developer enter into this Agreement in connection with any change in zoning granted by the City with respect to the Property; and NOW THEREFORE, for and in consideration of the recitations above, and in consideration of the promises and covenants herein expressed, the parties hereby agree and covenant as follows: 1. DEVELOPER'S OBLIGATIONS. Subject to Developer closing its acquisition of the Property, Developer agrees as follows: a. Developer agrees to dedicate and convey to the City at the time that the final plat for the Property, as approved by the City, is recorded, additional right of way for Jones-Butler Road over and across the portion of the Property which is described on Exhibit "B" attached hereto and made a part hereof, to the extent such land has not then previously been conveyed to the City; and b. Prior to the issuance of any certificates of occupancy for any structures DEVELOPMENT AGREEMENT -Page I SHAREMCLIENTS\3 1 M356700EVAGR.2 01/11/00 14:13 FAX 817 640 9474 FAIRFIELD 19003 located on the Property, Developer shall post or caused to be posted with the City e sum of $ as a fiscal deposit in connection with the improvement of Jones-Butler Road adjacent to the Property. The City agrees to accept such deposit as payment in full for all fiscal requirements in connection with the construction of Jones-Butler Road along the frontage of the Property, and that the City shall not be entitled to levy any other assessment or charge of any nature whatsoever against the Property or the owner of the Property in connection with the construction of Jones-Butler Road. 2. GOVERNING LAW. It is understood that this Agreement shall be governed by, and construed and enforced in accordance with, and subject to, the laws of the State of Texas. The parties agree that performance of this Agreement shall take place in Brazos County, Texas, and that venue shall lie in the court of competent jurisdiction in Brazos County, Texas. 3. BINDING EFFECT. It is understood and agreed that this Agreement shall. be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 4. ENTIRE AGREEMENT. It is understood that this Agreement contains the entire agreement between the parties and supersedes all prior agreements, arrangements, or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated unless in writing and agreed to by both parties. The parties agree that they have read the terms of this Agreement and familiarized themselves with the requirements hereunder and agree that they understand their rights and responsibilities hereunder. 5. AUTHORITY. The City and Developer each state that they are each authorized to sign this Agreement. 6. TIME. Time is of the essence. Unless otherwise specified, all references to "days" shall mean and refer to calendar days. Business days shall exclude all Saturdays, Sundays and Texas legal banking holidays. In the event the date for performance of any obligation hereunder shall fall on a Saturday, Sunday or Texas legal banking holiday, then that obligation shall be DEVELOPMENT AGREEMENT - Page 2r,:XsxAMD\CLIENTS\3186\35670\DBVACR.2 01/11/00 14:13 FAX 817 640 9474 FAIRFIELD performable the next following regular business day. 19004 7. SEVERABILITY. If any of the terms and conditions hereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other of the terms and conditions hereof and the terms and conditions hereof shall thereafter be construed as if such invalid, illegal, or unenforceable terms and conditions had never been contained herein. 8. COUNTERPARTS. This agreement may be executed in any number of identical counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all counterparts hereof taken together shall constitute but a single instrument. 9. PRESUMPTION CONCERNING INTERPRETATION. This Agreement shall not be construed more strictly against one party against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that all of the parties to this Agreement have contributed substantially and materially to the preparation of this Agreement. 10. FURTHER ASSURANCES. In connection with this Agreement as well as all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and all such transactions. 11. RECITALS. Any recitals in this Agreement are represented by parties hereto to be accurate, and constitute a part of the substantive agreement. 12. CONDITIONS TO DEVELOPER'S OBLIGATIONS. Notwithstanding any provision contained in this Agreement to the contrary, Developer's obligations under this Agreement shall be subject to, as a condition precedent, Developer (or its assignee) closing the acquisition of the Property. If Developer (or its assignee) does not close its acquisition of the Property, this Agreement shall terminate and Developer shall have no obligations or liabilities hereunder. If an DEVELOPMENT AGREEMENT - Page 3G:\SHARED\ci.IENTS\3186\356701DEVAGR.2 01/11/00 14:14 FAX 817 640 9474 FAIRFIELD 16005 assignee of Developer closes the acquisition of the Property, the purchaser of the Property shall be substituted for Developer hereunder and FF Realty LLC shall have no further obligations hereunder. 2A00 Dated this the day of ,1~9' By: CITY OF COLLEGE STATION Mayor FF REALTY LLC, a Delaware limited liability company By: FF Properties, Inc., a Delaware corporation, Manager By: Glenn D. Jones, Vice President THE STATE OF TEXAS § COUNTY OF BRAZOS § Z66a This instrument was acknowledged before me on the day of by , MAYOR of the City of'College Station, Texas, a Texas Home Rule Municipality, on behalf of said municipality. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF TARRANT § 2vopo This instrument was acknowledged before me on the day of , 41", by GLENN D. JONES, VICE PRESIDENT of FF PROPERTIES, INC., a Delaware corporation, GENERAL PARTNER of FF REALTY LLC, a Delaware limited liability company, on behalf of said corporation and limited liability company. DEVELOPMENT AGREEMENT - Page 4G:,sffmtED\cLEENTs\3186\35670\DsvAGR.2 01/11/00 14:14 FAX 817 640 9474 FAIRFIELD 10006 Notary Public, State of Texas DEVELOPMENT AGREEMENT -Page 5G!\SHARED~CLIENTS\3186135670\r)EVAGR.2 DEVELOPMENT AGREEMENT This Agreement is entered into this the day of , 2000, by and between the CITY OF COLLEGE STATION, TEXAS, a Texas Home Rule Municipal Corporation (hereinafter referred to as the "City"), and FF REALTY LLC, a Delaware limited liability company (hereinafter referred to as "Developer"). WHEREAS, Developer has entered into a contract to purchase the tract of land depicted and described on the plat attached hereto as Exhibit "A" (hereinafter referred to as "Property"); and WHEREAS, the City has required that Developer enter into this Agreement in connection with the development of the Property. NOW THEREFORE, for and in consideration of the recitations above, and in consideration of the promises and covenants herein expressed, the parties hereby agree and covenant as follows: 1. DEVELOPER'S OBLIGATIONS. Subject to Developer closing its acquisition of the Property, Developer agrees as follows: a. Developer agrees to dedicate and convey, or cause to be dedicated and conveyed, to the City at the time that the final plat for the Property, as approved by the City, is recorded, additional right of way for Jones-Butler Road which is described on Exhibit "B" attached hereto and made a part hereof, to the extent such land has not then previously been conveyed to the City; and b. Prior to the issuance of any certificates of occupancy for any structures located on the Property, Developer shall post or caused to be posted with the City the sum of $40,116.00 as a fiscal deposit in connection with the improvement of one-half (%i) of DEVELOPMENT AGREEMENT - Page 1 C:\WINDOWS\TEMP\Devagr.wpd Jones-Butler Road adjacent to the Property. The City agrees to accept such deposit as payment in full for all fiscal requirements in connection with the construction of Jones-Butler Road along the frontage of the Property, and that the City shall not be entitled to levy any other assessment or charge of any nature whatsoever against the Property or the owner of the Property in connection with the construction of Jones-Butler Road. 2. GRADING ON ADJACENT PROPERTY. The City agrees that Developer shall be entitled, in connection with the development of the Property, to enter on to the land owned by the City which is described on Exhibit "C" attached hereto and made a part hereof for purposes of transition and drainage swale and/or ditch grading, and shall be entitled to drain storm water from the Property into such drainage swale or ditch. 3. GOVERNING LAW. It is understood that this Agreement shall be governed by, and construed and enforced in accordance with, and subject to, the laws of the State of Texas. The parties agree that performance of this Agreement shall take place in Brazos County, Texas, and that venue shall lie in the court of competent jurisdiction in Brazos County, Texas. 4. BINDING EFFECT. It is understood and agreed that this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 5. ENTIRE AGREEMENT. It is understood that this Agreement contains the entire agreement between the parties and supersedes all prior agreements, arrangements, or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated unless in writing and agreed to by both parties. The parties agree that they have read the terms of this Agreement and familiarized themselves with the requirements hereunder and agree that they understand their rights and responsibilities hereunder. DEVELOPMENT AGREEMENT - Page 2 C:\W NDOWS\TEMP\Devagr.wpd 6. AUTHORITY. The City and Developer each state that they are each authorized to sign this Agreement. 7. TIME. Time is of the essence. Unless otherwise specified, all references to "days" shall mean and refer to calendar days. Business days shall exclude all Saturdays, Sundays and Texas legal banking holidays. In the event the date for performance of any obligation hereunder shall fall on a Saturday, Sunday or Texas legal banking holiday, then that obligation shall be performable the next following regular business day. 8. SEVERABILITY. If any of the terms and conditions hereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other of the terms and conditions hereof and the terms and conditions hereof shall thereafter be construed as if such invalid, illegal, or unenforceable terms and conditions had never been contained herein. 9. COUNTERPARTS. This agreement may be executed in any number of identical counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all counterparts hereof taken together shall constitute but a single instrument. 10. PRESUMPTION CONCERNING INTERPRETATION. This Agreement shall not be construed more strictly against one party against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that all of the parties to this Agreement have contributed substantially and materially to the preparation of this Agreement. 11. FURTHER ASSURANCES. In connection with this Agreement as well as all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be DEVELOPMENT AGREEMENT - Page 3 CAWDWWS\TEMP\Devagr.wpd necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and all such transactions. 12. RECITALS. Any recitals in this Agreement are represented by parties hereto to be accurate, and constitute a part of the substantive agreement. 13. CONDITIONS TO DEVELOPER'S OBLIGATIONS. Notwithstanding any provision contained in this Agreement to the contrary, Developer's obligations under this Agreement shall be subject to, as a condition precedent, Developer (or its assignee) closing the acquisition of the Property. If Developer (or its assignee) does not close its acquisition of the Property, this Agreement shall terminate and Developer shall have no obligations or liabilities hereunder. If an assignee of Developer closes the acquisition of the Property, the purchaser of the Property shall be substituted for Developer hereunder and FF Realty LLC shall have no further obligations hereunder. Dated this the day of 12000. CITY OF COLLEGE STATION, a Texas Home Rule Municipal Corporation By: Mayor FF REALTY LLC, a Delaware limited liability company By: FF Properties, Inc., a Delaware corporation, Manager By: Glenn D. Jones, Vice President DEVELOPMENT AGREEMENT - Page 4 CAWflgD0WS\TEnP\Devagr.wpd THE STATE OF TEXAS COUNTY OF BRAZOS This instrument was acknowledged before me on the day of , 2000, by , MAYOR of the City of College Station, Texas, a Texas Home Rule Municipal Corporation, on behalf of said municipal corporation. My Commission Expires: THE STATE OF TEXAS COUNTY OF TARRANT Notary Public, State of Texas This instrument was acknowledged before me on the day of , 2000, by GLENN D. JONES, VICE PRESIDENT of FF PROPERTIES, INC., a Delaware corporation, GENERAL PARTNER of FF REALTY LLC, a Delaware limited liability company, on behalf of said corporation and limited liability company. My Commission Expires: Notary Public, State of Texas DEVELOPMENT AGREEMENT - Page 5 CAWRgDOws\TEMP\\Devagr.wpd