HomeMy WebLinkAboutDevelopment AgreementDEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Development Agreement") is made and
entered into effective as of the _ -Pk day of August, 2002, by and' between DELMAR
BAR.ONHEAD I, LTD., a Texas limited partnership ("Delmar"), and COLLEGE STATION
WINGS, INC., a Texas corporation ("Wings").
RECITALS
A. Delmar owns approximately 28.5 acres of land situated in Brazos County, Texas,
legally described as all of Lot 1 and Lot 8, and a portion of Lot 5, of Block One, The Gateway
Phase I, an Addition to the City of College Station, Texas according to the plat thereof recorded
in Volume 3663, Page 313, Official Records of Brazos County, Texas (sometimes collectively
referred to as the "Delmar Parcel").
B. Wings is the owner of that certain lot or parcel of land, lying adjacent to the Delmar
Parcel, and being legally described as Lot 7 of Block One, The Gateway Phase I, an Addition to the
City of College Station, Texas according to the plat thereof recorded in Volume 3663, Page 313
Official Records of Brazos County, Texas ("Lot 7" or the "Wings Parcel").
C. Delmar and Wings entered into that certain Repurchase Option Agreement (herein
so called), dated as of June 20, 2000, a memorandum of which is recorded in Volume 3848, Page
211 of the Official Records of Brazos County, Texas.
D. In order to proceed with Wings' intended development of the Wings Parcel, the
City of College Station is requiring Wings to obtain the right to use twenty-eight (28) off-site
parking spaces adjacent to the Wings Parcel, and Delmar has agreed to grant an easement on the
Delmar Parcel to assist Wings in satisfying such obligation.
E. In order to coordinate the development of The Gateway subdivision as an integrated
first-class shopping center, the parties desire to modify the Repurchase Option Agreement and to
enter into other agreements, all as set forth hereinbelow.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements
set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. The last sentence of Paragraph 1 of the Repurchase Option Agreement is hereby
deleted and replaced with the following:
"As used herein, "to commence construction" means that Wings shall have
obtained approval from the City of College Station of (i) Wings' site plan and
building plans and (ii) a building permit for a "Wings 'N More" restaurant building
DEVELOPMENT AGREEMENT - Page 1
on Lot 7. Wings covenants and agrees to diligently pursue such approvals.
Notwithstanding the foregoing, if and in the event that Wings shall not have
commenced pouring concrete for the foundation of such building within six (6)
months after the date of this Development Agreement, then Delmar may exercise
the option at any time after the expiration of such six (6) month period. "
2. Except as amended by the preceding paragraph, the Repurchase Option Agreement
shall remain in full force and effect.
3. As partial consideration for this Development Agreement, the parties hereby agree
as follows:
a. Wings consents to the inclusion of the Wings Parcel in a replat of portions
of The Gateway subdivision solely for the purpose of relinquishing any
rights that Wings might otherwise have to place or maintain a freestanding
sign on the Wings Parcel. Wings hereby knowingly and intentionally
relinquishes any such rights to place or maintain a freestanding sign on the
Wings Parcel. Among other things, the replat will provide for the
inclusion of the entire University Drive frontage of the Wings Parcel in the
total street frontage of the "Building Plot" consisting of Lot 1, Lot 7 and
Lot 8, for purposes of determining the maximum allowable size of a
freestanding sign on the Building Plot pursuant to applicable law.
b. Wings agrees to join in executing and acknowledging such replat promptly
upon request by Delmar. Such replat shall be prepared and filed for record
at Delmar's sole cost and expense. In addition, promptly upon request by
Delmar, Wings agrees to join in executing and acknowledging any other
reasonable document to amend any of the existing easements, covenants or
restrictions presently of record and affecting any portion of The Gateway
subdivision, to the extent Delmar reasonably deems such amendment
necessary to the development of The Gateway subdivision as an integrated
first-class shopping center.
C. Delmar intends to erect, at no cost to Wings, a freestanding, multi-tenant
sign on the Delmar Parcel at a location adjacent to University Drive to be
determined by Delmar. If and when Delmar erects such freestanding sign,
Delmar agrees to permit Wings to fabricate, install and maintain, at the sole
cost and expense of Wings, one (1) pair of sign panels on such freestanding
sign, subject to prior approval of the design of such sign panels by Delmar
and the City of College Station. The area of Wings' sign panels shall not
exceed forty (40) square feet each. The position of Wings' sign panels on
the freestanding sign shall be determined by Delmar.
DEVELOPMENT AGREEMENT - Page 2
4. As additional consideration for this Development Agreement, Delmar agrees to
grant and does hereby grant to Wings a non-exclusive easement for automobile parking on a
portion of the Delmar Parcel adjacent to the Wings Parcel, not to exceed twenty-eight (28)
standard-size automobile parking spaces, as more fully set forth in the Parking Easement
Agreement (herein so called) attached hereto as Exhibit "A" and incorporated herein by reference
as if fully set forth herein. Delmar and Wings shall execute and deliver the Parking Easement
Agreement concurrently with the mutual execution of this Development Agreement. Except as
specifically provided herein with respect to parking spaces, Wings shall be solely responsible for
satisfying all requirements of the City of College Station relating to the development of the Wings
Parcel. Delmar acknowledges that the parking spaces within the Easement Tract shall be counted
towards the minimum number of parking spaces required for the Wings Parcel by city ordinance.
5. This Development Agreement is binding upon and, except as otherwise provided,
shall inure to the benefit of the parties hereto and their respective successors and assigns. This
Development Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements (except as
otherwise expressly provided herein), whether written or oral, regarding such subject matter. Any
amendment to this Development Agreement must be in writing and signed by both parties hereto.
6. This Development Agreement may be executed in two or more identical
counterparts, each of which shall be deemed an original and all of which together shall be
construed as one and the same agreement.
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Executed to be effective as of the date first set forth above.
DELMAR BARONHEAD I, LTD.
By: Delmar Baronhead I GP #1, LLC,
its general partner
By:
Frank Mihalopoulos, esident
COLLEGE STATION WINGS, INC.
By:
Name:
Title:, rG
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