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HomeMy WebLinkAbout8-13-98-5-f - Resolution - 08/13/1998 q s o[ution NO. 8-13-98-5-f RESOL A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, PROVIDING A GRANT TO COLLEGE STATION DEVELOPMENT GROUP, L.P., FOR ECONOMIC DEVELOPMENT. WHEREAS, the City Council has developed the Business Center at College Station for the express purpose of attracting new business and industry to the community; WHEREAS, the City Council is authorized by Section 380, TEXAS LOCAL GOVT. CODE, to provide for grants of public money to promote local economic development and to stimulate business in the City of College Station; and WHEREAS, the City cannot construct Gateway Boulevard, which provides access to Lots 3R and 4R, Block 3, of Phase I of the Business Center at College Station, to be developed by College Station Development Group, L.P., on or before the completion of the new lease facility by College Station Development Group, L.P.; and WHEREAS, College Station Development Group, L.P., is willing to construct 500 feet of Gateway Boulevard using the design, plans and specifications provided by the City; and WHEREAS, College Station Development Group, L.P., can meet the construction comple6on schedule of its facility and for its lease of said facility to Prodigene. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1: That the City Council hereby authorizes the grant of funds to the COLLEGE STATION DEVELOPMENT GROUP, L.P., to construct Gateway Boulevard using the design, plans and specifications provided by the City. PART 2: That the City Council hereby determines that the cost of construction plus overhead is $521,070.04, and is based on a good faith estimate submitted by College Station Development Group, L.P. No additional grant shall be made for the consmuction of Gateway Boulevard unless the City makes any change to the design of the roadway and unless payment for said change is authorized by the City Council. Provided, however, CSDG shall not be obligated to conform to any change to the design of the roadway unless such change is received in writing from the City and payment has been authorized by the City Council. In the event payment for such change has not been authorized by the City Council within ten (10) days after receipt of a change in the design of the roadway by CSDG, CSDG may proceed with the work under the original design without regard to the requested change. 1 Resolution No. 8-13-98-5-f Page 2 PART 3: That the City Council is making this grant because College Station Development Group, L.P., has agreed to construct Gateway Boulevard in the Business Center in accordance with all designs, plans and specifications provided by City and in accordance with City of College Station Code of Ordinances. PART 4: That the funds from this grant shall not be paid to College Station Development Group, L.P., until the final completion of Gateway Boulevard in accordance with all designs, plans and specifications. Final completion shall mean that all the work has been completed, all final punch list items have been inspected and satisfactorily completed, all payments to materialmen and subcontractors have been made, all documentation and warranties have been submitted and all closeout documents have been reviewed by the City. The City shall make payment within thirty (30) days after final completion. PART 5: That College Station Development Group, L.P., shall provide, or cause its contractor to provide, payment and performance bonds on this project for the benefit of the City and additionally shall provide a one year unconditional warranty to the City for all construction and labor performed and materials used in the construction of Gateway Boulevard as set out in Exhibit A attached hereto and incorporated herein by reference. PART 6: That the City shall be entitled to inspect the work and materials used on the project and reject any nonconforming work as specifically provided in Exhibit A. PART 4: That the City Council is hereby establishing this program or process or grant of funds to promote the City of College Station economy and economic development at the Business Center. PART 5: That this resolution shall take effect immediately from and after its passage. ADOPTED by the City Council of the City of College Station, Texas, this 13th day of August, A.D. 1998. ATTEST: CONNIE HOOKS, City Secretary APPROVED: LYNtKI MclLHANEY, Mg/yor EXHiBIT "A" GRANT AGREEMENT BETWEEN THE CITY OF COLLEGE STATION, TEXAS AND COLLEGE STATION DEVELOPMENT GROUP, L.P. This Agreement is entered into by and between the City of College Station, Texas, (hereinafter referred to as "City") and College Station Development Group, L.P. (hereinafter referred to as "CSDG") on this __ day of , 1998, and is for the creation of a grant of money by the City to CSDG to promote economic development by providing access to Lots 3R and 4R, Block 3, in the Business Center at College Station. The parties do mutually agree as follows: 1. CSDG agrees to construct in a good and workmanlike manner approximately 500 linear feet of Gateway Boulevard, Phase 2A, (hereinafter "Project") in accordance with the designs, plans and specifications and drawings provided to them by the City and the City agrees to pay CSDG the amount provided in Resolution No. All the terms and conditions provided in Resolution No. are incorporated into this agreement as a part of the conditions of the grant. 2. The following additional requirements and conditions shall apply to receipt of the grant of money for the construction of Gateway Boulevard: 3. Entry, Observation, Testing & Possession 3.01. The City reserves the right to enter the Project site or sites by such employee(s) or agent(s) as it may elect for the purpose of inspecting the work. The City further reserves the right to enter the Project site or sites for the purpose of performing such collateral work as the City may desire. Provided, however, any entry by such employee(s), agent(s) or representative(s) of the City shall be at the SOLE RISK OF THE CITY, ITS EMPLOYEE(S), AGENT(S) OR REPRESENTATIVE(S). Further, the performance of collateral work by the City will be coordinated with CSDG and shall be performed in a manner so as not to interfere with the work of CSDG. The City shall be responsible for costs of repair and restoration of the work performed by CSDG in the event such work is disturbed by the performance of any collateral work by the City. 3.02. The City's Representative shall have the fight, at all reasonable times, to observe and test the work. CSDG shall make necessary arrangements and provide proper facilities and access for such observation and tesfng at any location where the work or any part thereof is in preparation or progress. CSDG shall g/ve ample notice as to the time each part of the work will be ready for observation. 3.03. The City's Representative may require CSDG to remove, dismantle, or uncover completed work. If the work is not in accordance with the plans, specifications, or other Contract Documents, CSDG shall pay the costs of repair and restoration of the work required to be removed, dismantled, or uncovered. If the work is in accordance with the plans, specifications, and other Contract Documents, the City shall pay the costs of repair and restoration of the work. lah\i:~oup\legaixpmjt~ontanX~ntao~.dot EXHIBIT "A" 4. Rejected Work 4.01. All work deemed not in conformity with this Agreement as determined by the City in its sole discretion, may be rejected by the City. Prior to the time a certificate of final completion is issued, the City's Representative may reject any work found to be defective or not in accordance with the designs, plans or specifications, regardless of the stage of the work's completion or the time or place of discovery of such defects or inconsistencies and regardless of whether the City's Representative has previously accepted the work through oversight or otherwise. Neither observations nor inspections, tests, or approvals made by the City's Representative, or other persons authorized under this Agreement to make such observations, inspections, tests, or approvals, shall relieve CSDG from the obligation to perform the work in accordance with the requirements of this Agreement and the designs, plans, drawings or specifications. 4.02. If the work or any part thereof is rejected by the City, it shall be deemed by the City's Representative as not in conformity with this Agreement. Any remedial action required, as set forth herein, shall be at CSDG's expense, as follows: CSDG may be required, at the City's option, after notice from the City's Representative, to remedy such work so that it shall be in full compliance with this Agreement. All rejected work or materials shall be immediately replaced in order to conform with this Agreement. If the City deems it inexpedient to correct work damaged or not done in accordance with this Agreement, an equitable deduction from the agreed sum may be made by the City at the City's sole discretion. Provided, however, in the event CSDG has initiated action to correct the damaged work or work not done in accordance with this Agreement within ten (10) days of CSDG's receipt of notice from the City, and as long as CSDG diligently pursues such corrective action, the City may not exercise its right to make an equitable deduction from the agreed sum. 5.01. Upon issuance of a certificate of Final Completion, CSDG warrants for a period of one (1) year as follows: CSDG warrants that all materials provided to the City under this Agreement shall be new unless otherwise approved in advance by the City's Representative and that all work will be of good quality~ free from faults and defects, and in conformance with this Agreement, the designs, plans, specifications, and drawings, and recognized industry standards. This warranty, any other warranties express or implied, and any other consumer rights, shall inure to the benefit of the City only and are not made for the benefit of any party other than the City. 5.02. All work not conforming to these requirements, including but not limited to unapproved substitutions, may be considered defective. 2 EXHIBIT "A" 5.03. This warranty is in addition to any rights or warranties expressed or implied by law. 5.04. Where more than a one (l) year warranty is specified in the applicable plans, specifications, or submittals for individual products, work, or materials, the longer warranty shall govern. 5.05. This warranty obligation shall be covered by any performance or payment bonds tendered in compliance with this Agreement. 5.06. Defective Work Discovered During Warranty Period. If any of the work is found or determined to be either defective, including obvious defects, or otherwise not in accordance with this Agreement, the designs, plans, drawings or specifications within one 0) year after the date of the issuance of a certificate of Final Completion of the work or a designated portion thereof, whichever is longer, or within one (1) year after acceptance by the City of designated equipment, or within such longer period of time as may be prescribed by law or by the terms of any applicable special warranty required by this Agreement, CSDG shall promptly correct the defective work at no cost to the City. 5.07. During the applicable warranty period and after receipt of written notice from the City to begin corrective work, CSDG shall promptly begin the corrective work. The obligation to correct any defective work shall survive the termination of this Agreement. The guarantee to correct the defective work shall not constitute the exclusive remedy of the City, nor shall other remedies be limited to the terms of either the warranty or the guarantee. Provided, however, the City shall cooperate with CSDG in performance of any required corrective action by allowing for the partial or complete closing of affected roads where reasonably requested by CSDG. 5.08. If within ten (10) calendar days after the City has notified CSDG of a defect, failure, or abnormality in the work, CSDG has not started to make the necessary corrections or adjustments, the City is hereby authorized to make the corrections or adjustments, or to order the work to be done by a third party. The cost of the work shall be paid by CSDG. 5.09. The cost of all materials, parts, labor, transportation, supervision, special instruments, and supplies required for the replacement or repair of parts and for correction of defects shall be paid by CSDG, its contractors, or subcontractors or by the surety. 5.10. The guarantee shall be extended to cover all repairs and replacements furnished, and the term of the guarantee for each repair or replacement shall be one (1) year after the installation or completion. The one (1) year warranty shall cover all work, equipment, and materials that are part of this Project. 6. CSDG shall notify the City of the date of the commencement of construction at least three days in advance of said date in writing addressed to Mr. Mark Smith, Director of Public Works. EXHIBIT "A" 7. Other Terms 7.01. Invalidity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Agreement with legal terms and conditions approximating the original intent of the parties. 7.02. Written Notice. Unless othervhse specified, written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to any officer of the corporation for whom it is intended or if it is delivered or sent certified mail to the last business address as listed herein. Each party will have the right to change its business address by at least thirty (30) calendar days written notice to the other parties in writing of such change. 7.03. Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and supersedes any and 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 orally. No verbal agreement or conversation with any officer, agent or employee of the City, either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations hereunder. 7.04. Amendment. No amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both parties. 7.05. Litigation Costs. In the event of litigation concerning the subject matter of this Agreement, the prevailing party shall be entitled to reimbursement for all of its attorney's fees, court costs, and other litigation costs. 7.06. Arbitration. In the event of a dispute, the parties agree to arbitration. 7.07. Choice of Law and Place of Performance. This Agreement has been made under and shall be governed by the laws of the State of Texas. Performance and all matters related thereto shall be in Brazos County, Texas, United States of America. 7.08. Authority to do Business. CSDG represents that it has a certificate of authority, authorizing it to do business in the State of Texas, a registered agent and registered office during the duration of this Agreement. 7.09 Authority to Contract. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations. 4 EXHIBIT "A" 7.10. Waiver. Failure of any party, at any time, to enforce a provision of this Agreement shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement, any part hereof, or the right of the City thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 7.11. Headings, Gender, Number. The article headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 7.12. Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 7.13. Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 7.14. Delays. If CSDG is delayed in the performance of work or any required corrective actions, under this Agreement or the warranty provided for herein, by delays caused by City (including, without limitation, any failure to make inspections promptly), labor disputes, unusual delay in deliveries, delays caused by weather or other acts of God, or other causes beyond the control of CSDG, the time periods for performance by CSDG under this Agreement shall be extended to reasonably accommodate such delay. COLLEGE STATION DEVELOPMENT GROUP, L.P. CITY OF COLLEGE STATION By:. C.F. Jordan, III, President Date: By:_ Lynn Mcllhaney, Mayor Date: ATTEST: Connie Hooks, City Secretary Date APPROVED: EXHIBIT "A" George K. Noe, City Manager City Attorney Director of Fiscal Services Date Date Date 6