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R-89-1280 - 5/11/1989WHEREAS, on August 3, 1988, the City of Round Rock, Killeen Savings Association, and Franklin Savings Association entered into a Proposal Letter regarding the proposed golf course, and WHEREAS, Franklin Savings Association has since transferred its interest in the proposed golf course to Franklin Capital Corporation, and WHEREAS, said Proposal Letter provided for the parties to enter into more comprehensive agreements as the details of the proposed golf course were worked out, and WHEREAS, the City and Franklin wish to enter into an agreement regarding the terms and conditions of the donation of approximately one hundred and seventy (170) acres to the City for the proposed golf course, Now Therefore, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement with Franklin Capital Corporation regarding the donation of 170 acres for a golf course, a copy of said Agreement being attached hereto and incorporated herein for all purposes. RESOLVED this /W. day of May, 1989. ATTEST: NE LAND, G6RESFRANK C ty Secretary RESOLUTION NO. /140 MIKE ROBINSON, Mayor City of Round Rock, Texas 3, 1988 ( "Original Letter"), • THE STATE OF TEXAS COUNTY OF WILLIAMSON course, and AGREEMENT This Agreement is executed to be effective as of the 31st day of March, 1989, between the City of Round Rock, Texas (the "City "), and Franklin Capital Corporation ( "Franklin "). RECITALS WHEREAS, Franklin is currently the owner of approximately 170 acres of land located in Williamson County, Texas, as generally depicted on Exhibit "A" annexed hereto (the "Golf Course Tract "), and WHEREAS, it is the intent of the City, with the assistance of Franklin, to develop and construct a public fee golf course and related improvements on said tract, and WHEREAS, upon satisfaction of the terms and conditions set forth herein, it is the intent of Franklin to dedicate said Golf Course Tract and the golf course to the City, and WHEREAS, the City, Franklin and Killeen Savings Association ( "KSA ") previously entered into a letter of intent, dated August pertaining to the public fee golf WHEREAS, the City and Franklin now wish to enter into this Agreement in order to supersede, amend and restate in its entirety the Original Letter with respect to the development, financing, construction and other matters relating to the above - described 170 acres, Now Therefore, It Is Agreed That I. In return for the considerations granted by the City to Franklin in Article II herein, but subject to the conditions set forth herein, Franklin agrees to the following: A. To dedicate to the City the Golf Course Tract, the land underlying any Rights -of -Way (as hereinafter defined) and the rights of Franklin in the two existing water wells located on the Golf Course Tract (including easements, if necessary). The Rights -of -Way are the tracts of real property underlying the proposed roadways and related facilities and improvements shown on Exhibit "A" annexed hereto as Doublecreek Parkway and the Golf Course Entry Road, but only to the extent said tracts lie within the approximate 582 acre subdivision boundaries shown on Exhibit "B" annexed hereto ( "Franklin Tract "). Where said proposed roadways are located adjacent to property owned by others, Franklin agrees to dedicate sixty (60) feet. B. To extend, at Franklin's expense, a 12 inch water main along Gattis School Road, then north on County Road 122 to the northwest corner of the Franklin Tract, along the line reflected by points H to G to F to E on Exhibit "C" annexed hereto. The City, at its expense, shall be permitted to oversize said main in accordance with the City's oversize policy, provided that the City reimburse Franklin for the cost of said oversizing when the main is accepted by the City. C. To extend, at Franklin's expense, a 15 inch wastewater main to the Franklin Tract, along the line reflected by points D to J on Exhibit "C" annexed hereto. The City, at its expense, shall be permitted to oversize said wastewater main in accordance with the City's oversize policy, provided that the City reimburse Franklin for the cost of said oversizing when the wastewater main is -2- accepted by the City. It is the intent of the City and Franklin that wastewater service to the golf course and related facilities and amenities to be described in the final plans and specifications ( "Final Plans ") which are to be approved by Franklin in accordance with Article V(B) hereof ( "Course and Facilities ") will be supplied from existing mains located within Oak Bluff Estates Phase II, and it is the intent of Franklin that the initial development of the Franklin Tract will be supplied from existing mains located within Oak Bluff Estates Phase II. The City supports the wastewater service concept set forth in the preceding sentence. The construction of the wastewater main along the line reflected by points D to J on Exhibit "C" annexed hereto shall be completed prior to exhaustion of the existing capacity from within Oak Bluff Estates Phase II. D. Franklin retains the option to construct, at its expense, and at the time necessary for Franklin's development of the Franklin Tract, an additional section of the proposed Golf Course Entry Road from the proposed Doublecreek Parkway to the proposed clubhouse of the Course and Facilities. II. In return for the considerations granted by Franklin to the City, the City agrees to the following: A. To include in the City's Capital Improvement Program, and to pay all costs of, all water system improvements (other than those described in Article I, above as being paid by Franklin) required to serve the Course and Facilities, Golf Course Tract and the Franklin Tract. B. To construct, at the City's expense, at the time of the construction of the Course and Facilities: 1. at Franklin's option, a 24 foot curb and gutter roadway or a 28 foot open ditch roadway with concrete ribbon edging from County Road 122 to the point shown on Exhibit "A" attached hereto and referred to as Doublecreek Parkway, 2. at Franklin' s option, a 24 foot curb and gutter roadway or a 28 foot open ditch roadway with concrete ribbon edging from said point on Doublecreek Parkway to the proposed clubhouse for -3- the Course and Facilities and referred to on Exhibit "A" annexed hereto as the Golf Course Entry Road, and 3. no more than 3 grade - separated golf cart crossing structures within said roadways, of which no more than 1 will be under Doublecreek Parkway. C. To include the remaining construction of Doublecreek Parkway in the City's arterial roadway plan and its capital improvement program for construction at such time as bonds may be approved by the voters of the City and traffic demands warrant such construction. To the extent Franklin requires any of said roadways to serve the Franklin Tract prior to City funding, Franklin may construct any of said roadways to the standards that previous sections thereof have been constructed. Franklin will be reimbursed by the City for all engineering and construction costs of any such optional construction from roadway fees previously collected by the City relative to the Franklin Tract and Golf Course Tract. To the extent that construction costs exceed such collected fees, the City will reimburse Franklin for such costs from future fees collected relative to the Franklin Tract and Golf Course Tract when and as such fees are collected. D. To confirm that all of the City's parkland dedication and stormwater detention requirements for the Franklin Tract (based on the densities indicated on Exhibit "B" annexed hereto) have been satisfied by the design evidenced by the Final Plans, and to allow a reflection of the satisfaction of these requirements on the Final Plans accepted by the City. E. To provide 60 days prior written notice to Franklin (or its designee) in each instance in which the City is considering a change in either capital recovery fees or building permit fees, and the City therein shall agree that Franklin's remedy for the failure of the City to give said 60 day notice shall be that Franklin (or its designee) shall have an opportunity for a period of an additional 30 days after its receives written notice from the City within which to pay capital recovery fees or building permit fees in the amounts in effect prior to each such change even though said 30 day period may be effective subsequent to a change in said fees. F. To reimburse Franklin for all oversize water and wastewater mains greater than 8 inches and oversize lift stations and force mains built within the Franklin Tract . The reimbursement amounts will be the amounts -4- established by the related City ordinance then in effect. G. To acquire, through negotiation or condemnation, a portion of the Pfluger tract which is adjacent to the Franklin Tract and consists of approximately 15.2 acres ( "Pfluger Tract "). In order to secure the funding of certain costs related to an unsuccessful attempt to acquire said tract, Franklin has issued, for the benefit of the City, a letter of credit in the form of Exhibit "D" attached hereto ( "Credit "). Notwithstanding any provision contained in the Credit, this Agreement or any of the documents executed pursuant hereto or in connection herewith to the contrary, in the event amounts are funded by Franklin under the Credit and any such amounts funded thereunder are unreasonable in amount or relate, in whole or in part, to a lack of diligence on the part of the City in the City's attempt to acquire the Pfluger Tract, Franklin shall be entitled to reimbursement from the City for the amount of (i) any such unreasonable Reimbursable Expenses (as defined in the Credit) and (ii) all expenses funded under the Credit which are attributable to the City's lack of diligence in attempting to acquire, through purchase or eminent domain, the Pfluger Tract. The City and Franklin agree that (i) any claim by Franklin for amounts described in the preceding sentence shall not be limited or in any manner diminished as a consequence of their previous payment by the City or the funding of any such amounts as Reimbursable Expenses under the Credit and (ii) the preceding sentence shall not limit or in any manner diminish the City's ability to draw upon the Credit in accordance with the terms thereof. III. KSA has recently been acquired by First Gibraltar. Because of this acquisition, the City and Franklin acknowledge that First Gibraltar is presently unable to proceed with their participation as outlined in the Original Letter. However, the City and Franklin agree to continue to work with First Gibraltar to re- establish the original agreements in the Original Letter as they relate to water supply, conveyance of 2 lots in Oak Bluff Estates -5- Phase II for purposes of golf course access and access to the Franklin Tract, the Oak Bluff utility system purchase and the acquisition of the Pfluger Tract based on First Gibraltar paying the first one hundred thousand ($100,000.00) dollars for the acquisition of the Pfluger Tract, and First Gibraltar and Franklin sharing equally in any and all remaining costs up to a maximum aggregate purchase price of two hundred thousand dollars ($200,000.00). The City and Franklin are agreeable to the future participation by First Gibraltar in accordance with the Original Letter when and if First Gibraltar is so able. IV. The City and Franklin, in association with CCA Silband Sports Corporation, agree to use their best efforts to enter into appropriate agreements for the construction and dedication of a completed golf course to the City, a long -term operating contract, and an agreement providing for the reversion of the Course and Facilities in favor of Franklin if a replacement golf course of like or better quality is substituted therefor and containing such other terms and conditions as shall be satisfactory to the City and Franklin. -6- V. The obligations herein of Franklin are subject to, and conditioned upon, each of the following: A. Receipt of all requisite regulatory approvals, including, without limitation, regulatory approval of the Dedication Documents. B. Receipt of preliminary layout and routing plans as well as the Final Plans in forms approved by the City and which are also acceptable to Franklin. C. The City shall have entered into valid, binding and enforceable agreements providing for the financing of its obligations set forth herein (or closed the financing in the event phrase (ii) is applicable) in an amount sufficient to purchase the Pfluger Tract and to either (i) purchase the Course and Facilities when completed in substantial accordance with the Final Plans, or (ii) finance and fund the construction of the Course and Facilities in substantial accordance with the Final Plans, and Franklin shall have approved all of the final agreements with respect to the permanent financing, construction and dedication of the Course and Facilities and all other matters addressed generally herein (including the Dedication Documents, as hereinafter defined), the interim financing thereof, a long- term operating contract for the Course and Facilities between the City and CCA Silband Sports Corporation, and the agreement -7- relating to the reversion of the Course and Facilities in favor of Franklin, as described in Article IV. D. The City shall have approved a preliminary plat of the Franklin Tract in accordance with the terms and provisions of this Agreement. E. The City shall have approved the zoning of the Franklin tract as designated in $xhibit "B" annexed hereto and in accordance with the terms and provisions thereof and of this Agreement. F. The City shall have acquired, at its sole cost and expense, the Pfluger Tract or shall have entered into a valid, binding and enforceable agreement to acquire the Pfluger Tract in a form acceptable to Franklin. VI. The City and Franklin agree that the transactions contemplated in this Agreement will be effected pursuant to the terms of definitive agreements (collectively, "Dedication Documents "), which will contain, in addition to those matters set forth in this Agreement, mutually agreeable customary covenants and agreements and various conditions of closing. The City and Franklin further agree that no party is obligated to close the transactions contemplated herein unless and until the Dedication Documents are executed and delivered to all of the parties thereto, at which point the Dedication Documents shall supersede this Agreement. The City and Franklin agree that prior to the -8- execution of the Dedication Documents, unless this Agreement is terminated as hereinafter provided, the City and Franklin will be bound by the terms and conditions of this Agreement. VII. This Agreement supersedes the Original Letter and any and all documents executed pursuant thereto or in connection therewith, other than that certain Franklin 582 Water and Wastewater Service Agreement, dated November 7, 1988, between the City and Franklin ( "Utility Agreement "). Subject to the terms and conditions set forth herein, the City and Franklin agree to be bound by the terms Agreement, to proceed in and provisions hereof and the Utility good faith and to use their best efforts to consummate the transactions described herein and to commence construction of the Course and Facilities prior to September 1, 1989. Unless superceded by the Dedication Documents or extended by the parties hereto, this Agreement shall terminate as of September 1, 1989 in the event construction of the Course and Facilities has not commenced as of such date, and the City and Franklin hereby ratify and confirm that the terms and provisions hereof shall remain effective until such date. VIII. Each of the City and Franklin represents to the other that it has not engaged, and covenants that it will not engage, any broker or finder in connection with this Agreement or the -9- transactions contemplated herein in a manner so as to give rise to any valid claim for any brokers' or finders' fees or similar compensation. Each party further represents to the other party that it has not authorized, and will not authorize, any person to act in a manner so as to give rise to any valid claim for any brokers' or finders' fees or similar compensation, and if any party or their affiliates causes any such fee to be payable, then such party shall bear any such fee. IX. Until the earlier of the termination of this Agreement or the consummation of the transactions contemplated herein, the City and Franklin each agree that neither of them, nor any of their officers, directors or representatives, will, without the other party's prior written consent, encourage, solicit or initiate any discussion or negotiations with any person, entity or group, other than the parties hereto, concerning the ownership, construction, financing and operation of a municipal golf course to be owned by the City other than the golf course the subject of this Agreement. X. It is acknowledged that the City will disclose necessary terms in accordance with the requirements of the Texas Open Meetings Act and the Texas Open Records Act. -10- XI. Each party shall bear its own expenses incident hereto, regardless of whether the transactions contemplated herein close, except as otherwise provided in the Dedication Documents. EXECUTED as of the effective date set forth above. ATTEST: c mrotti ,& J•(TNNE LAND, City Secretary CITY OF ROUND ROCK, TEXAS By: F:\mahern0o19588 \0025 \agree.08 - 11 - MIKE ROBINSON, Mayor 4. I '' '. ; ' — 4 • .1 ii • .V . . -1 - -'-'. • - - • • 1 •! /, • "i• - 1 r'. 1 c ,•„.,,,,.,,.-,„,,,...,....„..............<-... -- dt...-e "- II,: „,.... 1 i 1 e.041141110142 L I ■ MULTI- FAULT LEGEND 4 44 p4. 4004 • ::::::::::::::: 011 OP NOCK CONG TTTTTT Notle 0014 C OOOOOOOOOOOO C12041 n1 24 PT Cue. I SECTION PanNw•T (TT OP 0064 6046 081101 wino •OLI 604801 444444 001.• • 6041 L „.1 IpuN•22 mot 61 OF 8-44 4' : TA ' s [1:1 1 11 :11 - 040 0 O O O OO O O O O O "1'1" EXISTING SUBDIVISION RESIDENTIAL (PUP SITE): ) I' NMI DIPPEL, uudamed ASSOCiAFES. NC. CONSESVADOM .44 .00* \ . \ P SCORECARD IbOl E YARDAGE MOLE YARDAGE 101.7 3420 .04 SINGLE I . 011111141T A 707AL YAROAGE 0045 VAIN'S PAR 71 .,. ',, I" . - ••il -: 1 =-:-•>,,,,,.. • • ••,' . IA : - 7,4■ : - • c: , • - :1 . •:\,', ...? ir FRANKLIN SAVINGS 582 110H . 11i \ I NG I CSIII bind 1/111111NTS ;..4111.11111,1'1111 ( SCALE 1 0 IMI�11.111 IWrWY11E�Ot .'.u 171 Cr GOYY[Rq R EDEEIV.s. 1 LARD PAS Ea1sTIR91rgY�5OR _L • — .1 —1 — _ _ --` `_L_,. —� - % coos..... ..n 1:1•110., ULIMANN l A••DC.AYEE. ■RC -` • MAMMA • EaE•E•ERE laud I I: !GALE r Mo' SCORECARD MOLE YARDAGE ROLE YARDAGE .00.00 •n • a. n • ro. . ,. ua ros .. .ao.m .o .w V. .o..• ,..o roil TOTAL YARDAGE PAR 71 0 EXHIBIT 8 ENE YARDR SAVINGS 582 IWI:IT l 111 I1.1 . \ \i.' . I11- :'l1 \' golf .. niiii,rtti Cla tXfl1D1t L Recommended Imoroven nts Water Line Extension - Gattis School RI $115,200 $ 57,600 $172,800 H to G 18" line Line Extension - CR 122 154,800 51,600 206,400 G to E 24" line Line Extension - CR 122 115,200 38,400 153,600 E to D 24" line Line Extension - CR 122 D to C 18" line 86.400 28.800 115.200 Subtotal $471, 600 $176, 400 $648,000 araz ElQUHIT C TABLE 1 OFFSITE UTILITY COSTS FRANKLIN 582 ROUND ROCK, TEXAS Cost to Cost to Total _ City _Qat Line Extension to Brushy Creek 216,000 43,200 259,200 Regional Treatment Plant D to J 18" line Graywater Irrigation Line _0_ 255.600 255.600 Subtotal $216,000 $298, 800 $514, 800 Total S687,600 S475,200 S1,162,800 1: \maherndo \9588 \0025 \Tab! el. 03 Date: April 1989 To: Gentlemen: EXHIBIT "D" Irrevocable Letter of Credit No. City of Round Rock 221 East Main Round Rock, Texas 78664 We hereby issue this Irrevocable Letter of Credit in your favor and authorize you to draw at eight on ourselves for the account of Franklin Capital Corporation for any sum or sums not exceeding in the aggregate Twenty -Five Thousand and No /100 U.S. Dollars (U.S. $25,000.00). Subject to the additional requirements set forth in this Irrevocable Letter of Credit (including, without limitation, the requirements of the next succeeding sentence), this Letter of Credit is being issued solely to secure Franklin Capital Corporation's agreement to reimburse the City of Round Rock ( "City ") only for all out -of- pocket third -party professional fees and professional expenses (such as legal fees and surveying charges) paid by the City directly in connection with its unsuccessful attempt to acquire by purchase (collectively, "Reimbursable Expenses ") 15.2 acres of real property owned by various members of the Pfluger family adjacent to land proposed to be donated to the City by Franklin Capital Corporation for use as a golf course. The City agrees that it shall be entitled to draw against this Letter of Credit for the Reimbursable Expenses (and for no other expenses or amounts) only if (a) the 15.2 acres described above are not acquired by the City on or before September 1, 1989 and (b) such failure to acquire said 15.2 acres is not a result of either (i) the City's decision or determination not to participate in, or proceed promptly with, the development of the contemplated municipal golf course or (ii) the fault, the willful act or omission or the negligence of the City. Irrevocable Letter of Credit No. April , 1989 Page 2 We do agree with drawers, endorsers and bona fide holders of drafts negotiated under and in compliance with the terms of this Irrevocable Letter of Credit that the same shall be duly presented on or before September 1, 1989, but not thereafter. Accordingly, no amounts shall be funded hereunder except for amounts properly negotiated under and in compliance with the terms of this Irrevocable Letter of Credit duly presented to Franklin Capital Corporation on or before September 1, 1989, the date of expiration hereof. To be valid, any request for a draw hereunder shall be accompanied by the following documents: 1. This original letter of credit; 2. A letter signed by the City Manager, Assistant City Manager or Mayor of the City of Round Rock requesting the exact amount to be drawn and certifying that the amount is the sum of Reimbursable Expenses paid by the City in its unsuccessful attempt to acquire the aforesaid real property; and 3. Copies of all invoices evidencing the amount of Reimbursable Expenses then being drawn under this Irrevocable Letter of Credit. This Credit is governed by the Uniform Commercial Code in force in the State of Texas on the date hereof and is subject to the Uniform Customs and Practices for Documentary Credits (1983 Revision) International Chamber of Commerce Brochure No. 400. 1: \maoorido\956610025\LstCr,d. 06 FRANKLIN CAPITAL CORPORATION By: Name: Title: DATE: May 9, 1989 SUBJECT: Council Agenda, May 11, 1989 ITEM: 16J. Consider a resolution authorizing the Mayor to enter into a contract with Franklin Capital Corp. regarding donation of 170 acres for a golf course. STAFF RESOURCE PERSON: Bob Bennett / Steve Sheets STAFF RECOMMENDATION: Authorize the mayor to sign a contract. This contract is subject to a golf course being funded and constructed on this property. ECONOMIC IMPACT: If a golf course is not funded, the land will not be given to the City. The agreement also stipulates that as part of the golf course improvements a road will be constructed to the golf course pro -shop. This cost will be part of the golf course finance package. Due to the large acreage being gifted we are proposing in the contract to waive parkland dedication requirements. Park requirements would have resulted in dedicating 47 acres of the 582 acre tract. Flood mitigation ponding possibilities on the course and the adjacent SCS Reservoir will used to meet regional detention requirements. The developer will pay for all utilities needed on the remaining ( +)( -) 412 acres. A major thoroughfare running east /west will be funded from road impact fees paid by the subdivision or by a future bond election. This provision is in compliance with S.B. 336 which makes it illegal for developers to be double charged for roads. The agreement is virtually identical to the important points of a three party agreement between Round Rock, Franklin and Killeen passed last fall that terminated on December 31.