HomeMy WebLinkAbout4377
Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number
4377
CHAFFEY CORPORATION
Eastpark Phase I - Design/Development
Econ Devel
PRO File Class LEG 12-1
$
07/02/2003
12/31/2003
02/15/2006
GL $
AL $
E&O $
Insurance Total $
Insurance Review Date
VAULT 01/01/2006
PHASE I
AGREEMENT BETWEEN
THE CITY OF BREMERTON
AND
THE CHAFFEY CORPORATION
This Agreement is made by and between THE CHAFFEY CORPORATION, a
Washington Corporation, whose mailing address is P.O. Box 560, Kirkland, Washington 98083,
("Developer"), and the CITY OF BREMERTON, a Washington municipal corporation, whose
mailing address is 239 4th Street, Bremerton, Washington 98337 ("City"), for the site plan design
of real property as follows:
WHEREAS, The City has acquired title to a parcel of property consisting of
approximately 48 acres, legally described in Exhibit A from the federal government which it has
declared surplus; and
WHEREAS, The City would like to see the property properly re-developed and wants to
ensure that it's planning and development is consistent with the City's plans for development in
the community so as to further the City's goals of vitalizing the City, including enhancing the
community's housing stock; and
WHEREAS, Developer has expressed an interest in acquiring and developing the
property; and
VtrHEREAS, Developer has offered to work with the City on a design proposal for
residential, other private urban development and public use components acceptable to the City
for development of the property; and
WHEREAS, It is not the City's intention to do the design or the development on the
property or to retain an ownership interest in the property except for the retainage of property for
public facilities, utilities, recreation and other public purposes, but rather to sell the property for
re-development for uses and pursuant to a design proposal acceptable to the City; and
WHEREAS, The parties anticipate that this Agreement will be followed by additional
agreements including Phase II covering design plans and specifications and Phase III to cover
property sale, acquisition and development consistent with this agreement.
NOW, THEREFORE, THE PARTIES TO THIS AGREEMENT AGREE AS
FOLLOWS:
1. PROPERTY. The property, consisting of approximately 48 acres of land with
no structures or improvements situated thereon, commonly known as "Eastpark", is located off
Wheaton Way Bremerton, Washington (the "Property"), and is legally described in Exhibit A,
attached hereto and incorporated herein by this reference.
2. COMMENCEMENT DATE. The commencement date of this Agreement is
the last signature date appearing on the signature page of this Agreement ("Commencement
Date").
3. SCOPE OF WORK TO BE PERFORMED. The parties will perform the
following duties under this Agreement:
A. The Department of Community Development has prepared minimum
Development Planning Criteria acceptable to the Department of Community Development to be
incorporated as minimum guidelines into the schematic design phase for this project. Said
Criteria is attached to this agreement as Exhibit B.
B. Within ten (10) days from the Commencement Date, the City will
provide Developer with copies of any and all documents known to the City regarding the
Property, including all land transfer documents from the federal government, surveys, aerial
photos, topographic surveys, soil studies, tests and reports, and any tests, reports or studies
heretofore obtained by the City from any source or undertaken by the City.
C. A Critical Path Schedule for the scope of this Agreement will be jointly
established by the parties.
D. The City shall be responsible for integrating the approved design into the
Comprehensive Plan. The Critical Path Schedule will establish a process for accomplishing this
objective prior to signing of the Phase II Agreement.
E. A Development Proposal and schematic design (collectively, the
"Development Proposal") for the development as prepared by the Developer with review and
input by the City of Bremerton Community Development Department is subject to the Mayor's
final approval. The Development Proposal will consist of the following items, subject to
changes to this list by mutual agreement of both parties.
(1) Zoning analysis
1. An analysis of what current zoning allows.
2
(2) Conceptual site plan
1. A site plan that contains a diagrammatic overlay of site
density and product types.
2. A site plan that proposes a street and pedestrian system for
the new housing.
(3) Conceptual evaluations
1. Architectural character studies of at least three (3) of the
proposed housing types.
(4) Market Study
1. The Study shall provide demographic analysis of
Bremerton.
2. The Study shall address absorption rates of new homes in
Bremerton and may include information on Kitsap County.
3. The Study shall address economic analysis for Bremerton
and may include information on adjacent jurisdictions as it
relates to the Project.
F. Developer shall submit the Development Proposal in accordance with the
Critical Path Schedule. During review the City Council shall be given opportunity for review
and input. The City shall have sixty (60) days to approve the Development Proposal, the
approval of which shall be solely within the discretion of the Mayor. The parties shall make a
good faith effort to resolve any objections the City may have to the Development Proposal. If
the City fails to approve the Development Proposal or the parties are unable to mutually agree on
the Phase II and III Agreements, either party may terminate this Agreement subject to and in
accordance with the provisions of Section 4 below.
G. Costs incident to the Comprehensive Plan Process shall be the
responsibility of the City. Other Planning Design Costs, Market Studies, Due Diligence
Research and Analysis shall be the responsibility of Developer.
H. Developer will retain a land planner and/or architect acceptable to the
City. The planner/architect will be subject to the payment, direction, control, hiring and firing
exclusively by Developer. Developer will allow direct communication between the City and the
planner/architect regarding design criteria and plans and comprehensive plan integration.
I. The City agrees to make the City Staff available to assist Developer in due
diligence and design efforts.
J. The Developer and its agents, subcontractors and consultants shall have
the right to enter on the Property to conduct such inspections, studies, reports, tests and/or
surveys as Developer deems reasonably necessary or desirable to undertake Developer's due
diligence activities and to formulate and complete the Development Proposal. In the event
Developer's testing requires soil borings, digging, trenching or other disturbance of the site,
Developer will restore the site to a substantially similar condition as existed prior to such testing.
Developer shall indemnify and hold the City harmless from all claims and liabilities arising from
exercise of Developer's entry rights.
4. TERMINATION. Termination of this Agreement may only occur in one of the
following manners:
A. Developer may terminate this Agreement with twenty (20) days prior
written notice. In this case, there will be no reimbursement from the City and the City shall
receive ownership of the documents and may use the designs, however, Developer shall retain
the copyright of the designs of the residential units.
B. The City may terminate this Agreement on twenty (20) days written
notice for any reason, up to and until the City Council approves the Phase III Agreement
pursuant to Paragraphs 5 and 14 of this Agreement.
C. If this Agreement is terminated by the City, the City shall pay only if
terminated after the commencement date as follows:
(1) 75% of Developer staff rates for in-house staffdedicated to the
work performed under this Agreement. A list of rates for in-house staff is attached to this
Agreement as Exhibit C incorporated herein by reference.
(2) 7% mark-up on staffcosts in subsection C(1) above.
(3) Actual invoice costs for consultants and direct costs incurred to
third-parties.
(4) In return, Developer will assign to the City its work product and
the work product of Developer's Consultants, including design documents, studies, reports,
surveys and other similar documents (collectively "Development Documents"), with the
exception of Developer and/or its assigns retaining the copyright or other fights of the designs of
the residential units such that it may continue to use such designs into the future without
limitation.
D. Developer will keep full and accurate record of all Labor, Materials,
Study, Consultant and other costs, with copies of prior month costs delivered to the City by the
5th of the succeeding month.
E. The City agrees to defend, indemnify and hold Developer harmless from
any claims, demands or causes of actions arising out of or related to the City's use of the
Development Documents if the Agreement is terminated prior to signing a Phase II agreement.
4
5. OPTION TO PURCHASE WITH CONDITIONS. If this Agreement has not
been terminated, upon final approval of the schematic plans by the City, the parties will enter
into a Phase II Construction Drawing and Plan phase and a Phase III Agreement wherein
Developer will have the option to purchase ail properties within the site that are designated for
residential, multi-family, and/or business development, subject to the following conditions:
A. Conveyance by the City to Developer to be by statutory warranty deed,
subject only to the "Permitted Exceptions" described below.
B. Developer has received a preliminary commitment (the "Preliminary
Commitment") for ALTA extended coverage title policy (the "Title Policy") issued by Pacific
Northwest Title Insurance Company dated March 12, 2003 under Commitment No. 32071827
Depending on the configuration of the Project as set forth in the final approved Development
Proposal, Paragraphs 1 through 12 of the Schedule B Special Exceptions set forth in the
Preliminary Commitment may have to be eliminated, modified or clarified. In connection with
the negotiation of the Phase II and III Agreements, these exceptions shall be fully addressed, and
responsibility for any exceptions that may need to be eliminated, modified or clarified in order to
consummate the Development Proposal shall be allocated between the parties in the Phase II and
III Agreements. Developer shall be responsible for the elimination of Paragraph 13. The parties
agree that Paragraph 14 is not applicable. At Closing, the City shall cause the Title Company to
issue the final Title Policy in the amount of the purchase price to the Developer, subject only to
Permitted Exceptions that will be described in the Phase III Agreements and the Title Company's
standard pre-printed exceptions and exclusions.
C. The purchase price for the property shall be the appraised fair market
value which may be paid with in-kind real property acceptable to the City in its sole discretion
but subject to any in-kind limitations or prohibitions of the transfer contained in the City of
Bremerton Closing Acquisition Documents from the U.S. Navy. During the formulation of the
Development Proposal the parties shall agree on the process for the selection of the Appraiser
and the methodology that will govern the appraisal process.
D. Compliance with the Critical Path Development and Land Transfer
Agreement as agreed by the parties.
E. The sale of the property to Developer, being a negotiated saie pursuant to
BMC 2.78.030(e)(1), shall be subject to final approvai of the City Council. This approval shall
occur as part of the approvai of the Development Proposai.
F. Conveyance to Developer shail contain reversionary purchase rights to
the City in the event Developer fails to comply with the terms and conditions of development
including the Criticai Path Schedule as established for purchase oftbe property from the City.
Terms of the reversionary rights shall be negotiated as part of the Phase III Agreement (sale
documents). Provided, however, once the sale of a parcel has occurred and Developer has
completed installation of the infrastructure (including streets, sidewalks, sewers and water to 'all
sites), then the City's reversionary purchase rights to the purchased parcel shall terminate.
6. INDEMNIFICATION. Each party participating in this Agreement shall defend,
indemnify and hold the other party participating in this Agreement, its officers, officials,
employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or
suits, including all legal costs and attorney fees, arising out of or in connection with the party's
intentional acts and negligence in its performance under this Agreement. The provisions of this
section shall survive the expiration or termination of this Agreement.
7. GOVERNING LAW. This agreement shall be governed and construed in
accordance with the laws of the State of Washington. If any dispute arises between the City and
Developer under any of the provisions of this agreement, resolution of that dispute shall be
available only through the jurisdiction, venue and rules of the Kitsap County Superior Court,
Kitsap County, Washington.
8. ATTORNEY'S FEES. In any claim or lawsuit for damages arising from the
parties' performance of this agreement, each party shall be responsible for payment of its own
legal costs and attorney's fees incurred in defend'rog or bringing such claim or lawsuit.
9. WRITTEN NOTICE. All communications regarding this agreement shall be
sent to the parties at the addresses listed below, unless otherwise notified by personal service or
certified mail:
Developer City of Bremerton
Chaffey Corporation 239 4th Street
P.O. Box 560 Bremerton, Washington 98337
Kirkland, WA 98083 360-478-5282
425-822-5981 Aim: Gary Sexton
Aim: Herb Chaffey
Any written notice shall become effective upon delivery, but in any event three (3)
calendar days after the date of mailing by registered or certified mail, and shall be deemed
sufficiently given if scm to the addressee at the address stated in this Agreement.
6
10. ASSIGNMENT. Any assignmem of this agreement without the written
consem of the City shall be void.
11. MODIFICATION. No waiver, alteration, or modification of any of the
provisions of this agreement shall be binding unless in writing and signed by a duly authorized
representative of the parties. The following persons have the authority to execute and approve
supplements and addenda to this Agreemem:
For the City: Gary Sexton
For the Developer: Herb Chaffey or Rick LaBow
12. SEVERABILITY. If any one or more sections, sub-sections, or sentences of
this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity
of the remaining portion of this Agreement and the remainder shall rema'm in full force and
effect.
13. ENTIRE AGREEMENT. The written provisions and terms of this Agreement
shall supersede all prior verbal statements of any officer or other representative of any of the
participating entities, and such statements shall not be effective or be construed as entering into
or forming a part of or altering in any manner this Agreement. The entire agreement between the
parties with respect to the subject matter hereunder is contained in this Agreement.
14. COUNCIL APPROVAL. This agreement is subject to the approval of the
Bremerton City Council as well as approval by the City Council of a negotiated sale pursuant to
BMC 2.78.030(e)(1). The City agrees to obtain City Council approval of this Agreement within
thirty (30) days of the date this Agreement is signed by Developer and the Mayor.
1N WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
set forth below.
DEVELOPER CITY OF BREMERTON
THE CHAFFEY CORPORATION ~
By: HERB CHAFFEY ~ly: CAR'Y BOZEMAN
Its: President Its: Mayort
Date: 6 /~ / O~ Date:
EXHIBIT "A"
ORDER NO.: 32071827
PARCEL h
THAT PORTION OF PLAT OF UNITED STATES NAVY YARD ADDITION TO BREMERTON
ACCORDING TO PLAT RECORDED IN VOLUME 3 OF PLATS, PAGE 63 AND THAT PORTION OF
BLOCKS 31 AND 32, C.D. HILLMAN'S NAVY YARD ADDITION TO BREMERTON ACCORDING TO
PLAT RECORDED IN VOLUME 3 OF PLATS, PAGE 129, IN KITSAP COUNTY, WASHINGTON,
CONDEMNED IN UNITED STATES DISTRICT COURT, WESTERN DISTRICT CASE NO. 347,
DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND 3" BRASS DISC MONUMENT AT THE CENTER OF SECTION 12,
TOWNSHIP 24 NORTH, RANGE I EAST, W.M., IN KITSAP COUNTY, WASHINGTON, SAID CENTER
OF SAID SECTION 12 BEING APPROXIMATELY AT THE INTERSECTION OF THE CENTERMNES
OF SCHLEY BOULEVARD AND TWELFTH AVENUE; THENCE FROM SAID TRUE POINT OF
BEGINNING SOUTH 89°00'16" EAST A DISTANCE OF 260.66 FEET TO FOUND 7" DIAMETER
CONCRETE MONUMENT; THENCE SOUTH 02°01'25" WEST A DISTANCE OF 314.06 FEET TO A
STANDARD BERNTSEN MONUMENT; THENCE SOUTH 02°01'25" WEST A DISTANCE OF 575.25
FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH 02°01'25" WEST A DISTANCE
OF 410.12 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE NORTH 88°27'57" WEST A
DISTANCE OF 260.63 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH 02° 01'25"
WEST A DISTANCE OF 250.04 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE NORTH
87°58'35'. WEST A DISTANCE OF 139.80 FEET TO A STANDARD BERNTSEN MONUMENT;
THENCE NORTH 29°44'22" WEST A DISTANCE OF 77.03 FEET TO A STANDARD BERNTSEN
MONUMENT SET 1.0 FOOT BACK OF EDGE OF SIDEWALK; THENCE ALONG A CURVE WITH A
RADIAL BEARING OF NORTH 29°44'22'. WEST A RADIUS OF 427.72 FEET A DELTA ANGLE OF
08°28'14" AND AN ARC LENGTH OF 63.23 FEET; THENCE SOUTH 68°43'52" WEST A DISTANCE
OF 216.26 FEET; THENCE ALONG A CURVE WITH A RADIAL BEARING OF SOUTH 21 ° 16'08" EAST
A RADIUS OF 431.31 FEET A DELTA ANGLE OF 36°22'15" AND AN ARC LENGTH OF 273.79 FEET;
THENCE ALONG A CURVE WITH A RADIAL BEARING OF SOUTH 57°38'23" EAST A RADIUS OF
651.50 FEET A DELTA ANGLE OF 20°00'17'' AND AN ARC LENGTH OF 227.47 FEET; THENCE
SOUTH 12°21'20.. WEST A DISTANCE OF 105.56 FEET; THENCE ALONG A CURVE WITH A RADIAL
BEARING OF SOUTH 77°40'53'' EAST A RADIUS OF 461.50 FEET A DELTA ANGLE OF 26°54'48-
AND AN ARC LENGTH OF 216.78 FEET; THENCE SOUTH 14°33'28" EAST A DISTANCE OF 72.06
FEET; THENCE ALONG A CURVE WITH A RADIAL BEARING OF NORTH 75 ° 26'32" EAST A RADIUS
OF 48.65 FEET A DELTA ANGLE OF 52°18'50" AND AN ARC LENGTH OF 44.42 FEET; THENCE
SOUTH 23°05'29.. WEST A DISTANCE OF 43.21 FEET; THENCE SOUTH 42°16'27" WEST A
DISTANCE OF 57.94 FEET; THENCE NORTH 46°43'53.. WEST A DISTANCE OF 336.50 FEET;
THENCE NORTH 02°00'24" EAST A DISTANCE OF 343.00 FEET TO A STANDARD BERNT~EN
MONUMENT; THENCE NORTH 02°00'24" EAST A DISTANCE OF 598.62 FEET TO A STANDARD
BERNTSEN MONUMENT; THENCE NORTH 02o22'13'' EAST A DISTANCE OF 374.04 FEET TO A
STANDARD BERNTSEN MONUMENT; THENCE NORTH 02°22'13.' EAST A DISTANCE OF 3~6.49
FEET TO A STANDARD BERNTSEN MONUMENT; THENCE NORTH 02°22'13" EAST A DISTANCE
OF 538.06 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH 89°00'33'' EAST A
DISTANCE OF 599.00 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH 89 °
EAST A DISTANCE OF 373.17 FEET TO A FOUND 3" BRASS DISC MONUMENT AND THE TRUE
POINT OF BEGINNING.
·.. THIS LEGAL DESCRIPTION CONTINUES ON THE NEXT PAGE...
Page 1
EXHIBIT "A" Continued
Order No.: 32071827
PARCEL Il:
THAT PORTION OF SECTION 12, TOWNSHIP 24 NORTH, RANGE 1 EAST, DESCRIBED AS
FOLLOWS:
BEGINNING AT A CONCRETE MONUMENT AT THE CENTER OF SECTION 12, TOWNSHIP 24
NORTH, RANGE I EAST, W.M., IN KITSAP COUNTY, WASHINGTON; THENCE NORTH 89o00'48"
WEST 1285.61 FEET TO A CONCRETE MONUMENT AND TRUE POINT OF BEGINNING; THENCE
SOUTH 1 °59'40" WEST 1870.21 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF STATE
SECONDARY HIGHWAY NO. 303; THENCE ALONG SAID NORTHERLY BOUNDARY OF STATE
SECONDARY HIGHWAY 303 SOUTH 46 o 41 '40" EAST 426.02 FEET; THENCE NORTH 1 ° 59'40" EAST
2256.78 FEET; THENCE NORTH 89'00'48" WEST 320.08 FEET TO A CONCRETE MONUMENTAND
TRUE POINT OF BEGINNING.
· . . END OF EXHIBIT "A"...
Page 2
Exhibit B
Development Target Goals for EAST PARK
· Create density to average at least 10 units / acre, for the privately
owned and developed property. Density can be up to 18 units / acre
within the current plan designation / zoning classification.
· Incorporate a variety of housing types and structure densities to
promote a diverse neighborhood that may market well to young
professionals, seniors and other expanding segments of the
population.
· Connect to the existing street pattern at the property's boundaries;
maintain a gdd pattern within the development, adjusting for
topography as necessary.
· Promote the integration of the site into the existing neighborhood to
the north; avoid creating designed barriers such as entry gates.
· Create pedestrian connections to the hospital center district to the
west; these routes should be accessible to the general public.
· Consider using residential structure types at the site's higher
elevations that capture westward views to the Olympic Mountains.
· Participate in one or more neighborhood meetings to gain project
support, share information, and solicit ideas for neighborhood
integration.
· Employ architects, planners and / or urban designers in project
planning and design to insure that the Eastpark project exhibits high
standards of functional integration with the existing neighborhood as
well as distinctive yet complementary structure designs.
· Through design excellence, demonstrate to the community that
urban infill development is an asset that can bring higher incomes,
new property taxes, new amenities and a rekindled spirit to existing
neighborhoods.
EXHIBIT C
Developer's In-House Staff Rates
Department Hourly Rate
Herb Chaffey $125.00
Senior Project Manager 100.00
Senior Planner 100.00
Engineering 75.00
Marketing 70.00
Planning & Draining 60.00
Field Supervision 60.00
Administrative 55.00
Accouming 50.00
Purchasing/Budgeting 55.00
Labor 30.00