Title
Approving a Purchase and Sale Agreement (PSA) with Griffin Swinerton, LLC for infrastructure construction within Downtown East, and authorizing the City Manager to execute the same.
Summary
Phase One of Downtown East includes the construction of the Multi Generational Recreation Center, City Hall, plaza, retail, and related infrastructure which encompasses utilities, roadwork, parking, and a plaza. The proposed Purchase and Sale Agreement (PSA) outlines the terms in which Griffin Swinerton, LLC, the master developer of the Downtown East project, will deliver components of the infrastructure to support the project (known as the "Civil Work").
With each PSA, the City will make installment payments on the guaranteed maximum price for each component of the project. For this PSA, the guaranteed maximum price to deliver the Civil Work is $24,442,314 for Phase 1A. Upon final completion and final payment Griffin Swinterton, LLC’s obligations under the PSA for Civil Work will be considered complete.
Construction on the Civil Work is scheduled to start in December 2024.
The License Agreement (2024-1105), PSA (2024-1099), and MOU (2024-1124) within this agenda, all work in conjunction to deliver the Downtown East project.
This item meets all four of the Council’s Strategic Goals, as well as Goal 2.2 of the Aspire 2040 Comprehensive Plan to pursue a mixed-use project with municipal facilities through a master developer arrangement.
Downtown East History
The Downtown East project is located on +/-29 acres located at the northwest corner of Pecan Street and FM 685. Discussions for Downtown East have included aspirations to leverage the central Pflugerville location to become a mixed-use development with connections to Main Street and the City's hike and bike trail network anchored by the proposed new multi-generational recreation center and new city hall.
An Exclusive Negotiating Agreement (ENA) was approved on March 28th, which established the expectations of the development partnership and performance of preliminary development activities necessary to achieve the goals outlined by City Council for the Downtown East project. The ENA outlined the general roles, as well as the responsibilities, terms and obligations of both the City and the City's development partners Griffin Swinerton and Catellus. The ENA recognized the need for additional agreements, referred to as Preliminary Development and Definitive Agreements, that come as the development progresses.
On November 28, 2023, Council approved a Preliminary Development Agreement (PDA) for the project. The PDA process for the project is defined as a as a two-phase project with Griffin Swinerton as the master development partner. Within the PDA, Phase One was outlined and consists of all elements required for the delivery of a City Hall and café, Multi-Generational Recreation Center, 10,500sf of retail within the Recreation Center, a plaza, and infrastructure extensions including utilities, surface parking, and Main Street extension from Railroad to FM685. Through the PDA, Griffin Swinerton advanced the designs for Phase One allowing for the project to proceed with a guaranteed maximum price to deliver each facility as well as the infrastructure to support the project. As part of the PDA, Griffin Swinnerton also committed to funding a minimum of $2.5M towards the delivery of 10,500 square feet of retail within Phase One of the project. The approval of the PDA also included the master planning and entitlements for Phase Two of the Downtown East project in order to competitively position this portion of the project for future development as market conditions evolve.
Funding for improvements within Phase One includes General Obligation (GO) and Certificate of Obligation (CO) bonds, Tax Increment Reinvestment Zone (TIRZ) funds, Pflugerville Community Development Corporation (PCDC) budget allocation, and contributions by Griffin Swinerton.
Future City Council Action
A ground lease for the Downtown East tract will be presented for Council consideration on November 19, 2024.
A professional services agreement related to the Multi Generational Recreation Center and City Hall will be considered by Council in early 2025. Future consideration related to the retail component of the Multi Generational Recreation Center include commercial condominium documents, parking agreement, and a retail agreement are anticipated for consideration by City Council in early 2025.
Prior City Council Action
On August 13, 2024, City Council approved the rezoning of the Downtown East Project to Planned Unit Development (PUD)
On November 28, 2023, City Council approved a Preliminary Development Agreement for the project
On March 28, 2023, City Council approved an Exclusive Negotiating Agreement for the project
On January 10, 2023, City Council approved the selection of Griffin Swinerton and Catellus as the master development team for the Downtown East project.
On July 26, 2022, City Council authorized staff to proceed with the solicitation of a master developer, project funding, a pursuing a request for funding from the Pflugerville Community Development Corporation (PCDC)
The Downtown Community Stakeholder Committee was appointed by City Council on May 10, 2022 and reappointed on June 14, 2022
Goals were adopted by City Council for the project on April 12, 2022
Professional Services Agreements were approved by City Council January 25 and February 28, 2022 for owner's project representatives and advisor services
Deadline for City Council Action
Action is requested on November 12, 2024
Funding Expected: Revenue __ Expenditure __ N/A _X_
Budgeted Item: Yes __ No __ N/A _X_
Amount: ________
1295 Form Required? Yes __ No __
Legal Review Required: N/A ___ Required _X_ Date Completed: November 7, 2024
Supporting Documents
Purchase and Sale Agreement (inclusive of Exhibit B)
Exhibit A - Installment Payment Schedule
Exhibit C - Non-Default Termination Fee Schedule, to be completed prior to execution
Exhibit D - Schedule of Values/GMP
Exhibit E - Civil Work Project Component Construction Schedule
Exhibit F - Developer Conditions and Assumptions
Recommended Action
Motion to approve as presented