ARLINGTON COUNTY, VIRGINIA. County Board Agenda Item Meeting of October 17, 2015

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1 ARLINGTON COUNTY, VIRGINIA County Board Agenda Item Meeting of October 17, 2015 DATE: October 9, 2015 SUBJECT: Deed of Temporary Construction Easement and Crane Swing Agreement Between the County Board of Arlington County, Virginia and LG Rolfe Street LLC, Which Includes a Temporary Construction Easement Over the County-Owned Parcels Known as RPC#s and , and a Temporary Construction Easement and a Crane Swing Easement Over Portions of a County-Owned Parcel Located at 1727 Fairfax Drive, RPC# C. M. RECOMMENDATIONS: 1. Approve the attached Deed of Temporary Construction Easement and Crane Swing Agreement (Attachment A) between the County Board of Arlington County, Virginia and LG Rolfe Street LLC, which includes a Temporary Construction Easement over the County-owned parcels known as RPC#s and , and a Temporary Construction Easement and a Crane Swing Easement over portions of a County-owned parcel located at 1727 Fairfax Drive, RPC# Authorize the Real Estate Bureau Chief, Department of Environmental Services, or his designee, to execute the Deed of Temporary Construction Easement and Crane Swing Agreement and any related documents, on behalf of the County Board, subject to approval of such Deed and documents as to form by the County Attorney. ISSUES: There are no outstanding issues relating to the County conveyance of the Deed of Temporary Construction Easement and Crane Swing Agreement to LG Rolfe Street LLC. SUMMARY: The terms of the Exchange Agreement ( Exchange Agreement ) dated March 10, 2015, by and between LG Rolfe Street LLC ( Gables ) and the County Board, require that prior to the exchange of properties contemplated by the Exchange Agreement, Gables must construct and complete, on a portion of Gables property, a replacement transitional housing program facility ( Replacement Facility ), which Replacement Facility will be conveyed, along with a portion of RPC# (the Replacement Facility Parcel ), to the County Board in exchange for the vacant County-owned parcels known as RPC# and and the existing County-owned transitional housing program facility and parcel (RPC# ) located at 1727 Fairfax Drive (hereinafter jointly referred to as the County Parcels ). Approval and execution of the attached Deed of Temporary Construction Easement and Crane Swing County Manager: ##### County Attorney: ***** 15. Staff: Tim O Hora, DES-Real Estate Bureau; Michael Halewski, CPHD

2 Agreement will grant Gables certain pre-exchange and post-exchange temporary easements necessary to facilitate Gables development and construction of both the Replacement Facility and the multi-family residential housing project and related amenities known as Site Plan #432. BACKGROUND: At the February 21, 2015, Regular Meeting of the County Board, the County Board approved Site Plan #432 for the redevelopment of the 2.17-acre block bounded by 14 th Street North to the north, North Rhodes Street to the east, Fairfax Drive to the south, and North Rolfe Street to the west. The approved Site Plan #432 will redevelop the site with up to 391,369 square feet of space in three buildings (the Project ). Two of the buildings will consist of a total of 395 residential units and up to 1,000 square feet of optional retail. The third building will be the Replacement Facility, containing 14 units, which will replace the County s current Independence House facility. The Replacement Facility is to be constructed during the first phase of construction, to minimize any impact on the existing Independence House operations. A public park is proposed by Site Plan #432 for the corner of North Rhodes Street and 14 th Street North. Concurrently with approval of Site Plan #432, the Board approved and authorized the execution of the Exchange Agreement on behalf of the Board. The Exchange Agreement was fully executed on behalf of the County Board and Gables on March 10, To facilitate Gables development and construction of the Replacement Facility and Project, Gables has requested the County Board to approve and execute the attached Deed of Temporary Construction Easement and Crane Swing Agreement granting Gables certain pre-exchange and post-exchange temporary construction and temporary crane swing easements. DISCUSSION: The Deed of Temporary Construction Easement and Crane Swing Agreement will grant Gables the following pre-exchange and post-exchange temporary easements: Pre-Exchange Temporary Easements. A temporary construction easement over, across and through the County-owned parcels known as RPC#s and (the Vacant Lots ), for the purposes of parking, material storage, scaffolding, clearing, grading, site work, geotechnical and soil investigations, excavating, sheeting, shoring and installation of tie-backs and related development and pre-construction activities in connection with the Project. The grant of this temporary construction easement is subject to, and only effective upon, Gables providing the County with an acceptable irrevocable standby letter of credit, in an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000.00). A temporary construction easement over, across and through the County-owned transitional housing program facility parcel (RPC# ) for installation of tiebacks and related development and pre-construction activities in connection with the excavation, sheeting and shoring required for the Project. A temporary crane swing easement granting Gables permission to swing the boom of a crane over the portions of the County-owned transitional housing program facility parcel (RPC# ) as depicted on Exhibit E to the Deed of Temporary Construction Easement and Crane Swing Agreement

3 The pre-exchange temporary easements will automatically terminate upon the earlier of February 21, 2018 or the substantial completion of the Project as evidenced by the issuance of the first certificate of occupancy for tenant-occupancy within the building comprising a component of the Project that fronts on Fairfax Drive, unless otherwise extended by the County in writing. Post-Exchange Temporary Easements. A temporary easement over, across and through the unimproved exterior portions of the Replacement Facility Parcel, as depicted in Exhibit F-1 attached to the Deed of Temporary Construction Easement and Crane Swing Agreement, for temporary construction purposes reasonably necessary for material storage, scaffolding, forklift and hoist equipment, clearing, grading, site work, geotechnical and soil investigations and installation of tie-backs and other development and construction activities in connection with the Project. A temporary crane swing easement to swing the boom of a crane over the Replacement Facility parcel, as depicted on Exhibit F-2 attached to the Deed of Temporary Construction Easement and Crane Swing Agreement. In its use of the post-exchange easements, Gables may not materially interfere with the use or operation of the Replacement Facility by the County. The post-exchange temporary easements will automatically terminate upon the earlier of February 21, 2018 or the substantial completion of the Project as evidenced by the issuance of the first certificate of occupancy for tenantoccupancy within the building comprising a component of the Project that fronts on Fairfax Drive, unless otherwise extended by the County in writing. In the event the temporary easements are terminated due to the failure of Gables to complete the Replacement Facility consistent with the terms of the Exchange Agreement, or due to any termination of the Exchange Agreement before closing, Gables has the obligation to restore the County Parcels. The restoration must be commenced by Gables within fifteen (15) days after the date of such termination and must be diligently prosecuted to completion. If Gables fails to complete the restoration within one hundred fifty (150) days after the termination of the easements, the County may perform the restoration, subject to the obligation of Gables to reimburse the County for the restoration cost. Gables is required to provide the County with an irrevocable standby letter of credit, in an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000.00) prior to the issuance of any excavation, sheeting and shoring permit that includes any portion of the Vacant Lots, as security for Gables restoration obligation. No fee or compensation will be required from Gables for the Deed of Temporary Construction Easement and Crane Swing Agreement. FISCAL IMPACT: There is no fiscal impact from the County conveyance of the Deed of Temporary Construction Easement and Crane Swing Agreement to LG Rolfe Street LLC., since the conveyance is for nominal consideration

4 Attachment A Deed of Temporary Construction Easement and Crane Swing Agreement [Attached] - 4 -

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37 PT. 8 Vicinity Map Deed of Temporary Construction Easement and Crane Swing Agreement RPC #'s , , , & PARCEL C PT.1 14TH ST N N RHODES ST N ROLFE ST PT. 7 4 PT FAIRFAX DR ARLINGTON BLVD ARLINGTON BLVD 19 ARLINGTON BLVD Feet Pursuant to Section of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2013 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and August ± PT

38 A 9B 9C PT B 8C 10A 10B Vicinity Map Deed of Temporary Construction Easement and Crane Swing Agreement PARCEL A RPC #'s , , , & PT.2 PT. PARCEL C PARCEL B-2 14TH ST N N RHODES ST PT.1 PT. LOT B OUTLOT B OUTLOT B 6A N ROLFE ST PARCEL B-1 PARCEL A 13TH ST N 9A PT. 7 NSCOTT ST FAIRFAX DR 18 ARLINGTON BLVD N QUINN ST N QUEEN ST 6 PT PT A ARLINGTON BLVD ARLINGTON BLVD N ROLFE ST PT. 9 N QUINN ST PARCEL B TH ST N Feet Pursuant to Section of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2013 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and August 2015 ± CUSTER RD WASHINGTON AVE

39 Vicinity Map Deed of Temporary Construction Easement and Crane Swing Agreement RPC #'s , , , & N N 14TH ST RH OD ES ST BL VD GT ON BL VD N TO G AR L IN AR L IN GT ON IN AR L BL VD FA IR FA X ST DR N ROLFE Feet Pursuant to Section of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2013 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and August 2015 ±