HomeMy WebLinkAboutRes 98-12 Approving a letter of intent regarding pending litigation RESOLUTION 98-12
A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF
WESTLAKE, TEXAS, APPROVING A LETTER OF INTENT AMONG THE
TOWN OF WESTLAKE, SCOTT BRADLEY, AND HILLWOOD
DEVELOPMENT CORPORATION; AUTHORIZING THE MAYOR PRO TEM
TO EXECUTE THE SAME; DIRECTING THE TOWN'S ATTORNEYS TO
TAKE ALL NECESSARY STEPS TO CONSUMMATE THE SETTLEMENT IN
ACCORDANCE WITH THE LETTER OF INTENT; AND DECLARING AN
EFFECTIVE DATE.
WHEREAS, the Town of Westlake, Scott Bradley, Hillwood Development
Corporation and its affiliates ("Hillwood"), and the City of Fort Worth have been
involved in the following pending litigation:
A. City of Fort Worth and Hillwood/Willow Bend Ltd., et al v. Town of
Westlake. No. 02-98-00047-CV in the Second Court of Appeals of Texas,
Fort Worth (the"Fort Worth Case"),-
B. Bradley v. Huntress, et al., Cause No. 17-168763-97 in the 17'h District Court
of Tarrant County, Texas;
C. Hillwood/Willow Bend, Ltd. et al. v. Bradley, et al., Cause No. 97-05620 in
the 193rd District Court of Dallas County, Texas; and
D. Town of Westlake v. Hillwood/Willow Bend Ltd. et al. Cause No. DV98-
00442 in the 193rd District Court of Dallas County, Texas; and
WHEREAS, the parties have been negotiating for a possible settlement of all
litigation among the parties; and
WB EREAS, representatives of the Town of Westlake and Hillwood have been
negotiating the settlement of the differences between them and such negotiations have
resulted in the preparation of a "Letter of Intent" outlining the terms and conditions of a
proposed settlement; and
WHEREAS, the Board of Aldermen desire to proceed with possible settlement of
the differences between the Town of Westlake, Scott Bradley, Hillwood, and the City of
Fort Worth as set out in the Letter of Intent;NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS:
SECHON 1: That the "Letter of Intent" attached hereto as Exhibit "1" and
incorporated herein for all purposes is hereby approved by the Board of Aldermen of the
Resolution No.98-12 Page 2
Town of Westlake, Texas, as the proposed agreement for the resolution of the claims
made by the parties (Westlake, Hillwood, Bradley, and Fort Worth) in the above
referenced litigation and the terms of a settlement with Hillwood Development
Corporation, and the Mayor Pro Tem of the Town of Westlake is hereby authorized to
execute the same on behalf of the Town of Westlake.
SECTION 2: The Town's attorneys, Paul Isham, Terry Morgan of Terry Morgan
and Associates, and E. Eldridge Goins, Jr. and James W. Morris, Jr. of Goins,
Underkofler, Crawford & Langdon, L.L.P., are hereby authorized to prepare the
necessary documents and execute the same in order to consummate the settlement
provided that Scott Bradley and Hillwood Development Corporation execute the Letter of
Intent and further provided that the City of Fort Worth accepts the Proposal set out in
Westlake Resolution No. 98-10. In addition, the Mayor Pro Tem is hereby authorized to
execute any settlement documents on behalf of the Town of Westlake in order to
consummate the settlement among the parties.
SECTION 3: That this Resolution shall become effective from and after the date
of its passage.
PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF
WESTLAKE, TEXAS, ON THIS THE 14'DAY OF SEPTEMBER, 1998.
e�"A e�ayaz 2&2�:� -
CHARLA BRADSHAW,MAYOR PRO TEM
ATTEST:
/),-. )"
Orig-erXxosswy, To cretary
APPROVED AS TO FORM:
Paul C. sham, Town Attorney
LETTER OF INTENT
This is a Letter of Intent among the Town of Westlake, Scott Bradley, and Hillwood
Development Corporation and affiliates ("Hillwood"). The purpose of this Letter of
Intent is to facilitate the process by which affiliates of Fidelity Investments will locate a
major facility in the Town of Westlake that can have great benefits for the future of the
Town and its citizens, and by which land use, finance, and litigation matters affecting the
Town can be promptly resolved for the benefit of all concerned.
It is the intention of the parties to cause the terms of this Letter of Intent to be embodied
in one or more final written agreements. However, no parry hereto shall be legally bound
with respect to any matter set forth herein until such final written agreement(s) have been
duly approved and signed by such party.
The following represents the intention of the parties hereto:
1. Fort Worth Proposal. The parties will do all things reasonably necessary to approve
and carry into effect the Proposal to the City of Fort Worth attached hereto as Exhibit A.
including the settlements of litigation described in such Exhibit and mutual releases
executed by the parties. Such settlements will not preclude the Town of Westlake or
Scott Bradley from challenging the legal validity of any actions by former Westlake
- officials, employees, or attorneys in any ongoing litigation, but the parties (in exchange
for acceptable release) will not bring any damage claims or other suits against each other
or any of such persons by reason of anything occurring up to the date of the settlement.
Such Proposal, together with this Letter of Intent, will be submitted to the Board
of Aldermen of the Town of Westlake for formal approval and ratification on September
14, 1998. If such Proposal or any modified Proposal approved by the parties is accepted
by the City of Fort Worth, the parties hereto will do all things reasonably necessary to
finalize and perform the agreements that result from such acceptance.
2. Other Litigation. The parties will take or cause the following additional actions with
respect to pending litigation:
A. Hillwood and Westlake will dismiss all claims against each other in the Town
of Roanoke v. Town of Westlake litigation pending in the 367°i District Court
of Denton County, Texas; and
B. The pending proceedings by the Lake Turner(now Circle T) Municipal Utility
Districts for Certificates of Convenience and Necessity before the Texas
Natural Resources Conservation Commission will be dismissed.
3. Finance Plan. The parties will finalize and approve, and use their best efforts to
cause others to finalize and approve, on or before September 28, 1998, formation of
Public Improvement Districts and the Finance Plan proposed by Hillwood, in accordance
with the Deal Point Outline attached hereto as Exhibit B. The Finance Plan shall become
effective, without further action, upon the later of the final dissolution of the Circle T
Municipal Utility Districts or the settlement of the pending litigation referenced in
paragraphs 1 (Exhibit A) and 2.
4. Satisfaction of Conditions for Circle T Zoning. The Town of Westlake will accept
the settlement of pending litigation referenced in 1 (Exhibit A) and 2 above, as full
satisfaction of the conditions for final approval by Westlake of the zoning and related
land use regulation for the Circle T Ranch as stated by Westlake in its actions with
respect to such matters on July 27, 1998, and will take appropriate action to finalize such
actions on September 14, 1998.
5. Satisfaction of Conditions for Fidelitv Investments Zoning/Economic
Development Agreement. The Town of Westlake will accept the settlement of pending
litigation referenced in 1 (Exhibit A) and 2 above, as full satisfaction of the conditions
(other than closing of the purchase of the referenced property) for final approval by
Westlake of the zoning and related land use regulation, and for the effectiveness of an
economic development agreement, with respect to the property proposed to be purchased
in Westlake by affiliates of Fidelity Investments, as stated by Westlake in its actions with
respect to such matters on or about August 10, 1998. Westlake and Hillwood will fully
cooperate in procuring services to serve Fidelity Investments in the event that final
dissolution of the MUDS is delayed.
6. Dissolution of Circle T MUD'S. The Boards of Directors of Circle T Municipal
Utility Districts 1, 2 and 3 will vote, on or before September 18, 1998, to dissolve each of
such Municipal Utility Districts, conditioned upon and subject to settlement of litigation
as set forth in 1 (Exhibit A) and 2 above and final approval of the Finance Plan referred to
in 3 above by Westlake and all other governmental bodies whose approval is legally
required.
7. Westlake Facilities. Hillwood will dedicate sites for a Town Hall, a fire station, and
a police station to Westlake, at the time such facilities in the Town's reasonable
discretion are needed, at the locations designated in the PD Concept Plan conditionally
approved by the Board of Aldermen of Westlake on July 27, 1998, if such conditions are
removed and the PD Concept Plan is finally effective. A public announcement and
recommendation will be made by Hillwood in accordance with a statement to be
reviewed and approved by the parties.
8. Land Subject to Dispute With Roanoke. Hillwood will not seek approval from the
City of Roanoke of development on land currently in dispute in pending litigation
between the Town of Westlake and the City of Roanoke that is inconsistent with
Westlake's approvals without Westlake's consent, at any time prior to a judgment or
other resolution of such litigation.
9. Precinct Line Road. The parties will abide by the decision of the Westlake Board
of Aldermen concerning the Precinct Line Road (FM1938) alignment which is scheduled
for consideration on September 28, 1998.
Signed this 14"' day of September, 1998.
Town of Westlake
Scott Bradl y, Mayor
Hillwood Development Corporation
President
f
PROPOSAL TO CITY OF FORT WORTH
The Town of Westlake, Scott Bradley, and Hillwood Development Corporation propose
as follows to the City of Fort Worth:
1. Settlement of All Litigation Among Parties.
The Town of Westlake, Scott Bradley, Hillwood Development Corporation and its
affiliates ("Hillwood") , and the City of Fort Worth will promptly and finally settle all
pending litigation among them. The litigation to be settled consists of the following:
A. City of Fort Worth and Hillwood/Willow Bend Ltd. et alv Town of
Westlake, No. 02-98-00047-CV in the Second Court of Appeals of Texas, Fort
Worth(the"Fort Worth Case").
B. Bradley v. Huntress, et al., Cause No. 17-168763-97 in the 17th District Court
of Tarrant County, Texas.
C. Hillwood/Willow Bend Ltd. et al. v. Bradley et al., Cause No. 97-05620 in the
193rd District Court of Dallas County, Texas.
D. Town of Westlake v. Hillwood/Willow Bend Ltd. et al., Cause No. DV98-
00442 on the 193rd District Court of Dallas County, Texas.
In the Fort Worth Case, the appeal will be dismissed and the parties will request a
declaratory judgment to be entered by the trial court declaring all land formerly in dispute
among the parties to be in the corporate limits of Westlake, with all other claims to be
dismissed without prejudice. The Town of Westlake will agree not to voluntarily resolve
any pending litigation with the City of Roanoke or the City of Southlake in a manner
which results in any land purportedly disannexed from Westlake in May, 1997, being
within the corporate limits of those cities (except potentially land that was the subject of
dispute prior to May, 1997).
Despite extensive efforts, the Town of Westlake has been unable, to date, to
resolve other pending litigation pertaining to its boundaries with the City of Southlake and
the City of Roanoke. Westlake therefore has no realistic alternative but to proceed with
these boundary cases. The issues currently pending before the Texas Supreme Court in
State ex rel. White v. Bradley Cause No. 97-1135, are significant in this pending litigation
with the City of Southlake and the City of Roanoke and for other reasons. However,
neither the City of Fort Worth nor Hillwood are parties to State ex rel. White v. Bradley,
007510.00019:0376450.03
nor will the outcome of that case have any legal effect on the City of Fort Worth or
Ellwood if this Proposal is accepted. Accordingly, the Town of Westlake and Bradley will
proceed with that case.
2. Settlement of Claims.
The Town of Westlake, Scott Bradley, Ellwood, and the City of Fort Worth will
promptly settle all existing controversies among themselves and their respective current
and former elected and appointed officials, officers, employees, attorneys and
representatives.
3. Opportunity Center and Land Dedication.
Ellwood, with the cooperation and support of corporations and other community
institutions, will provide to the City of Fort Worth, for the long-term benefit of all of its
citizens, the Opportunity Center and Land Dedication described in the attached document.
These will be only the latest in the long series of cooperative and mutually beneficial
efforts by the City of Fort Worth and Ellwood that have made Fort Worth Alliance
Airport and the surrounding area one of the most successful examples of public-private
cooperation in our nation and the world.
4. Reimbursement of City Expenses.
Ellwood will reimburse the City of Fort Worth for its expenses, including its
reasonable attorney's fees, incurred to date in connection with the case of City of Fort
Worth and Hillwood v. Town of Westlake, described above.
5. No Admission of Wrongdoing.
In connection with the settlement of litigation set forth above, all parties will
expressly acknowledge that no party admits any wrongdoing of any kind, and that the
purpose of the settlement is to put all disputes and litigation behind the parties, and to
further the progress of Tarrant County and the region.
6. Documentation.
This proposal is subject to final documentation acceptable to all parties, and
neither the City of Fort Worth nor other parties will be legally bound until such final
documentation is approved and signed by all parties.
007510.00019:0376450.03
Document Outline
1-10-12
Town of Westlake re: Circle T MUD Infrastructure
Resolution 98-12 (including Letter of Intent)
The Westlake/Hillwood Settlement Agreement adopted September 14, 1998
Interlocal Agreement December 13, 1999
Westlake First Article February 17, 2000
4. Narrative