HomeMy WebLinkAboutRes 17-26 Approving Westlake Entrada Declaration of Covenants, Conditions and Restrictions Planned Development PD1-2 TOWN OF WESTLAKE
RESOLUTION 17-26
A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, APPROVING DOCUMENT ENTITLED "DECLARATION OF COVENANTS,
CONDITIONS, AND RESTRICTIONS AND ESTABLISHMENT OF EASEMENTS FOR
WESTLAKE ENTRADA", WITH ENTRADA BEING A MIXED-USE DEVELOPMENT
LOCATED IN THE PDI-2 ZONING DISTRICT ON AN APPROXIMATE 85 ACRE
TRACT LOCATED AT THE NORTHEAST CORNER OF FM 1938 DAVIS
BOULEVARD AND SOLANA BOULEVARD.
WHEREAS, the Town of Westlake is experiencing planned growth through the
attraction of economic development projects such as Fidelity Investments and Deloitte
University, residential developments such as Vaquero, Glenwyck Farms, Terra Bella, Entrada,
Quail Hollow, and Granada which are consistent with the Town's Comprehensive Plan, and
WHEREAS, the Town of Westlake (Town) and Maguire Partners, L.P. (the Developer)
desire to foster a cooperative partnership to continue this planned growth through a zoning and
other standards that ensure high quality development within the Town in the development known
as Entrada (the zoning for which was approved in Ordinance No. 703 approved on April 23,
2013), and
WHEREAS, on October 28, 2013 the Town Council approved via the adoption of
Resolution 13-34 a Development and Subdivision Improvement Agreement (Development
Agreement) with the Developer for Entrada with Section 2L of said Development Agreement
stating that the Developer of Entrada will establish a Property Owners Association (POA) for
management and finances pertaining to various facilities and improvements within the Entrada
development as set out in various documents approved by the Town Council; and
WHEREAS, the Development Agreement adopted by Resolution 13-14 also calls for in
Section 2L of said Agreement that the Developer must file in the Deed Records of Tarrant
County, Texas, a Declaration of Restrictions, Covenants, and Conditions (CCR's). Further, said
Agreement states that these CCR's must be approved by the Town prior to their filing in the
Deed Records of Tarrant County, Texas and such filing is at the Developer's expense; and
WHEREAS, the Developer has submitted proposed CCR's for Town review and
approval entitled Declaration of Covenants, Conditions, and Restrictions and Establishment of
Easements for Westlake Entrada"; and
WHEREAS, these same CCR's have also now been approved by CVS and Primrose
School because those tracts were sold and closed on before these CCR's were approved by the
Town, and it is in the Town's and the Developer's best interest to finish these CCR's and
approve them per the Development Agreement prior to any further sales of tracts in Entrada; and
Resolution 17-26
Pagel of 2
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of Westlake.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1. That, all matters stated in the Recitals hereinabove are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That the Town of Westlake Town Council does hereby approves the
Declaration of Covenants, Conditions, and Restrictions and Establishment of Easements for
Westlake Entrada" attached hereto as Exhibit "A':
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 19TH DAY OF JUNE 2017.
ATTEST: e zze4 -
Laura L. Wheat, Mayor
o � p — ._
Kelly ltdward.QTown Secretary Irl OF VVFS Nomas E'BryhlefT n Manager
�o �l
APPROVED AS TO FORM:
1 TAX AS .
/—L. Staff ton Lowry, Sown Attorney
Resolution 17-26
Page 2 of 2
`
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
BOYAR& MILLER, P.C.
One Grove Street
2Q25Richmond Ave, 14^'Floor
Houston,TX 77098
Attn: Hilary Tyson
SPACE ABOVE RESERVED FOR RECORDER'S USE
DECLARATION 0FCOVENANTS, CONDITIONS AND RESTRICTIONS
AND
ESTABLISHMENT OFEASEMENTS
FOR
VVESTLAh[EENTRADA
Westlake Entmclaoeclaration
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS............................................................................................................................3
1.1 "Additional Charges"..............................................................................................................3
1.2 "Affiliate".................................................................................................................................3
1.3 "Allocable Share"....................................................................................................................4
1.4 "Allocable Assessment Share"...............................................................................................4
1.5 "Annexable Property...............................................................................................................4
1.6 "Annexation"...........................................................................................................................4
1.7 "Annual Budget".....................................................................................................................4
1.8 "Applicable Laws"...................................................................................................................4
1.9 "Applicable Rate"....................................................................................................................4
1.10 "Area".....................................................................................................................................4
1.11 "Area Representative..............................................................................................................4
1.12 "Assessment"or"Assessments"............................................................................................4
1.13 "Assessed Areas"...................................................................................................................5
1.14 "Assessment Commencement Date".....................................................................................5
1.15 "Association"...........................................................................................................................5
1.16 "Association Access Roads"..................................................................................................5
1.17 "Association Articles"..............................................................................................................5
1.18 "Association Board"................................................................................................................5
1.19 "Association Bylaws"..............................................................................................................5
1.20 "Association Landscape Areas".............................................................................................5
1.21 "Association Maintenance Areas"..........................................................................................5
1.22 "Association Maintenance Manual"........................................................................................6
1.23 "Association Property..............................................................................................................6
1.24 "Association Rules"................................................................................................................6
1.25 "Board"...................................................................................................................................6
1.26 "Building"or"Buildings"..........................................................................................................6
1.27 "Building Exteriors".................................................................................................................6
1.28 "Building Portion".............::....................:..........:.......................................:.............................6
1.29 "Claims"..................................................................................................................................6
1.30 "Commercial Area".................................................................................................................6
1.31 "Commercial Owner"..............................................................................................................7
1.32 "Common Expenses".............................................................................................................7
1.33 "Community Entitlements"......................................................................................................8
1.34 "Community Standards".........................................................................................................8
1.35 "Condominium".......................................................................................................................8
1.36 "County....................................................................................................................................8
1.37 "Covered Property...................................................................................................................8
1.38 "CPI Index".............................................................................................................................8
1.39 "Declarant"..............................................................................................................................8
1.40 "Declarant Party......................................................................................................................9
1.41 "Declarant's Rights Termination Date"...................................................................................9
1.42 "Design Guidelines"................................................................................................................9
1.43 "Design Review Committee"..................................................................................................9
1.44 "Director"................................................................................................................................9
1.45 "Eligible Mortgage Holder".....................................................................................................9
1.46 "Emergency.............................................................................................................................9
1.47 "Exterior Facades"..................................................................................................................9
1.48 "First Mortgage"......................................................................................................................9
1.49 "First Mortgagee"....................................................................................................................9
1.50 "Fiscal Year"...........................................................................................................................9
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1.51 "Front Yard Area"...................................................................................................................9
1.52 "Gas Well Pad Site"..............................................................................................................10
1.53 "Governing Documents".......................................................................................................10
1.54 "Governmental Agency.........................................................................................................10
1.55 "Governmental Requirements".............................................................................................10
1.56 "Guest Builder".....................................................................................................................10
1.57 "Hazardous Materials"..........................................................................................................10
1.58 'Improvements"....................................................................................................................10
1.59 "Individual Interests".............................................................................................................10
1.60 'Individual Interest Declaration"...........................................................................................10
1.61 'Individual Interest Governing Documents"..........................................................................10
1.62 'Individual Interest Owner"...................................................................................................11
1.63 'Institutional Mortgagee"......................................................................................................11
1.64 "Lease".................................................................................................................................11
1.65 "Lessee"......................................................... .....................................................................11
1.66 "Maintenance Obligations"...................................................................................................11
1.67 "Member"..............................................................................................................................11
1.68 "Mixed Use Building..............................................................................................................11
1.69 "Mortgage"............................................................................................................................11
1.70 "Mortgagee"..........................................................................................................................11
1.71 "Occupant"............................................................................................................................11
1.72 "Office Area".........................................................................................................................11
1.73 "Office Owner"......................................................................................................................11
1.74 "Official Records" .................................................................................................................11
1.75 "Offsite Maintenance Areas"................................................................................................11
1.76 "Outdoor Dining Areas"........................................................................................................11
1.77 "Owner"................................................................................................................................11
1.78 "Parcel'or"Parcels...............................................................................................................12
1.79 'Pedestrian Access Areas"...................................................................................................12
1.80 'Permitted Users".................................................................................................................12
1.81 'Person"................................................................................................................................12
1.82 'PID Improvements".............................................................................................................12
1.83 "PID Maintenance Agreement".............................................................................................12
1.84 'Plat Map.............................:.................................................................................................12
1.85 'Private Streets"...................................................................................................................12
1.86 "Public Improvement District or"PID"..................................................................................12
1.87 'Residence"..........................................................................................................................12
1.88 'Residential Area" ................................................................................................................13
1.89 'Retail Area".........................................................................................................................13
1.90 'Retail Owner"......................................................................................................................13
1.91 'Reviewing Party...................................................................................................................13
1.92 "Shared Point of Connection"...............................................................................................13
1.93 "Shared Private Sewer System"...........................................................................................13
1.94 "Shared Private Stormwater Systems".................................................................................13
1.95 "Shared Telecommunication Systems"................................................................................13
1.96 "Sign Panel Beneficiary.........................................................................................................13
1.97 "Sign Panels"........................................................................................................................13
1.98 'RESERVED".......................................................................................................................13
1.99 "Site Plan"or"Site Plans"....................................................................................................13
1.100 "Special Benefit Area"..........................................................................................................13
1.101 "Special Benefit Area Budget"..............................................................................................13
1.102 "Special Benefit Area Services"...........................................................................................13
1.103 "Square Feet"or"Square Footage".....................................................................................14
1.104 "Subassociation.. ..................................................................................................................14
1.105 "Supplemental Declaration(s)".............................................................................................14
1.106 "Telecommunications Facilities"...........................................................................................14
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1.107 "Town" .............................................................................................................................14
1.108 "Utility Facilities"...................................................................................................................14
1.109 "Voting Power".....................................................................................................................15
1.110 "Westlake Entrada"..............................................................................................................15
1.112 "Westlake Entrada—Bell Tower".........................................................................................15
1.113 "Westlake Entrada—Farmers'Market"................................................................................15
1.114 "Westlake Entrada Monument Signs"or"Monument Signs"...............................................15
1.115 "Westlake Entrada—Plaza Mayor"......................................................................................15
1.116 "Westlake Entrada—Retail Harbor".....................................................................................15
1.117 "Westlake Entrada—Ricardo Bridge" ..................................................................................15
1.118 "Westlake Entrada Signage"................................................................................................15
1.119 "Westlake Entrada Signage Program".................................................................................15
1.120 "Westlake Entrada—Teatro Merida"....................................................................................15
1.121 "Westlake Entrada—Wedding Chapel"................................................................................15
1.122 "Work"or"Construction Work".............................................................................................15
1.123 "Zoning Ordinance"..............................................................................................................16
ARTICLE 2 OWNERSHIP AND CREATION OF EASEMENTS.................................................................16
2.1 Ownership and Easements......;..,,.....................................................................................16
2.2 Limitations..........................................:.................................................................................16
2.3 Defined Terms Relating to Easements................................................................................16
2.4 Access, Use and Circulation Easements.............................................................................16
2.5 Utility Facilities Easements...................................................................................................17
2.6 Shared Private Stormwater Systems Easement..................................................................18
2.7 Shared Private Sewer System Easements..........................................................................18
2.8 Easements in Favor of Declarant and/or the Association....................................................18
2.9 Easements in Favor of Declarant.........................................................................................18
2.10 Duration of Easements; Exclusive Use; Permitted Users; Benefited Parties ......................20
2.11 Limitations on Easement Rights...........................................................................................21
2:12 No Right to Revenue............................................................................................................22
2.13 No Separate Transfer..............:............................................................................................22
2.14 Location of Easements on Condominiums...........................................................................22
ARTICLE 3 WESTLAKE ENTRADA ASSOCIATION .................................................................................23
3.1 Powers of the Association....................................................................................................23
3.2 Duties of the Association......................................................................................................25
ARTICLE 4 MAINTENANCE RESPONSIBILITIES ....................................................................................27
4.1 Maintenance and Maintaining Party.....................................................................................27
4.2 Maintenance Standards.......................................................................................................28
4.3 Responsibilities of the Association.......................................................................................28
4.4 Maintenance by Owners and Individual Interests................................................................30
4.5 Construction Deposit............................................................................................................33
ARTICLE 5 VOTING RIGHTS AND MEMBERSHIP IN THE ASSOCIATION............................................33
5.1 Membership..........................................................................................................................33
5.2 Voting Membership..............................................................................................................33
5.3 Actions by the Association Board.........................................................................................34
5.4 Voting Power........................................................................................................................34
5.5 Declarant's Rights to Select Director....................................................................................34
5.6 Special Benefit Area Approvals............................................................................................34
5.7 Dissolution of the Association..............................................................................................35
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5.8 Joint Owner Votes................................................................................................................35
5.9 Board....................................................................................................................................35
5.10 Authority of Subassociations................................................................................................35
ARTICLE 6 POA ASSESSMENTS.............................................................................................................35
6.1 Creation of Obligation for Assessments...............................................................................35
6.2 Purpose of Assessments......................................................................................................36
6.3 Regular Assessments..........................................................................................................36
6.4 Special Assessments...........................................................................................................36
6.5 Special Benefit Area Assessments......................................................................................36
6.6 Compliance Assessments....................................................................................................36
6.7 Assessment Types...............................................................................................................36
6.8 Commencement of Assessments........................................................................................37
6.9 Limitations on Increases to Assessments for Residential Areas.........................................37
6.10 Budgeting.............................................................................................................................37
6.11 Notice and Assessment Installment Due Dates...................................................................37
6.12 Collection of Assessments by Subassociations...................................................................38
6.13 Collection of Assessments and Liens ..................................................................................38
6.14 Additional Charges...............................................................................................................39
6.15 No Offsets............................................................................................................................39
6.16 Personal Liability of Owners.................................................................................................39
6.17 Subordination of Lien to First Mortgagee.............................................................................40
6.18 Transfer of Property by an Owner........................................................................................40
6.19 Failure to Fix Assessments..................................................................................................40
6.20 Exemption of Declarant........................................................................................................40
ARTICLE 7 USE RESTRICTIONS..............................................................................................................40
7.1 Restrictions Applicable to All the Covered Property............................................................40
7.2 Use Restrictions Applicable to the Residences....................................................................44
7.3 Use Restrictions Applicable to Commercial Areas...............................................................46
7.4 Construction Work................................................................................................................47
7.5 Exemption of Declarant........................................................................................................48
ARTICLE 8 DESIGN REVIEW AND ARCHITECTURAL STANDARDS ....................................................49
8.1 Non-Applicability to Declarant or Guest Builders.................................................................49
8.2 Reviewing Party...................................................................................................................49
8.3 Scope of Required Review of Plans.....................................................................................49
8.4 Design Review Committee...................................................................................................49
8.5 Design Guidelines................................................................................................................50
8.6 Interpretation........................................................................................................................51
8.7 Performance of Construction Requirements of Construction...............................................51
8.8 Submittal of As-Built Plans and Record Drawings...............................................................51
8.9 Conflict With Applicable Laws..............................................................................................52
8.10 Liability..................................................................................................................................52
8.11 Notice of Non-Compliance or Non-Completion....................................................................52
8.12 Inspection and Correction of Work.......................................................................................52
ARTICLE 9 DEVELOPMENT AND OTHER RIGHTS.................................................................................52
9.1 Declarant and Guest Builder Rights.....................................................................................52
9.2 Access..................................................................................................................................53
9.3 Construction.........................................................................................................................53
9.4 Marketing Rights..................................................................................................................53
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9.5 Declarant Representative.....................................................................................................54
9.6 Declarant and Guest Builder Exemption..............................................................................54
9.7 Architectural Rights..............................................................................................................54
9.8 Exclusive Rights to Use Name of Community......................................................................54
9.9 Publicity Release..................................................................................................................55
9.10 Photography of Buildings.....................................................................................................55
9.11 Declarant's Reversionary Rights..........................................................................................55
9.12 Amendment..........................................................................................................................55
ARTICLE10 INSURANCE..........................................................................................................................55
10.1 Insurance to be Maintained by the Association ...................................................................55
10.2 Insured Property...................................................................................................................56
10.3 Individual Interest and Owner's Insurance Obligations........................................................58
10.4 Course of Construction Insurance for Association and Owners..........................................60
10.5 Association Board Authority to Revise Insurance Requirements.........................................60
10.6 Compliance with Federal Agencies'Requirements..............................................................60
ARTICLE 11 DESTRUCTION OF IMPROVEMENTS ................................................................................60
11.1 Repair and Reconstruction of Association Insured Property...............................................61
11.2 Repair Work.........................................................................................................................62
11.3 Cooperation..........................................................................................................................62
11.4 Completion of Repairs..........................................................................................................62
ARTICLE 12 EMINENT DOMAIN ...............................................................................................................62
12.1 Condemnation......................................................................................................................62
12.2 Total Taking..........................................................................................................................63
12.3 Minor Taking.........................................................................................................................63
12.4 Major Taking.........................................................................................................................63
ARTICLE 13 ANNEXATION OF REAL PROPERTY..................................................................................63
13.1 Annexation ...........................................................................................................................63
13.2 Procedures for Annexation...................................................................................................64
13.3 Covenants Running With the Land ......................................................................................64
13.4 Annexations Under Supplemental Declarations ..................................................................64
ARTICLE 14 RIGHTS OF LENDERS.........................................................................................................64
14.1 Conflict..................................................................................................................................64
14.2 Subordination of Lien to First Mortgages; Liability for Unpaid Assessments.......................64
14.3 Notice to Eligible Holders.....................................................................................................65
14.4 Inspection of Books and Records........................................................................................65
14.5 Financial Statements............................................................................................................65
14.6 Mortgagee Protection...........................................................................................................65
14.7 Right to Furnish Information.................................................................................................65
14.8 Written Notification to Mortgagees or Guarantors of First Mortgages .................................65
ARTICLE 15 AMENDMENT AND TERM OF DECLARATION...................................................................65
15.1 Term.....................................................................................................................................66
15.2 Amendments........................................................................................................................66
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ARTICLE 16 ENFORCEMENT...................................................................................................................67
16.1 Enforcement and Nonwaiver................................................................................................67
16.2 Legal Action Generally.........................................................................................................67
16.3 Injunctive and Declaratory Relief.........................................................................................67
16.4 Non-Defaulting Party's Right to Cure or Abate....................................................................67
16.5 Individual Interest Remedies and Lien Rights......................................................................67
16.6 Remedies Cumulative..........................................................................................................68
ARTICLE 17 COVENANTS OF COOPERATION.......................................................................................68
17.1 No Discriminatory Restrictions on Transfer..........................................................................68
17.2 Estoppel Certificates............................................................................................................68
17.3 Exchange of Information......................................................................................................68
17.4 Cooperation with Parcel Reconfiguration.............................................................................69
17.5 Reasonable Consents..........................................................................................................69
17.6 Requirements for Consent by Owners.................................................................................69
17.7 Association Limitation on Liability........................................................................................69
17.8 Reasonable Consents..........................................................................................................69
17.9 Transfers..............................................................................................................................69
ARTICLE 18 GENERAL PROVISIONS......................................................................................................70
18.1 Headings..............................................................................................................................70
18.2 Severability...........................................................................................................................70
18.3 Cumulative Remedies..........................................................................................................70
18.4 Access to Books...................................................................................................................70
18.5 Liberal Construction .............................................................................................................70
18.6 Notice...................................................................................................................................70
18.7 Notification of Sale of Covered Property..............................................................................70
18.8 Notices..................................................................................................................................70
18.9 Number; Gender.................................................._................................................................71
18.10 Exhibits .............................................................................................................................71
18.11 Binding Effect.................:.....................................................................................................71
18.12 Statutory References............................................................................................................71
18.13 Joint and Several Liability.....................................................................................................71
18.14 Applicable Laws ...................................................................................................................71
18.15 Conflicts in Documents.........................................................................................................71
18.16 Governing Law.....................................................................................................................71
ARTICLE 19 AUTHORITY OF THE TOWN OF WESTLAKE PROVISIONS .............................................71
19.1 Town Authority.....................................................................................................................71
19.2 Abandonment of Maintenance Obligations..........................................................................71
19.3 Termination of the Association.............................................................................................72
19.4 Termination of the Declaration.............................................................................................72
19.5 Amendment of Certain Provisions of the Declaration. .........................................................72
19.6 Failure of the Association to Maintain Association Property or PID Improvement...............72
19.7 Conflicts................................................................................................................................73
ARTICLE 20 DISCLOSURES AND INDEMNITIES....................................................................................73
20.1 Amphitheater Disclosure......................................................................................................73
20.2 Gas Well Pad Site and Oil, Gas and Mineral Rights Disclosure..........................................73
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20.3 Indemnification of Declarant and Association: Parcels and Association Maintained
Areas. .................................................................................................................................74
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DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
AND ESTABLISHMENT OF EASEMENTS
FOR
WESTLAKE ENTRADA
THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND
ESTABLISHMENT OF EASEMENTS FOR WESTLAKE ENTRADA("Declaration")is made and executed
this day of , 2017 by MRW Investors, LLC, a Texas limited liability company
("Declarant")with reference to the facts set forth below.
RECITALS
All initially capitalized terms used but not defined in the Recitals shall have the meanings set forth
in Article 1.
A. Description of Westlake Entrada. Declarant is the master developer of an
approximately 85± acre mixed use village situated in the Town of Westlake, State of Texas, more
particularly described on Exhibit"A" attached hereto ("Covered Property"). Declarant may, at any time
during the Development Period (as hereinafter defined), annex the real property described on
Exhibit"B"to this Declaration and upon such annexation the Annexable Property will be included within
the Covered Property.
B. Purpose of the Westlake Entrada Association. The Westlake Entrada Association has
been or will be formed to govern and manage Westlake Entrada. It will own the Association Property and
be primarily responsible for the maintenance and operation (on behalf of the City pursuant to the PID
Maintenance Agreement substantially in the form attached hereto as Exhibit "F") of PID Improvements
as described and/or depicted on Exhibit"A-2" attached hereto, which include, but are not limited to, the
plaza, park and gathering areas commonly referred to and referred to on the Site Plan as the "Plaza
Mayor,"the"Farmer's Market", the"Ricardo Bridge", and the"Retail Harbor", certain Private Streets and
Pedestrian Access Areas and other areas described herein as PID Improvements, and will maintain the
Association Property, PID Improvements and other areas and improvements described in this Declaration
as the Association Maintenance Areas and will provide certain services for the benefit of Westlake
Entrada and Owners and Occupants thereof. The Association will have the responsibilities, powers and
obligations set forth in this Declaration and the Governing Documents including the power to ensure the
performance by the Owners and any Subassociations of the maintenance and other obligations imposed
under this Declaration and the Governing Documents. In performing these obligations and exercising
these powers the Association will seek to preserve the value and foster a sense of community for all of
Westlake Entrada.
C. Areas Within Westlake Entrada. If developed as planned, Westlake Entrada will
consist of various Areas described in this Declaration which are generally depicted on the Site Plan
attached hereto as Exhibit"C"and described in this Declaration. Each of these Areas may have distinct
characteristics and features. Subassociations may be formed for some Areas to govern the Areas and
perform the maintenance and other obligations imposed on the Areas hereunder. In such case,
Assessments levied hereunder by the Association will be allocated to the Subassociation and the
Subassociation will be obligated to collect the Assessments from the Individual Interest Owners. Other
Areas will be comprised of Owners of Parcels and each of the Owners will be allocated Assessments by
the Association and will be obligated to perform certain obligations as provided for herein. Throughout
this Declaration there are references to Owners and Individual Interest Owners. An Owner is the fee title
Owner of a Parcel which is not governed by a Subassociation. An Individual Interest Owner is an owner
of a Parcel or Condominium which is governed by a Subassociation.
D. Members of the Association. Unless otherwise specified in a Supplemental
Declaration, and subject to Declarant's rights as a Class C Member, if a Subassociation has been formed
to govern an Area within Westlake Entrada, all Owners who are Members of the Subassociation shall be
Members of the Association, provided that a Subassociation, by and through its president or other
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representative(s) elected or appointed as the Area Representative by the members of such
Subassociation, will be Director(s) to serve on the Board of the Association and will represent the
interests of the Owners subject to the jurisdiction of such Subassociation for all Association matters. In
any Areas where Subassociations have not been formed, each Owner of a Parcel within the Area will be
a Member of the Association, and shall designate by majority vote or written consent of the of a majority
of the voting rights of Owners of such Area, one (1) Member to act as its Area Representative and to
serve as director on the Board of Directors of the Association to represent the interests of Owners of such
Area for all Association Matters.
E. Budget Allocations. The Owners will benefit from the maintenance of the Association
Maintenance Areas and other services provided by the Association for the overall benefit of the Owners
and Occupants of Westlake Entrada. Some of the services and Maintenance Obligations performed by
the Association will benefit some but not all Owners. Accordingly, the Annual Budget for the Association
may include General Allocations and Special Allocations. The General Allocations will be allocated
among all of the Owners based upon the Allocable Assessment Share. The Special Allocations may
(subject to the terms of this Declaration) be allocated among fewer than all of the Owners as set forth in
the Annual Budget or may be allocated to all of the Owners, but the allocations may be based upon a
variable formula depending upon the particular service provided or obligation performed. There may also
be Special Benefit Areas which will be established to provide special services or benefits to Areas or
Parcels within Westlake Entrada and the Owners within the Special Benefit Area will pay Special Benefit
Area Assessments in addition to any other Assessments levied hereunder. Declarant has further
imposed certain limitations on the amount of the Assessments that will be levied against certain
Residential Areas. Having the Residential Areas subject to the jurisdiction of the Association is a benefit
for all of Westlake Entrada and by imposing such limitations on Assessments and limitations increases to
the Assessments, Declarant can create a community with many diverse uses which will include the
Owners and Occupants within the Residential Areas.
F. Establishment of Easements. Westlake Entrada is a mixed use integrated
development. Accordingly, this Declaration, will establish easements for the benefit of the Owners and all
of Westlake Entrada. The easement rights will include non-exclusive easements for access, ingress,
egress, parking, utilities, encroachments, drainage and other easements established hereunder. Such
easements shall become effective upon the date of recordation of this Declaration in the Official Records.
No easement may conflict with recorded Town easements.
G. Future Development of Westlake Entrada. Westlake Entrada will be a mixed use
development with uses that will evolve and change over time. As described herein, some or all of the
Parcels may be further subdivided into additional Parcels or Condominiums. There could be other
configurations or adjustments that occur in the future and other changes in Westlake Entrada may also
occur as it continues to develop. This Declaration establishes and provides the Association with the
powers it needs to govern, operate and maintain Westlake Entrada. This Declaration shall be liberally
construed to effectuate its purpose of creating a flexible plan for the subdivision, maintenance,
governance, development and marketing of Westlake Entrada. To achieve the foregoing goals and to
ensure a flexible governance structure, further rights, obligations, allocations, easements and other
matters affecting Westlake Entrada or portions thereof will be identified in Supplemental Declarations
recorded in the future.
H. Town Authority. The Town has certain authorities and rights with respect to this
Declaration and the Association as specifically set forth in Article 19 hereof. The terms of this Declaration
in no way modify, amend or supersede the restrictions, requirements, terms or provisions of the Zoning
and Entitlement related Ordinances #703, #720, #759, and #760 and Resolution 13-34, or any other
Community Entitlements applicable to the Covered Property. In the event that there is a conflict between
the terms of this Declaration or any Governing Documents of the Association, and the terms of the Zoning
Ordinance or any Community Entitlements, the most restrictive terms shall apply provided that
enforcement of such terms do not result in a violation of the Zoning Ordinance or any other Community
Entitlement.
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005782\00003\1397562.12
NOW, THEREFORE, Declarant and the fee title Owners of the Covered Property executing this
Declaration declare that all of the Covered Property is, and shall be, held, conveyed, encumbered,
hypothecated, leased, rented, used, occupied and improved subject to the following limitations,
covenants, conditions, restrictions, easements, liens and charges,all of which are declared and agreed to
be in furtherance of a general plan for the subdivision, improvement, protection, maintenance and
conveyance of all of the Covered Property, and all of which are declared and agreed to be for the purpose
of enhancing, maintaining and protecting the value, synergy and appearance of the Covered Property. All
of the limitations, covenants, conditions, restrictions, easements, liens and charges are equitable
servitudes and shall run with the Covered Property, shall be binding on and inure to the benefit of
Declarant, the Subassociations, and all Owners having or acquiring any right, title or interest in the
Covered Property.
Throughout this Declaration, there are summaries (like this summary), which appear in italics, to
aid the reader's comprehension and use of this Declaration. In the event of a conflict between any
summary and the text of any of the Governing Documents, the text shall control.
ARTICLE 1
DEFINITIONS
The defined terms which are set forth in this Article are used throughout this Declaration and
many of Governing Documents. The definitions in this Article will assist in reading and reviewing the
balance of this Declaration and Governing Documents.
Unless the context otherwise specifies or requires, the terms defined in this Article shall, for all
purposes of this Declaration, have the meanings specified below.
1.1 "Additional Charges" means costs, fees, charges and expenditures incurred by the
Association in collecting and/or enforcing payment of Assessments, and other amounts levied under this
Declaration. Additional Charges include,without limitation,the following:
1.1.1 Reasonable attorneys' fees and costs incurred in the event an attorney is
employed to collect any Assessment or sum due,whether by suit or otherwise;
1.1.2 A late charge in an amount to be fixed by the Association in accordance with
Applicable Laws to compensate the Association for additional collection costs incurred in the event any
Assessment or other sum is not paid when due or within any "grace" period established by this
Declaration,the Association Rules or Applicable Laws;
1.1.3 Costs of suit and court costs incurred as are allowed by the court;
1.1.4 Interest on delinquent Assessments or other amounts permitted to be levied
under this Declaration and the other Governing Documents at the Applicable Rate; and
1.1.5 Any such other additional costs that the Association may incur in the process of
collecting delinquent Assessments.
1.2 "Affiliate" means with respect to a specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the specified Person. "Control" as used herein is defined as possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract, or otherwise.
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1.3 "Allocable Share" means a share of the Assessments, or votes allocated to an Area
or a Parcel based upon the Allocable Assessment Share described below.
1.4 "Allocable Assessment Share" means the Allocable Share allocated to each
Assessed Area or Parcel as set forth below.
1.4.1 Residential Property. The Allocable Assessment Share for the Residential
Areas initially subject to this Declaration are set forth on Exhibit"D." The Allocable Assessments Share
for any Residential Areas which are annexed in the future shall be set forth in a Supplemental
Declaration.
1.4.2 Commercial and Retail Property. The Allocable Assessment Share for any
Parcel within the Covered Property included within a Commercial Area is equal to the ratio which the
Square Footage within the Buildings on a Parcel bears to the total Square Footage of all Parcels within
the Commercial Areas as to which Assessments have commenced.
1.4.3 Other Assessed Share Allocations. Declarant may designate other Allocable
Assessment Shares in Supplemental Declarations prior to the conveyance of a Parcel to an Owner or if
the Parcel has been conveyed, with the consent of the Owner of the applicable Parcel to reflect the
character or use of a particular area within Westlake Entrada.
1.5 "Annexable Property"means any or all of the real property described on Exhibit"B,"
together with any additional land located in the vicinity of (but not necessarily adjacent to, the Covered
Property, which may be made subject to this Declaration in accordance with the provisions set forth in
Article 14.
1.6 "Annexation" means the process by which the Annexable Property may be made
subject to this Declaration set forth in Article 13.
1.7 "Annual Budget" means the annual budget for Common Expenses adopted by the
Association from time to time.
1.8 "Applicable Laws" means any law, regulation, rule, order and ordinance of any
Govemmental.Agencies,having jurisdiction over the Covered Property which are applicable to Westlake
Entrada, now in effect or as hereafter promulgated, including all Governmental Requirements.
1.9 "Applicable Rate" means the rate of interest established by the Board from time to
time which shall not, in any event exceed the maximum rate allowed by Applicable Laws.
1.10 "Area" means an area within a Parcel or a Building to which special rights, obligations
or allocation formulas may apply. For example, if a Building on a Parcel is subdivided into either a
residential vertical airspace Parcel or Residential Condominiums and either a retail vertical airspace
Parcel or Retail Condominiums, the Residential Parcel or Residential Condominium(s) shall be an Area
and the Retail Parcel or Retail Condominium(s)shall be an Area.
1.11 "Area Representative" means the individual appointed or elected by the Owners or
Subassociation for an Area to serve as a director on the Association's Board and otherwise represent and
exercise the rights of Members of the Association.
1.12 "Assessment" or "Assessments" means the assessments which are levied to cover
the Common Expenses under Article 6 or other Assessments permitted to be levied by the Association
under this Declaration and the other Governing Documents, which include the Assessments described
below.
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1.12.1 "Compliance Assessments" means the Compliance Assessments that are
levied by the Association pursuant to Section 6.6.
1.12.2 "Regular Assessments" means the Regular Assessments that are levied by the
Association pursuant to Section 6.3.
1.12.3 "Special Assessments" means the Special Assessments that are levied by the
Association pursuant to Section 6.4.
1.12.4 "Special Benefit Area Assessments" means the Special Benefit Area
Assessments that may be levied pursuant to Section 6.5.
1.13 "Assessed Areas"means an Area or portion of an Area for which Assessments have
commenced as provided in Article 6.
1.14 "Assessment Commencement Date"has the meaning set forth in Section 6.3.
1.15 "Association" means the Westlake Entrada Owners Association, a Texas non-profit
corporation, or any successor entity charged with the duties, obligations and powers of the Association.
1.16 "Association Access Roads" means any Private Streets owned by the Association
depicted on the Site Plan as Association Access Roads and any other Association Access Roads
described in a Supplemental Declaration.
1.17 "Association Articles" means the Articles of Incorporation of the Association as they
may from time to time be amended,filed in the Office of the Secretary of State for the State of Texas.
1.18 "Association Board" means the Board of Directors of the Association, which shall be
comprised of the Area Representative of each Area elected or appointed by Owners or the members of
the Subassociation, as applicable, of each Area within Westlake Entrada, subject to Declarant's rights as
a Class C Member.
1.19 "Association Bylaws" means the Bylaws of the Association adopted by the
Association as they may from time to time be amended or supplemented.
1.20 "Association Landscape Areas" means the landscape areas, including, without
limitation, any landscaping, planters, retaining walls, irrigation systems and other landscape
improvements located within the Association Maintenance Areas, including, without limitation, those
located within the Front Yard Area of any Parcel within the Covered Property. The Association
Landscape Areas may be (but still not be required to be)designated in a Supplemental Declaration. The
Retaining Walls that are part of the Association Landscape Areas are further described and/or depicted
on Exhibit"A-4" attached hereto and incorporated herein by reference. Notwithstanding anything to the
contrary contained herein, upon the Town's assumption of maintenance obligations with respect to any of
the Association Landscape Areas(including, without limitation, any Retaining Walls that are part thereof),
such Association Landscape Areas then being maintained by the Town shall be automatically removed
from the Association Maintained Areas for purposes of this Declaration, unless and until the Town ceases
its maintenance thereof, whereupon such areas and improvements shall be reincorporated into
Association Maintained Areas hereunder.
1.21 "Association Maintenance Areas" means the areas to be maintained by the
Association within the Covered Property for the non-exclusive use and benefit of all of the Owners and
Parcels and Condominiums including, without limitation, (a)the Association Access Roads, (b)the
Pedestrian Access Areas, (c)Association Landscape Areas, (d) the Monument Signs described on
Exhibit "A-1" attached hereto and any additional Monument Signs which may subsequently be included
within the Association Maintained Areas pursuant to the terms of this Declaration, (e)any other
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005782\00003\1 39756 2.12
Association Property; (f)the PID Improvements (including the "Plaza Mayor,"the "Farmer's Market", the
"Ricardo Bridge", and the "Retail Harbor"), (g)the Shared Private Stormwater System, (h)the Shared
Private Sewer System, (i)the Westlake Entrada Signage; and (i)any other areas designated in a
Supplemental Declaration, on a Plat Map or by a separate instrument of record as Association
Maintenance Areas or areas to be maintained by the Association (whether or not title is held by the
Association).
1.22 "Association Maintenance Manual" means the maintenance manual which may be
provided by Declarant or its consultants to the Association which sets forth the Community Standards and
obligations and schedules for the maintenance and preservation of the Improvements situated within the
Association Property and/or the Association Maintenance Areas (which may include, without limitation,
the PID Improvements) by the Association, as updated and amended from time to time by the Declarant
or the Board, pursuant to the terms of the Governing Documents. The Association Maintenance Manual
requires the review and approval of the Town Manager and shall include , procedures and policies as
they apply to any public streets that are part of the Association Maintained Areas or Private Streets to be
maintained by the Association. In any event, the Association Maintenance Manual shall include at
minimum the 30-Year Replacement Schedule for Streets attached hereto as Exhibit "H" and
incorporated herein by reference.
1.23 "Association Property" means the Monument, Signs at the locations depicted on
Exhibit "A-1" attached hereto and incorporated herein by reference,"and the real property owned in fee
title by the Association (or subsequently conveyed by Declarant to the Association to be held as
Association Property) and any other real property depicted as Association Property in a Supplemental
Declaration from time to time, which may include, without limitation, certain Private Streets and
Pedestrian Access Areas. Notwithstanding anything to the contrary contained herein, the "Teatro
Merida", the "Bell Tower", and the "Wedding Chapel," as shown on the Site Plan shall each be a
Commercial Area, and shall in no event be part of the Association Property.
1.24 "Association Rules" means the rules of the Association adopted by the Association
as amended or supplemented from time to time.
1.25 "Board"means the Board of Directors of the Association.
1.26 "Building" or "Buildings" means individually or collectively, as the context requires,
the building or buildings situated on a Parcel, which may include a mixed use building (e.g., Residences
and Retail Areas)with multiple uses.
1.27 "Building Exteriors" means exterior walls, parking areas, roofs and equipment and
other portions of any Buildings, Residences and other Improvements (including landscaping and
hardscaping)located within the Covered Property that are visible within Westlake Entrada.
1.28 "Building Portion" means (a)the separate areas of a Building that have been
depicted on a Condominium Plan as a three-dimensional division of the Building within which
Condominiums are located or (b)any Parcels created under a Plat Map which creates a vertical
subdivision for a Building.
1.29 "Claims" means all claims, actions, demands, liabilities, damages, costs, penalties,
forfeitures, losses and/or expenses, including,without limitation, reasonable attorneys'fees and costs and
the costs and expenses of enforcing any indemnification, defense or hold harmless obligations under this
Declaration or the other Governing Documents.
1.30 "Commercial Area" means a Retail Area, Office Area, or any other Area primarily
used for commercial purposes, including without limitation, hospitality purposes and any other Area which
is not a Residential Area and the "Teatro Merida", "Bell Tower" and "Wedding Chapel", as shown on the
Site Plan.
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1.31 "Commercial Owner" means a Retail Owner, Office Owner, or any other Owner of an
Area or Building primarily used for non-residential purposes.
1.32 "Common Expenses" means the following costs and expenses to the extent actually
incurred by the Association associated with the maintenance, operation, governance and other services
relating to the Covered Property required to be provided hereunder by the Association including, without
limitation,the following:
1.32.1 expenses incurred for the maintenance, management, operation, repair and
replacement of the Association Maintenance Areas, and all other areas and facilities which are required
to be maintained by the Association or for which services are required to be provided by the Association;
1.32.2 expenses incurred in performing the duties and obligations of the Association set
forth in this Declaration and the Governing Documents;
1.32.3 expenses incurred in maintaining any Special Benefit Areas or providing any
Special Benefit Services, which expenses shall be included in a Special Benefit Area Budget;
1.32.4 expenses incurred in complying with the Community Entitlements and Applicable
Laws;
1.32.5 expenses incurred in administering any committees formed by the Association;
1.32.6 expenses incurred to cover due but unpaid Assessments and to enforce the
collection of such Assessments;
1.32.7 expenses of management and administration of the Association, including,
compensation actually paid by the Association to third party managers, accountants, attorneys, architects,
employees and consultants;
1.32.8 expenses incurred in maintaining the legal status and qualifications of the
Association as an entity in good standing and qualified to-do business in the State of Texas;
1.32.9 expenses incurred for attractions, promotional events, and decorations and
seasonal displays if sponsored by the Association;
1.32.10 expenses of any inspections required or deemed appropriate by the Association
(e.g. inspections of the Shared Stormwater Drainage Facilities or Shared Private Sewer Lines);
1.32.11 expenses of operating and maintaining any Shared Utility Facilities, trash pickup
and disposal, landscaping, patrols and other services benefiting Westlake Entrada to the extent such
services are obtained and paid for by the Association;
1.32.12 expenses, if any, required for the maintenance of (i) any areas required by any
Governmental Agency to be maintained by the Association, or (ii) any Association Property and/or PID
Improvements, (iii) Association Maintenance Areas in accordance with this Declaration and the PID
Maintenance Agreement, or(iv)Offsite Maintenance Areas required to be maintained by the Association,
or for which the Association has agreed to contribute to the maintenance costs thereof, pursuant to that
certain "Amended and Restated Cost Sharing and Reciprocal Easement Agreement" (herein so
called) dated , 2017, recorded as in the Real
Property Records of Tarrant County,Texas.
1.32.13 expenses of insurance and bonds maintained by the Association;
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1.32.14 reasonable reserves as deemed appropriate by the Association or otherwise
required to be maintained under the Governing Documents or Applicable Laws;
1.32.15 taxes and assessments incurred by the Association, including, without limitation
any taxes payable in connection with any reserves of the Association;
1.32.16 expenses incurred by the Association for the discharge of any lien or
encumbrance levied against all or any portion of the Association Property or Association Maintenance
Areas; and
1.32.17 expenses of any other services or items designated by, or in accordance with
other expenses incurred by the Association in connection with the operation, maintenance and/or
governance of Westlake Entrada or to discharge any obligations imposed on the Association under the
Governing Documents.
To the extent such Common Expenses are for the benefit of a Special Benefit Area and are included in a
Special Benefit Area, such Common Expenses attributable to the Special Benefit Area Services will be
allocated to the Owners within the Special Benefit Area.
1.33 "Community Entitlements" means the Zoning Ordinance#703 as amended, and any
other entitlements, including but not limited to Ordinance #720, #759, #760 and Resolution 13-34,
permits, requirements, regulations and authorizations relating to the Covered Property and any conditions
or requirements imposed from time to time by the Town or other Governmental Agencies as such
Community Entitlements may be amended or supplemented from time to time.
1.34 "Community Standards" means the higher of the following standards: (a)the
standards established by the Town in the Community Entitlements for the operation and maintenance of
Westlake Entrada, (b)the standards and quality required to maintain, repair and restore the Association
Maintenance Areas and any other applicable portions of the Covered Property to the condition that
existed as of the date the Buildings, Residences and other Improvements within an Area were first
completed, or (c)a first class/best of class standard comparable to other mixed use communities in the
Westlake, Texas area.
1.35 ."Condominium" means a condominium within the Covered Property established
pursuant to the applicable laws of the State of Texas.
1.36 "County"means the County of Tarrant.
1.37 "Covered Property" means all the real property described on Exhibit"A" attached
hereto and all Improvements thereon, together with any Annexable Property if, as and when all or a
portion of such Annexable Property shall become subject to this Declaration by annexation. In the event
of the de-annexation of any Covered Property previously subject to this Declaration, the term "Covered
Property"shall not be deemed to include any such de-annexed land.
1.38 "CPI Index" means the Consumer Price Index, All Items, 1982-1984=100, All Urban
Consumers, for the Tarrant County, Texas Area, as published by the United States Department of Labor,
Bureau of Labor Statistics, or its successor index.
1.39 "Declarant" means MRW Investors, LLC, a Texas limited liability company ("MRW
Investors "). Declarant is not the Owner of any portion of the Covered Property, but has been delegated
by the Owners of the Covered Property all power, right and authority to act on its behalf. Declarant shall
include those successors and assigns of MRW Investors who acquire or hold title to any portion or all of
the Property or are assigned the rights of Declarant hereunder, for purposes of development and are
expressly named as a successor Declarant to all or a portion of Declarant's rights in an Assignment of
Declarant's Rights ("Assignment of Declarant's Rights") executed by the Declarant, or a successor
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Declarant, and recorded in the Official Records assigning the rights and duties of Declarant to such
successor Declarant, with such successor Declarant accepting and assuming the assignment of such
rights and duties. Any such assignment may be subject to such conditions or limitations as Declarant
may impose in its sole and absolute discretion. A successor Declarant shall also be deemed to include
the beneficiary under any deed of trust securing an obligation from a then existing Declarant encumbering
all or any portion of the Property, which beneficiary has acquired any such property by foreclosure, power
of sale or deed in lieu of such foreclosure or sale and a Person who acquires Declarant or substantially all
of its assets, or who merges with Declarant by sale, merger, reverse merger, consolidation sale of stocks
or assets, operation of law or otherwise.
1.40 "Declarant Party"means the current and future Affiliates of Declarant.
1.41 "Declarant's Rights Termination Date" means the date which is the earlier to occur
of (a)the date that Declarant voluntarily terminates its Class B and Class C Membership, which
termination shall be evidenced in the records of Association or by recording a written notice of such
termination in the Official Records or(b)December 31,2090.
1.42 "Design Guidelines" means the design standards, guidelines and procedures
established by the Declarant and adopted by the Board in accordance with Section 8.4. Initially the
Design Guidelines shall be the design standards, guidelines and procedures established by the Zoning
Ordinance#760, adopted on 12/14/15 by the Town Council; provided that the Association may establish
additional or more restrictive design standards, guidelines and procedures than set forth in the Zoning
Ordinance in accordance with the terms of this Declaration; provided further that in no way shall the
Design Guidelines violate any restrictions, requirements or other terms of the Zoning Ordinance.
1.43 "Design Review Committee" means the Design Review Committee which may be
formed in accordance with the provisions of this Article 8 of this Declaration which will govern and
administer the design and signage review process for Westlake Entrada.
1.44 "Director"means any director on the Board of Directors of the Association, which shall
be the Area Representative elected or appointed for an Area.
1.45 "Eligible Mortgage Holder" means any First Mortgagee who has given written notice
to the Association specifying its name, address and the Parcel or Condominium Area encumbered by the
Mortgage and requesting written notice of certain events specified in this Declaration.
1.46 "Emergency" means any situation, condition or event which threatens imminent
damage or injury to the Covered Property or any portion of the Covered Property.
1.47 "Exterior Facades" means the exterior facade and architectural features of any
Building or Residences within Westlake Entrada.
1.48 "First Mortgage"means a Mortgage which has priority under the recording statutes of
the State of Texas over all other Mortgages encumbering the applicable Parcel or Area.
1.49 "First Mortgagee"means the Mortgagee of a First Mortgage.
1.50 "Fiscal Year" means the fiscal accounting and reporting period of the Association
selected by the Board.
1.51 "Front Yard Area" shall have the meaning ascribed to such term in Section 4.3.1(f)
hereof.
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1.52 "Gas Well Pad Site" means that certain land which is located within or adjacent to the
Covered Property on which a gas well is or may be located, which Gas Well Pad Site is further
described and/or depicted on Exhibit"G"attached hereto and incorporated herein by reference.
1.53 "Governing Documents" means, collectively, this Declaration, the Articles, the
Bylaws,the Association Rules,the Design Guidelines and any Supplemental Declarations.
1.54 "Governmental Agency"means the Town,the County,the PID and any other federal,
state, county, city or local governmental entity or quasi-governmental entity or body or any departmental
agency thereof (including without limitation utility companies) exercising jurisdiction over a particular
subject matter for any portion of the Covered Property.
1.55 "Governmental Requirements" means all Applicable Laws and any other rules,
regulations, orders, ordinances, subdivision requirements, zoning restrictions, map conditions, and all
other applicable requirements (including all requirements to have or to obtain permits) of any
Governmental Agencies and/or imposed under the Community Entitlements.
1.56 "Guest Builder" means a Person designated by Declarant as a Guest Builder in a
recorded document who acquires a portion of the Covered Property for the purpose of (a)developing
such portion of the Covered Property for resale to the general public, (b)developing any commercial,
retail, hospitality or other business operation on the Covered Property, or(c)are otherwise designated as
a Guest Builder by Declarant in a Supplemental Declaration or other recorded document. Upon issuance
of a certificate of occupancy or its equivalent by a Governmental Agency for a Building within the
Commercial Area, the Owner of the building ceases to be a Guest Builder for purposes of that Building.
The term "Guest Builder"does not include Declarant.
1.57 "Hazardous Materials" means any biologically or chemically active, or toxic or
hazardous waste or materials as defined or regulated by Applicable Laws. Without limitation, "Hazardous
Materials" shall include those described in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq.; the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Section 6901 et seq.; any applicable state, local or federal laws,
and the regulations adapted under any such Applicable Laws.
1.58 "Improvements" means any or all, as the context requires, of the improvements
constructed on a Parcel from time to time, including without limitation the Buildings and Residences, any
outdoor eating areas, stormwater drainage facilities, the walkways, parkways, landscaped and
hardscaped areas, irrigation systems, improvements constructed or installed above or below ground,
including, without limitation, all Buildings, parking areas and structures, roadways, walkways, curbs,
gutters,. sewer laterals, all types of walls and fences, paint on all exterior surfaces, poles, signs, exterior
lighting and light standards, antennae, Exterior Facades on all Buildings and Residences, plazas,
planters, awnings, stairways, railings, ramps, Utility Facilities, pipes and conduits and any replacements,
additions, repairs or alterations thereto of any kind whatsoever. The Design Guidelines may identify
additional items that are Improvements which require approval of the Reviewing Party under Article 8
and the Design Guidelines.
1.59 'Individual Interests" means any Condominium or Parcel which is governed by a
Subassociation.
1.60 'Individual Interest Declaration" means any declaration of covenants, conditions and
restrictions which encumbers an Area within the Property and which establishes a Subassociation.
1.61 'Individual Interest Governing Documents" means an Individual Interest Declaration
and any bylaws, articles of incorporation, rules, architectural guidelines, supplemental declarations and
other governing instruments of an Individual Interest.
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1.62 'Individual Interest Owner"means the fee title owner of an Individual Interest.
1.63 'Institutional Mortgagee" means a First Mortgagee that is (a)a bank, savings and
loan association, insurance or mortgage company or other entity or institution chartered under federal
and/or state law; (b)an insurer or governmental guarantor of a First Mortgage; or(c)any federal or state
agency.
1.64 "Lease" means any lease, sublease, license or other agreement whereby a Person
acquires rights to use or occupy any portion of a Building or Residence for a specified term.
1.65 "Lessee" means any tenant or lessee occupying a Building or Residence or a portion
of a Building pursuant to a written lease.
1.66 "Maintenance Obligations" means the maintenance obligations imposed upon the
Owners and the Association under Article 4 of this Declaration and/or the Community Entitlements.
1.67 "Member" means each Owner of a Parcel or Condominium, except that for any Parcel
or Condominium for which a Subassociation has been formed, the Member shall be the Individual Interest
and not the Individual Interest Owners.
1.68 "Mixed Use Building"means any Building containing more than one primary use.
1.69 "Mortgage" means each mortgagee under a mortgage and each beneficiary under a
deed of trust.
1.70 "Mortgagee" means the holder of a Mortgage, including, without limitation, a
beneficiary under a deed of trust.
1.71 "Occupant" means each Lessee and any other Person entitled to occupy from time to
time all or a portion of a Parcel or Condominium, whether pursuant to ownership, lease, sublease,
license, concession or other similar agreement.
1.72 "Office _Area" means a Building or a portion of a Building or Parcel (which may be a
Condominium)used primarily for office purposes.
1.73 "Office Owner"means the Owner of any Office Area.
1.74 "Official Records" means the official public records of the County Recorder of the
County.
1.75 "Offsite Maintenance Areas" means any real property or facilities located outside of
Westlake Entrada, if any, which the Association is obligated to maintain, or contribute to the cost of
maintenance of, designated as an Offsite Maintenance Area herein or in a Supplemental Declaration.
The property described on Exhibit"E" attached hereto is hereby designated as an Offsite Maintenance
Area to be maintained pursuant to the Amended and Restated Cost Sharing and Reciprocal Easement
Agreement.
1.76 "Outdoor Dining Areas" means any areas with dining tables and chairs for the use of
the customers of any Retail Owner or other Commercial Owner, and its Occupants for outdoor dining or
other related purposes from time to time used in connection with the operation of any restaurants or other
food-serving establishments.
1.77 "Owner" means the record owner from time to time, whether one (1)or more Persons,
of fee simple title to any Parcel or Condominium. "Owner" shall exclude those Persons merely having a
security interest in a Parcel or Condominium, unless and until such Person acquires fee title thereto. In
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the event a Parcel is divided into one or more separate legal lots, each of such separate legal lots shall
thereafter be considered to be a "Parcel" and the Owner of each such legal lot shall be an "Owner." In
the event a Parcel is divided into one or more Condominiums, each of the Owners of such Condominiums
shall be an "Owner." However, for any Individual Interests, unless the context other requires, or as
otherwise specified in a Supplemental Declaration, any reference herein to Owner means the
Subassociation and not the Individual Interest Owners.
1.78 "Parcel" or "Parcels" means individually or collectively, as the context requires, any
parcels or lots within the Covered Property depicted on a Plat Map.
1.79 "Pedestrian Access Areas" means the portions of the Parcels consisting of
walkways, passageways, trails and paseos (including any bicycle paths) which are to be used for the
accommodation and passage of pedestrians. Notwithstanding such depictions on the Site Plan, the
Pedestrian Access Areas means the areas wherever such walkways and passageway may be located
from time to time and shall be subject to the rights of the Owners to use such areas for its Outdoor Dining
Areas as described in Section 2.10.4.
1.80 "Permitted Users" means all Occupants and any Person whose presence within the
Project is approved by or is at the request of the Owner or Lessee of such Parcel or Condominium,
including, without limitation, the respective employees, agents, contractors, customers, family, guests,
invitees, licensees and concessionaires of such Persons as Owner or Lessee.
1.81 "Person" means a natural individual or any legal entity recognized under Texas law.
When the word "person"is not capitalized,the word refers only to natural persons.
1.82 "PID Improvements" means and refers to that certain real property and/or
improvements thereon owned by the Town and designated by applicable ordinance or other Town
resolution (which includes, without limitation, any service and assessment plan adopted by the Town) as
improvements to be constructed and/or maintained by the PID, which includes, without limitation, the
plaza, park and gathering areas commonly referred to and referred to on the Site Plan as the "Plaza
Mayor," the "Farmer's Market", the "Ricardo Bridge", the "Retail Harbor", landscape buffers around the
perimeter of the Covered Property and Parcels located therein, lakes and park areas located within the
Covered Property, and certain public streets and roadways and Pedestrian Access Areas and other areas
now or hereafter designated by the City as PID Improvements. The initial PID Improvements are further
described and/or depicted on Exhibit"A-2"attached hereto and incorporated herein by reference.
1.83 "PID Maintenance Agreement" means that certain Management and Improvement
Services Agreement dated March , 2017, by and between the Association and the Town, a the form
of which is attached hereto as Exhibit"F."
1.84 "Plat Map" means any parcel map, subdivision map, parcel map waiver, lot line
adjustment or any other subdivision of a Parcel in conformance with Applicable Laws which creates or
adjusts the boundaries of any Parcel.
1.85 "Private Streets" means those streets, roads, drives, and/or alleys and lighting
Improvements and other corresponding infrastructure, if any, which are owned or maintained by the
Association, as further described and/or depicted on Exhibit "A-3" attached hereto and incorporated
herein by reference.
1.86 "Public Improvement District or "PID" means and refers to the Solana Public
Improvement District No. 1.
1.87 "Residence" means a residential dwelling unit, including a Condominium located
within the Covered Property.
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1.88 "Residential Area" means any Area within the Covered Property with "for-sale"or "for
rent" Residences, including any portions of any Mixed Use Buildings used primarily for residential
purposes.
1.89 "Retail Area" means a Building or a portion of a Building or Parcel (which may be a
Condominium)used primarily for retail purposes.
1.90 "Retail Owner"means the Owner of any Retail Area.
1.91 "Reviewing Party"has the meaning set forth in Section 8.2.
1.92 "Shared Point of Connection" means the point where any sewer lines or storm drain
lines connect to and transport flow into a Shared Private Sewer Line or Shared Stormwater Drainage
Facilities.
1.93 "Shared Private Sewer System"means any private sewer lines that are not owned or
maintained by the City(directly or as PID Improvements) serving more than one(1) Parcel including any
Shared Private Sewer System located within the Association Access Roads or any other portion of a
Parcel from the Shared Point of Connection to any public street.
1.94 "Shared Private Stormwater Systems" means any detention basins and all
structures, pipes, inlets, manholes, connectors and other equipment which are part of the shared
stormwater collection and discharge system for Westlake Entrada that are not owned or maintained by
the City (directly or as PID Improvements), including the portions of the Shared Private Stormwater
System located within Association Access Roads, and any portions of a Parcel from the Shared Point of
Connection to any public drainage facilities.
1.95 "Shared Telecommunication Systems"means any common telecommunication lines
and similar facilities which are not maintained by a telecommunication or other utility provider.
1.96 "Sign Panel Beneficiary" means an Owner or Occupant who has been assigned the
right to place a Sign Panel on any Monument Sign by Declarant pursuant to Section 2.4.4.
1.97 "Sign Panels" means each sign panel on the Monument Signs.
1.98 'RESERVED"
1.99 "Site Plan"or"Site Plans"means the Site Plan attached hereto as Exhibit"C"which
is included solely as a pictorial illustration of the approximate, current and potential future locations of
certain areas within Westlake Entrada.
1.100 "Special Benefit Area" means the portions of the Covered Property which may
directly receive a special benefit from the Association (which benefit may be in the form of amenities
provided or maintenance or other services offered)and for which additional Assessments will be imposed
on the Owners within the applicable Special Benefit Areas pursuant to the provisions of this Declaration
or any Supplemental Declaration.
1.101 "Special Benefit Area Budget' means any Budget or supplement to the Annual
Budget which sets forth the Common Expenses for any Special Benefit Area Services provided to a
Special Benefit Area.
1.102 "Special Benefit Area Services" means those services and activities provided by the
Association to a Special Benefit Area, including services provided by the Association that are specified in
a Supplemental Declaration as Special Benefit Areas Services.
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1.103 "Square Feet" or "Square Footage" means the floor area of a Building which is the
fully enclosed space that is available for the exclusive use of an Occupant of the Building for the
Occupant's personnel, materials, furniture, fixtures, and equipment and operation of the Occupant's
business thereon, areas (including outdoor seating areas with sliding or removable enclosures) as
determined by Declarant for the purpose of calculating the Allocable Assessment Share to a Building or
Buildings located on a Parcel, which determination shall be binding as provided in this Declaration.
References to "Square Feet" or"Square Footage" also includes any variation of such term (e.g., Square
Foot, Square Footage, etc.). In determining the Square Footage of a Building, Declarant shall be entitled
to rely upon its own calculations of Square Footage undertaken in good faith and with due care based
upon a recognized method of measurement. which may or may not be consistent with the measurements
of rentable or usable measurements which are used for other purposes (such as BOMA measurements)
or the square footage designated for development within a Parcel under the Community Entitlements.
1.104 "Subassociation" means any owners association formed to govern Individual
Interests on an Area or Parcel.
1.105 "Supplemental Declaration(s)" means those certain declarations of covenants,
conditions and restrictions, or similar instruments, which may be recorded pursuant to this Declaration,
without the consent of any Owner, by Declarant or which may be recorded by the Association (with the
prior written consent of Declarant until the Declarant's Rights Termination Date) to do any or all of the
following: (a)annex all or a portion of the Annexable Property and in connection with such annexation,
impose additional covenants and restrictions or make such other complementary additions and/or
modifications necessary to reflect the different character of the real property to be annexed, (b) designate
Special Benefit Areas and Special Benefit Areas Services, (c) identify Association Maintenance Areas to
be maintained by the Association, including any Offsite Maintenance Area, (d)conform this Declaration or
any previously recorded Supplemental Declarations to Applicable Laws or any Governmental Agency or
other Governmental Requirements or the requirements of any Institutional Mortgagee, (e)comply with
any requirements of any government finance programs such as FNMA, FHA or VA or as may be required
by a title insurance company insuring fee title to a Residence within the Covered Property, (f)supplement
or correct any of the exhibits to this Declaration or any previously recorded Supplemental Declarations,
(g)designate any Allocable Assessment Shares for any Areas which are being annexed to this
Declaration, (h)make corrections to the provisions of this Declaration or any previously recorded
Supplemental Declaration(s) and/or (i)for any of the other purposes for which a Supplemental
Declaration may be recorded under this Declaration. -
1.106 "Telecommunications Facilities" means systems, equipment, Improvements, wiring
and services for cable television, communications, telecommunications, fiber optics, antenna, high-speed
data, telephone and all related intranet, internet, information transfer, transmission, video and other
similar services and any technological evolutions of the foregoing.
1.107 "Town"means the Town of Westlake,Texas.
1.108 "Utility Facilities" means all utility, communication, heating and ventilation and other
similar facilities including, without limitation, intake and exhaust systems, any back flow preventers, and
utility services, natural gas systems, electrical systems, fire life safety systems, Telecommunication
Facilities, emergency generators, central utility services and all other utility systems, conduits, cabling and
facilities servicing Westlake Entrada which are situated in, on, over and under, or located within Westlake
Entrada.
1.108.1 "Separate Utility Facilities" means Utility Facilities solely serving a Parcel or
Condominium and any Utility Facilities from the point where the Utility Facilities breaks off from the
Shared Utility Facilities to solely serve a single Parcel or Condominium.
1.108.2"Shared Utility Facilities" means all Utility Facilities serving the Maintenance
Areas or that service more than one Parcel or Condominium.
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1.109 "Voting Power" means the votes attributable to the Members as provided under
Article 5.
1.110 "Westlake Entrada" means all of the Covered Property and the Improvements
situated thereon.
1.112 "Westlake Entrada— Bell Tower"or"Bell Tower" means the open space, bell tower
and plaza area depicted on the Site Plan as the Bell Tower.
1.113 "Westlake Entrada—Farmers' Market"or"Farmer's Market" means the open space
and market area depicted on the Site Plan as the Farmer's Market.
1.114 "Westlake Entrada Monument Signs" or "Monument Signs" means any monument
sign displaying the name of multiple Occupants included within the Westlake Entrada Signage, the
structure of which may be designated by Declarant in writing to be maintained by the Association and
included within the Association Maintenance Areas. Any Monument Signs within an Owner's Parcel shall
be owned and maintained by Declarant unless (i) otherwise specifically designated by Declarant as part
of the Association Maintained Areas by Supplemental Declaration, Plat Map or other recorded instrument,
or(ii) assigned and conveyed (together with appurtenant easement rights, if applicable) by the Declarant
to an Owner by Supplemental Declaration, Plat Map or other recorded instrument (which may not
necessarily be the Owner of the Parcel on which the Nonument Sign is located). All Monument Signs
must comply with the Design Guidelines found on p.64 of the Design Manual attached to Ordinance#760
approved by Town Council on 12/14/15.
1.115 "Westlake Entrada — Plaza Mayor" or "Plaza Mayor" means the open space and
plaza area depicted on the Site Plan as the Plaza Mayor.
1.116 "Westlake Entrada — Retail Harbor" or "Retail Harbor" means the harbor area and
related infrastructure and improvements depicted on the Site Plan as the Retail Harbor.
1.117 "Westlake Entrada'_— Ricardo Bridge" or "Ricardo Bridge" means the bridge and
related infrastructure and improvements depicted on the Site Plan as the Ricardo Bridge.
1.118 "Westlake Entrada Signage" means the Westlake Entrada Monument Signs and
other signs which may be generally depicted on the Site Plan or any Supplemental Declaration as the
Westlake Entrada Signage to be maintained by the Association and any other way finding signs
maintained by the Association.
1.119 "Westlake Entrada Signage Program" means any signage program which may be
adopted by the Association or included within the Design Guidelines.
1.120 "Westlake Entrada — Teatro Merida" or "Teatro Merida" means the open space,
amphitheater, and related improvements and facilities depicted on the Site Plan as the Teatro Merida.
1.121 "Westlake Entrada—Wedding Chapel"or"Wedding Chapel"means the chapel and
related improvements depicted on the Site Plan as the Chapel.
1.122 "Work" or "Construction Work" means the initial construction of any Improvements,
and any subsequent construction, alteration, repair, restoration, rebuilding, demolition, removal and
razing within the Covered Property. Unless otherwise provided for herein, "Work" and "Construction"
shall not include any construction that takes place entirely within a Building (such as tenant
improvements).
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1.123 "Zoning Ordinance" means the zoning and entitlement related Ordinances including
Ordinance No. 703 adopted by the Town on April 22, 2013, as modified and/or amended from time to
time, including Ordinance#720,#759,#760 and Resolution 13-34.
ARTICLE 2
OWNERSHIP AND CREATION OF EASEMENTS
Westlake Entrada is a mixed use center which may have a variety of uses including residential,
retail, office, age-restricted independent living unit, hospitality, hotel, civic and other uses. This Article
describes the easements necessary for the Association to exercise its rights and obligations under the
Governing Documents, the easements necessary for Declarant to implement the development plan and
marketing for Westlake Entrada and the easements necessary for the Owners and Individual Interest
Owners to exercise their rights and participate and enjoy the overall features and amenities of Westlake
Entrada intended for their use. The rights of use within the Covered Property are limited by some of the
property rights which are described in this Article.
2.1 Ownership and Easements. Ownership of a Parcel shall include certain easements
appurtenant to such Parcel as described in this Declaration. Each of the easements reserved or granted
in this Declaration shall be deemed established upon recordation of this Declaration, and shall thereafter
be deemed to be covenants running with the land for the use-and benefit of the Owners,.the Association
and the Covered Property.
2.2 Limitations. All of the easements and licenses described in this Article 2 are subject
to the limitations set forth in Section 2.10 and to all other provisions of this Declaration and the other
Governing Documents.
2.3 Defined Terms Relating to Easements. As used in this Article 2, references to
"Grantor" shall mean the Owner granting the easement hereunder and references to "Grantee" shall
mean the recipient of the easement. Reference to "Burdened Parcel' shall mean the Parcel on or over
which the easement has been granted and references to "Benefitted Parcel" shall mean the Parcel to
which the easement is appurtenant. The easement rights of an Individual Interest Owner are received
through such Individual Interest Owner's membership in the applicable Subassociation.
2.4 Access Use and Circulation Easements.
2.4.1 Easements Over Association Access Roads. Declarant hereby reserves for
its benefit and grants to the Owners a non-exclusive easement for vehicular and pedestrian ingress and
egress on, over, through and across Association Access Roads, except during any periods of time which
access may be restricted by the Association.
2.4.2 Non-Exclusive Easement for Association Property and Association
Maintenance Areas. Declarant hereby reserves for its benefit and grants to the Owners a non-exclusive
easement for ingress and egress to the Association Property and Association Maintenance Areas, subject
to the rights of the Association to restrict access to areas for health and safety reasons or in connection
with any maintenance, repair and replacement performed by the Association or as part of any promotions
or events sponsored by or approved by the Association.
2.4.3 Pedestrian Easement Access. Declarant hereby reserves for its benefit and
grants to the Association and the Owners a non-exclusive easement for ingress and egress on, over,
through and across the Pedestrian Access Areas, which easements include the right of access for
bicycles and other non-motorized forms of transportation.
2.4.4 Signs. Declarant hereby reserves for its benefit and grants to any Owner who is
a Sign Panel Beneficiary and its Occupants, an easement on, over, through and across the portions of
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the Association Property and/or Association Maintenance Areas reasonably necessary to maintain, repair
and replace the name of an Occupant who has been granted the right to place its name on any Westlake
Entrada Monument Signs. As used herein,a"Sign Panel Beneficiary"means any Person who has been
assigned the right to place a sign panel on the Westlake Entrada Monument Signs by Declarant or after
the Declarant's Rights Termination Date, the Association. The Declarant or the Association may charge a
fee for the rights granted to a Sign Panel Beneficiary pursuant to a separate agreement between such
Sign Panel Beneficiary and Declarant or the Association.
2.4.5 Other Easements. Nothing in this Declaration shall be deemed to limit the right
of the Association or the Declarant to grant or reserve any additional easements over any portion of the
Association Maintenance Areas for such purposes as the Association or Declarant may deem appropriate
in connection with the development of Westlake Entrada, or as may be required by any Governmental
Agencies. No easement may conflict with the recorded easements of the Town.
2.5 Utility Facilities Easements.
2.5.1 Utility Facilities. Declarant reserves and grants to the Association and each
Owner a nonexclusive easement in, to, over, under and across the Association Access Roads as
reasonably necessary or appropriate for the operation, use, maintenance, repair, relocation and removal
of Separate Utility Facilities installed in connection with the original construction of a Parcel or the
applicable Association Access Roads and to the extent the Association, and Owners have the
responsibility for maintenance, the Shared Utility Facilities serving each Grantee's respective Parcels
subject to the provisions set forth below.
2.5.2 Location of Utility Easements. Except as installed by Declarant or otherwise
approved by the Declarant, until the Declarant's Rights Termination Date and thereafter approved by the
Reviewing Party, pursuant to Article 8, all Utility Facilities shall (to the extent practical or otherwise
approved by Declarant or the Reviewing Party) be installed either underground or enclosed within a
Building. The construction of any Utility Facilities shall be subject to the conditions set forth below. The
Grantor of any such utility easements shall have the right to use the surface of the easement for any
purpose not inconsistent with the Grantee's authorized use hereunder.
2.5.3 Use and Connections. The Grantees and the Association shall reasonably
cooperate with one another to permit the maintenance, repair and replacement of Utility Facilities
permitted under this Declaration, which shall be subject to the terms of the Governing Documents. Any
such Utilities shall (a)be constructed, installed, maintained, replaced and repaired so as not to interfere
unduly with the use (including business operations) of any Parcel, (b) coordinated with the Association
including conditions reasonably imposed by the Association (which conditions may restrict any such work
during certain holiday periods) and (c)shall otherwise conform to the applicable requirements of this
Declaration and Governing Documents. If required by the Town or a utility service provider in connection
with providing utility service to a Benefitted Parcel, each Grantor agrees, at the request of the Grantee, to
grant a utility easement(in a form reasonably satisfactory to the Grantor)over the Burdened Parcel to the
Grantees or to the Governmental Agencies or such utility service provider, as the case may be, for the
purposes contained in this Section 2.5.
2.5.4 Maintenance Replacement Repair or Removal of Utility Facilities. Any
maintenance, replacement, repair, or removal of Utility Facilities which is performed on a Grantor's Parcel
shall be performed only after fifteen (15)days prior written notice to the Grantor of the Grantee's intention
to do such Work, except in the case of an Emergency (in which event notice shall be given as soon as
practicable), and shall conform to the requirements set forth in Section 2.5.4 above. Upon completion of
such Work, the Grantee shall restore the Parcel affected by such Work to the same condition as before
the commencement of the Work.
2.5.5 Approval for Installation or Relocation of Utility Facilities. In the event the
Association or any Owner desires to install or relocate Utility Facilities in addition to those initially installed
as part of the original construction of a Building or Residence that require the exercise of easement rights
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on the Parcel of another Owner or otherwise requires approvals under this Section 2.5 ("Utility Work")
the following terms and provisions shall apply. As a condition to the Utility Work, the party requesting to
perform such Utility Work ("Installing Party") shall obtain approval of the party upon whose Parcel the
Installing Party desires to perform such Utility Work ("Granting Party") and shall obtain the approvals
required under Article 8, except that any Utility Work relating to the Shared Private Sewer Lines or
Shared Private Drainage Facilities shall require the consent of the Association and not the Owners and if
the Association is performing the Utility Work in connection with performing its Maintenance Obligations
or exercising any rights under this Declaration, then only notice but not approval from the Granting Party
shall be required. The Installing Party shall give not less than fifteen (15) days' notice to the Granting
Party of the date the Installing Party desires to commence the Utility Work describing (a)the scope of the
Utility Work, (b)the need for such Utility Work, (c)the proposed location for the Utility Work (d)the
anticipated commencement and completion dates for the Utility Work and (e)the contractor performing
the Utility Work. The notice shall also set forth the schedule for the performance of such Utility Work.
Any such Utility Work shall be subject to obtaining the reasonable approval of the Granting Party and the
approvals required under Article 8. Prior to commencing any such Utility Work, the Installing Party shall
provide to the Granting Party a certificate of insurance evidencing that its contractor has obtained the
minimum insurance coverages required under this Declaration. Any Utility Work shall also comply with
the requirements set forth above. Each Installing Party in connection with the Utility Work agrees to
indemnify, protect, defend and hold harmless the Granting Party from and against all Claims
brought thereon, arising from or resulting from performance of the Utility Work, provided
however, the foregoing obligation ghall not apply to Claims based on the negligence or the willful
act or omission of the Granting Party.
2.6 Shared Private Stormwater Systems Easement. Declarant reserves over each
portion of the Covered Property and grants to the Association and each Owner a nonexclusive easement,
in, to and across the portion of every other Parcel for the flow and passage of storm water and drainage
through the Shared Private Stormwater Systems. The Owners shall reasonably cooperate with one
another and with the Association to permit maintenance, inspection, repair and replacement of the
Shared Private Stormwater Systems as may be reasonably necessary to ensure non-exclusive passage
of storm water and drainage through the Shared Private Stormwater Systems. Each party, in exercising
the easement rights herein shall comply with the restrictions set forth in Section 7.1.13 and any other
applicable restrictions in the Governing Documents.
2.7 Shared Private Sewer System Easements. Declarant reserves over each portion of
the Covered Property and grants to the Association and each Owner a nonexclusive easement in, to and
across the portion of every other Parcel for the purposes of connecting into and use of the Shared Private
Sewer System. The Owners shall reasonably cooperate with one another and with the Association to
permit maintenance, inspection, repair and replacement of the Shared Private Sewer System as may be
reasonably necessary. Each party, in exercising the easement rights herein shall comply with the
restrictions set forth in Section 7.1.13 and any other applicable restrictions in the Governing Documents.
2.8 Easements in Favor of Declarant and/or the Association.
2.8.1 General Grant of Easement. Declarant reserves and grants to the Association
a non-exclusive easement for ingress and egress over the Parcels by the Association and its agents,
employees and contractors to the extent reasonably required for performing any maintenance, repair,
replacement and operation of the Association Maintenance Areas and other obligations imposed on the
Association under this Declaration and the other Governing Documents and for exercising its rights under
this Declaration, including without limitation any rights granted to the Association to cure violations of this
Declaration or the other Governing Documents. Nothing contained in this Declaration shall grant to the
Association the right to enter into any Building located on a Parcel.
2.9 Easements in Favor of Declarant.
2.9.1 Easements to Declarant for Annexable Property. Declarant hereby reserves
to itself for its benefit and the benefit of any Guest Builders and Owners within the Annexable Property
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and their Permitted Users and the benefit of any Governmental Agencies a non-exclusive easement over,
upon, through and across the Covered Property for the purpose of reasonable ingress to and egress
from, over and across Association Maintained Areas within the Covered Property, to the Annexable
Property until all of such Annexable Property is annexed to the Covered Property.
2.9.2 Events Services and Concessions. Declarant hereby reserves to itself a non-
exclusive easement over the Association Maintenance Areas and Association Property as may be
necessary to conduct activities, events, programs and provide other services and programs and to grant
concessions. Any revenue generated by Declarant or any assignee to whom such rights have been
granted shall remain solely the revenue of Declarant or its assignee. To the extent the Association
conducts or sponsors such events, then the costs shall be included as a Common Expense (which may
be allocated based upon a General Allocation or a Special Allocation), but the revenue generated
therefrom shall be used to offset such Common Expenses. Declarant shall be entitled to withhold
approval to the granting of any concession or licensing rights if such granting of a concession or licensing
rights would conflict with or impair any license or concession rights reserved or granted by Declarant or
any assignee of Declarant or which may impair or conflict with any rights intended to be granted by
Declarant. Notwithstanding anything to the contrary contained herein, the Declarant's and Association's
rights granted herein to conduct activities, events, programs and provide other services and programs
and to grant concessions within the Association Maintenance Areas and/or Association Property is in all
events subject to Governmental Requirements of the Town and any other applicable Governmental
Agency.
2.9.3 Easements For Telecommunication Facilities. Declarant hereby reserves to
itself, for its benefit and the benefit of any Guest Builders a non-exclusive easements through the areas
beneath the surface of the Association Property,Association Maintenance Areas, and Association Access
Roads for installation, maintenance, repair and replacement of Telecommunication Facilities and
Declarant further reserves to itself any revenue obtained from such Telecommunications Facilities.
Notwithstanding the foregoing or anything to the contrary contained herein, the easement and rights
granted to Declarant and any Guest Builder under this Section 2.9.3 shall not apply to the
telecommunications duct bank owned and to be maintained by the Town, and neither Declarant nor any
Guest Builder shall have any rights;duties or obligations hereby with respect to such telecommunications
duct bank.
2.9.4 Public Use. Declarant hereby_ reserves to itself, and grants to the Association
(a)the right and authority(with the prior consent of the Declarant until the Declarant's Rights Termination
Date) to grant to the Town or other Governmental Agency one or more easements, licenses or other
rights over, upon and across the Association Property and Association Maintenance Areas, or any portion
thereof, and (b)(with the prior consent of the Declarant until the Declarant's Rights Termination Date) to
the public or to other Persons who are not Owners one or more easements, licenses or other rights over,
upon and across one or more Association Property and/or Association Maintenance Areas for such
purposes as Declarant or the Association may deem appropriate.
2.9.5 Westlake Entrada Signage. Declarant hereby reserves to itself, together with
the right to grant and transfer the same, an easement on, over and under the Covered Property for the (i)
maintenance, repair and replacement of Westlake Entrada Monument Signs, and (ii) placement and
maintenance of the Sign Panels ("Sign Panels") on the Westlake Entrada Monument Signs and to the
Sign Panel Beneficiaries a license to install Sign Panels on such Westlake Entrada Monument Signs. All
Sign Panels on all Westlake Entrada Monument Signs are reserved in favor of Declarant and Declarant
shall have the exclusive right to assign Sign Panels on the Westlake Entrada Monument Signs to
Occupants within Westlake Entrada. Upon the Declarant's Rights Termination Date, such rights to assign
Sign Panels may be assigned by Declarant to the Association.
2.9.6 Other Easements. Declarant anticipates that the Covered Property shall be
subject to additional easements as set forth in the Supplemental Declarations, as well as in any Plat Map,
the Community Entitlements and any other agreements recorded against the Covered Property. Nothing
in this Declaration shall be deemed to limit the right of Declarant or, with the prior consent of the
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Declarant, the Association, to grant or reserve any additional easements over any portion of the Covered
Property to such grantees and for such purposes as Declarant or the Association (as applicable) may
deem appropriate, provided that any such easement shall not be inconsistent with the easement rights
granted in this Declaration and no easement so granted shall interfere with the then present use and
development of any Parcel, or interfere with the intended development of a Parcel for which permits have
been issued by the Town or for which Plans have been approved by the Association or Design Review
Committee, as applicable.
2.9.7 Development Easements in Favor of Declarant. Declarant hereby reserves to
itself, together with the right and power to grant and transfer the same, for its benefit and the benefit of
the Guest Builders and each of their agents, employees, contractors and prospective purchasers, non-
exclusive easements over the Covered Property for access to, and ingress and egress over and across,
any portions of the Covered Property as is reasonable and necessary to undertake and complete the
work of development, construction, marketing, conveyance and/or repair and replacement of the
Improvements and the right to exercise any warranty or rights to repair granted to Declarant or a Guest
Builder under this Declaration, any sales or other conveyance or lease documents entered into by a
Guest Builder with an Owner or Lessee and any other agreements between Declarant, a Guest Builder
and/or an Owner. Declarant further reserves to itself, together with the right and power to grant and
transfer the same, the right to install and operate within the Association Maintenance Areas, such
landscaping, sidewalks, walkways, water features, art, drainage areas, lighting, street improvements,
signage, monumentation, Utility Facilities, and other facilities and Improvements, as may be deemed
appropriate by Declarant and/or required by Governmental Requirements. Notwithstanding the foregoing,
in no event shall any rights granted under this Section 2.9.7 exercised by Declarant or any Guest Builder
interfere with the then present use and development of any Parcel, or interfere with the intended
development of a Parcel for which permits have been issued by the Town or for which Plans have been
approved by the Association or Design Review Committee,as applicable.
2.9.8 Lighting Easement. Declarant hereby reserves to itself and grants to the
Association, non-exclusive easements over and across the Association Property and the Association
Maintenance Areas and other areas within the Covered Property, including on the exterior fagade of any
Buildings or Improvements adjacent to and facing public rights-of-ways, Private Streets or any
Association Property or Association Maintenance Areas, to install, operate, maintain, repair and replace
lighting for the benefit of the Association Property and other Association Maintenance Areas.
2.10 Duration of Easements,• Exclusive Use,• Permitted Users; Benefited Parties.
2.10.1 Ancillary Easements. To the extent reasonably necessary to accommodate
use of the easements set forth in this Article 2 or to fulfill their obligations under this Declaration,
Declarant grants to the Association and the Owners,.non-exclusive easements for ingress and egress
over the accessways within the Parcels, but only to the extent necessary and appropriate to provide
access to and otherwise reach those areas and places within the Covered Property which are the subject
of the previously described easements or to fulfill their respective obligations. Notwithstanding the
foregoing, to the extent the easement relates to the maintenance, repair or replacement of any areas
required by this Declaration to be maintained, repaired or replaced by the Association or any Owner(s),
then the access rights shall be for the benefit of the Association or such Owner, as applicable, and their
agents, employees and contractors/
2.10.2 Duration of Easements. Each easement established herein shall exist upon
recordation of this Declaration, without the necessity of confirmation by any other document. Likewise,
upon the termination of any easement(in whole or in part)or its release in respect of all or any part of any
Parcel or Individual Interest as provided in this Declaration, the same shall be deemed to have been
terminated or released without the necessity of confirmation by any other document. Upon the request of
any other Grantee or the Association, each Grantee will sign and acknowledge a document, in form and
substance reasonably approved by such Grantee, memorializing the existence(including the location and
any conditions), or confirming prior termination (in whole or in part)or release(in whole or in part), as the
case may be, of any easement. The Declarant may charge a fee to any Sign Panel Beneficiary for the
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rights so granted to such Sign Panel Beneficiary pursuant to a separate agreement between Declarant
and such Sign Panel Beneficiary.
2.10.3 Rights to Permit Occupants and Permitted Users to Exercise Easement and
License Rights. Unless otherwise provided in this Declaration, each easement established herein shall
be used by the Owners as an appurtenance to and for the benefit of the benefitted Parcel or Individual
Interest, and solely for, the purpose of using, operating and enjoying the benefited Parcel(s) or Individual
Interest as provided in this Declaration. The foregoing notwithstanding, each Owner may permit and
designate, from time to time, its Occupants and other Permitted Users to use such easements as
reasonably necessary in connection with such Owner's or Occupant's use or occupancy of a Parcel or
Individual Interest, and provided that no such permission shall (a)authorize a use of the easements in
excess of the use intended under this Declaration or in conflict with any provision of this Declaration or
the Governing Documents or Community Entitlements or(b) result in the grant of any easement rights to
any Permitted Users. Any such designation shall not relieve the Owner of its duties and obligations with
respect thereto. None of the easements established in this Declaration or any of the other provisions of
this Declaration are intended to grant any rights to any members of the public or to be a gift or dedication
for public use.
2.10.4 Reservation of Easements in Favor of Declarant. Declarant shall have the
right to assign to any Guest Builder or any other Owner of a Parcel and the right to allow any Permitted
Users of Declarant or any Declarant Party to exercise Declarant's rights in connection with any
easements reserved to Declarant hereunder.
2.11 Limitations on Easement Rights. The easement rights herein granted or reserved,
including without limitation, each and all of the easement rights enumerated above in the separate
sections of this Article 2, are granted and reserved expressly subject to the limitations set forth below.
2.11.1 Matters of Record. Each of the easements and licenses granted and reserved
hereunder is subject to all covenants, conditions, restrictions, encumbrances, easements, dedications,
and rights of way, if any, set forth in any matters of record.
2.11.2 Parking. The Association shall have the right to limit, enforce and/or control
parking rules and regulations within the Association Access Roads and to exercise its other rights
provided under the Governing Documents.
2.11.3 Community Entitlements and Governing Documents. Each of the easements
and licenses granted and reserved herein are subject to the Community Entitlements and the Governing
Documents and nothing contained herein prohibits the granting of any easements to the public by an
Owner over its Parcel if required as a condition to obtaining Community Entitlements for its Parcel.
2.11.4 Pedestrian Access Areas. Nothing contained herein shall limit the right of an
Owner upon whose Parcel a Pedestrian Access Area is located to relocate the Pedestrian Access Areas
on its Parcel, including for the purposes of accommodating outdoor events, eating areas (including
Outdoor Dining Areas) and construction of Improvements on its Parcel so long as (a) such relocation is
permitted by the applicable Governmental Agencies, (b)reasonable access for pedestrians is otherwise
made available and (c)if required under Article 8, the approval of the Reviewing Party has been
obtained.
2.11.5 Exercise of Rights by the Association, Declarant and Owners. All of the
easements are subject to the rights of the Association, the Declarant and any other Owner to exercise
any rights granted and obligations imposed under this Declaration or the other Governing Documents.
2.11.6 Limitation on Access Rights in Connection with Maintenance and Repair.
Declarant or the Association shall have the right to temporarily close or restrict access to the Association
Maintenance Areas, as may be reasonably necessary in connection with the exercise of any
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maintenance, repair or replacement obligations under this Declaration, in connection with the installation
or alteration of Improvements on a Parcel in connection with the performance of the Association's
obligations hereunder or in the event of an Emergency. The foregoing rights described in the preceding
sentence shall be conditioned upon using reasonable efforts to make arrangements for taking
commercially reasonable measures to minimize any interference which such closure or restriction may
have on the operation and use of and/or access to the Parcels.
2.11.7 Business Operations. Neither the Association nor any Owner shall exercise
any of the easement rights granted or reserved in this Article 2 in a manner which will unreasonably and
adversely impact or disrupt the operation of any businesses operating within Westlake Entrada. The
Association and the Owners shall further take commercially reasonable measures to minimize the
interference that any such exercise of any easement rights granted or reserved in this Article 2 may have
on the operation and use of any Parcel.
2.11.8 Easements and Dedications. The Declarant or the Association shall have the
right to dedicate or transfer all or any part of the Association Property or any interest therein to the Town
or other Governmental Agencies (with the prior consent of Declarant until the Declarant's Rights
Termination Date), which dedication or transfer shall be subject to the provisions of this Declaration, and
such other conditions as the Association or Town or applicable Governmental Agency may impose.
. 2.11.9 Levy Charges. The Declarant or Association shall have the right to levy charges
for promotional and other events which either the Declarant or Association sponsors within the Covered
Property.
2.11.10 Duration of Easement Rights. Except for the rights of Declarant and any
Declarant Party, the easement rights granted under this Declaration shall be for a term and duration
coextensive with the Owner's title or interest in and to its portion of the Covered Property. Upon
conveyance of any Parcel within the Covered Property, such rights shall pass to the successor Owner(s)
of the portion of the Covered Property being conveyed. All of the special easement rights reserved to
Declarant shall continue until Declarant or a Declarant Party or a Guest Builder no longer owns any
portion of the Covered Property or Annexable Property.
2.12 No Right to Revenue. The grant of any easements contained in this Article or in the
grant of any other rights set forth in this Declaration shall not be deemed to grant to the Association, any
Owners or Individual Interest Owners any rights to any revenues, profits or other monies derived directly
or indirectly by any Declarant or Declarant Party or any other Person to which such rights have been
granted for any commercial or other operations within Westlake Entrada.
2.13 No Separate Transfer. None of the appurtenant easements described above shall be
conveyed, transferred, assigned or encumbered separately from the fee or leasehold interests in the
individual Parcels or Individual Interests. Easements that benefit or burden any Parcel or Individual
Interest shall be appurtenant to that Parcel or Individual Interest and shall automatically accompany the
transfer or conveyance of such Parcel or Individual Interest, even though the description in the instrument
of transfer may refer only to the interests in the Parcel as transferred or conveyed. Except as otherwise
provided for herein, no Owner, or any Person not an Owner shall grant an easement or easements of the
type set forth in this Article 2 for the benefit of any other Person or property not within the Covered
Property at the time of such grant without the prior written consent of both the Declarant, until the
Declarant's Rights Termination Date, and the Association; provided, however, that the foregoing shall not
prohibit the use of any easements existing on the date of recordation of this Declaration, or the granting
or dedicating of easements required as a condition to development to be granted to Governmental
Agencies.
2.14 Location of Easements on Condominiums. To the extent a Condominium is
encumbered by any of the easements in this Article 2, references to a Parcel shall mean such
Condominium.
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ARTICLE 3
WESTLAKE ENTRADA ASSOCIATION
The Association has been or will be formed to govern, maintain and manage Westlake Entrada
and to perform the other powers and duties of the Association which are described in this Article. The
Association acts by and through a Board of Directors. The Association has the powers necessary to
assure the efficient operation, maintenance and governance of Westlake Entrada and to respond to
changes in Westlake Entrada as may be required in the future.
3.1 Powers of the Association. Subject to the limitations expressly set forth in the
Governing Documents, the Association shall have the power of a non-profit corporation formed under the
laws of the State of Texas and may do any lawful thing that may be authorized, required, or permitted to
be done by the Association under the Governing Documents and to do and perform any act that may be
necessary or proper for or incidental to, the exercise of any of the express powers of the Association,
including,without limitation,the powers set forth below.
3.1.1 Performance of Duties; Commencement of Association's Duties and
Powers. The Association shall have the power to undertake all of the express duties required under
Section 3.2 and the other Governing Documents to be performed by the Association.
3.1.2 Assessments. The Association shall have the power to establish, levy and
collect Assessments in accordance with Article 6 and to enforce payment of such Assessments in
accordance with the provisions of the Governing Documents.
3.1.3 Enforcement. The Association shall have the power to enforce the restrictions
and obligations set forth in the Governing Documents.
3.1.4 Enforcement of Individual Interest Governing Documents. The Association
shall have the right, but not the obligation, to review periodically the operation of any Subassociation and
the performance by a Subassociation of its maintenance and other obligations to assure compliance with
the Community Standards and Governing Documents. The Association shall have the power, but not the
obligation, to enforce the Individual Interest Governing Documents (a) if the Association determines that
the applicable Subassociation is unable or unwilling to do so or (b)if the Association determines, in its
reasonable judgment, that it is in the best interests of Westlake Entrada to do so. The Association also
shall have the power to require that specific action be taken by a Subassociation in connection with its
obligations and responsibilities. The costs associated with such maintenance and repairs shall be the
obligation of the Subassociation.
3.1.5 Provide Management and Other Services. The Association shall have the
power to engage Persons necessary for the effective operation and maintenance of the Association
Maintenance Areas and the operation of the Association, including legal, management and accounting
services. Any management company selected by the Association may be an Affiliate of Declarant.
3.1.6 Right of Entry. The Association and its authorized representatives shall have
the power to enter any portion of the Covered Property, to the extent reasonably necessary to perform the
construction, inspection and the Maintenance Obligations of the Association as required under Governing
Documents and to exercise its enforcement rights under this Declaration; provided that in no event shall
the rights granted to the Association and its authorized representatives in this Section 3.1.6 permit entry
into the interior space of a completed Building located within a Parcel. Any right of entry shall be
exercised in accordance with the requirements of the Governing Documents. Such Persons shall not be
deemed guilty of trespass by reason of such entry.
3.1.7 Contract for Goods. The Association shall have the power to contract for goods
and/or services for the benefit of the Covered Property that are necessary for the Association to perform
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its duties and obligations under the Governing Documents. To the extent any such goods and services
are provided solely to Special Benefit Areas,the Association may assess such costs solely to the Owners
within the Special Benefit Areas.
3.1.8 Design Review. The Association shall have the power to exercise architectural
control to the extent provided under Article 8 and to appoint a Design Review Committee.
3.1.9 Easements and Rights of Way. The Association shall have the power to
exercise any of the easement and other rights granted to the Association under Article 2, including,
without limitation, the right to grant temporary licenses and rights to use the Association Maintenance
Areas.
3.1.10 Association Rules. The Association shall have the power to adopt, amend and
repeal the Association Rules as it considers appropriate.
3.1.11 Delegation of Powers. The Association shall have the power to delegate its
rights, authority and powers, in whole or in part, under the Governing Documents to professional
managers, committees,employees,officers, or consultants,as may be deemed necessary by Board.
3.1.12 Delegation of Rights of Use. Subject to the Governing Documents, the
Association shall have the power to exclusively use or to allow one or more Owners or Occupants the
exclusive use of portions of the Association Property or Association Maintenance Areas for events and
functions, on terms and conditions that the Board deems appropriate, including charging such Owner(s)
or Occupant for such exclusive use provided that until the Declarant's Rights Termination Date, the prior
consent of the Declarant shall be obtained. Such rights shall be subordinate to the rights reserved to
Declarant under this Declaration.
3.1.13 Special Events, Promotional Events and Marketing. The Association shall
have the power to provide special events, promotional events and marketing events and to create and
provide activities, services and programs intended to build and maintain a sense of community and
identity and the power to levy charges or fees for such events or may coordinate with any Owner to co-
sponsor such events. Such events and activities may be conducted within the Association Property, the
Association Maintenance Areas or with the permission of an Owner within the portion of the Covered
Property.owned by such Owner. Any such events shall be coordinated with Declarant until the
Declarant's Rights Termination Date. If the Association determines that such costs benefits fewer than all
the Owners, the Association may levy such costs for such events and promotions as a Special Benefit
Area Assessment or based upon a Special Allocation. Notwithstanding anything to the contrary
contained herein, the Association's rights granted herein to conduct activities, events, programs and
provide other services and programs and to grant concessions within the Association Maintenance Areas
and Association Property and other portions of the Covered Property is in all events subject to
Governmental Requirements and special event permitting review and approval of the Town and any other
applicable Governmental Agency.
3.1.14 Restrict Access. The Association shall have the right and authority to restrict
access on or to any portion of the Association Property and the Association Maintenance Areas for
(a)health and safety reasons and (b)for purposes of facilitating construction, inspection, maintenance
and repair of the Improvements within the Association Maintenance Areas or for Emergency purposes.
Any such restrictions on access shall reasonably minimize any impact on access to and from any
neighboring areas.
3.1.15 Borrow Money. The Association shall have the right to borrow money for the
purpose of improving, replacing, restoring or expanding the Association Property, the Association
Maintenance Areas or for other purposes deemed reasonably necessary by Board.
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3.1.16 Public Rights of Use. The Association (with the consent of the Declarant until
the Declarant's Rights Termination Date), shall have the power to grant to the public rights of use to the
Association Property, as may be required by the Town or any Governmental Agency or any other
Governmental Requirements or as otherwise may be determined by the Board.
3.1.17 Special Benefit Areas. Subject to any limitations set forth in this Declaration,
the Association shall have the power to form, and administer Special Benefit Areas in accordance with
the Governing Documents. In connection with the administration of Special Benefit Areas, the
Association shall have the power to establish Special Benefit Area rules and advisory committees for any
Special Benefit Areas. Such advisory committees may propose special rules and regulations with respect
to Special Benefit Areas which may be adopted by the Association. The Association may also adopt
special election procedures for the election of members of such advisory committees.
3.1.18 Lighting. The Association shall have the power to provide for and operate
lighting throughout the Association Property and the Association Maintenance Areas, including without
limitation, holiday lighting.
3.1.19 Permits for Special Events. To further the sense of community within, from
time to time groups or Persons, including, without limitation, the Owners, may desire to sponsor special
events within the Covered Property. The Association shall have the authority to issue permits granting to
such Persons and their Permitted Users, a nonexclusive license of access and use over some or all of the
Association Property and/or Association Maintenance Areas reasonably necessary to the operation of the
special event. The Association may also issue permits which authorize the sponsor and its guests and
invitees to park vehicles within the Association Property and/or Association Maintenance Areas at
reasonable times before, during, and after the special event.
3.2 Duties of the Association. The Association shall have the duty and obligation to
perform the actions and duties set forth in this Declaration and the other Governing Documents.
3.2.1 Applicable Laws and Community Entitlements. The Association shall comply
with all Applicable Laws and the Community Entitlements. The Association shall not restrict access by
the public to those portions of the Association Property or Association Maintenance Areas required to be
made available for access by the public by Governmental Requirements.
3.2.2 Operation and Maintenance. The Association shall perform all of the
Maintenance Obligations required to be provided or performed by the Association under Article 4 and
any other Maintenance Obligations required to be provided or performed by the Association under the
Governing Documents/ the Community Entitlements and Applicable Laws and shall provide all of the
services necessary to operate the Association Maintenance Areas to the extent required hereunder.
3.2.3 Governing Documents. The Association shall comply with and use reasonable
efforts to ensure the Owners comply with the Governing Documents.
3.2.4 Acceptance of Association Property and Association Maintenance Areas.
The Association shall accept title(or easements)to and maintenance responsibility for each portion of the
Association Property and the Association Maintenance Areas when title and/or maintenance and
responsibility are tendered by Declarant, whether in fee simple, by easement or otherwise, and the
Association shall execute each deed and any accompanying escrow instructions if requested to do so by
Declarant, and execute any bond exonerations when presented if the bonded obligations are satisfied.
3.2.5 Community Entitlements. The Association shall comply with all of the
requirements of the Community Entitlements imposing obligations on the Association, including
obligations relating to the Association Property and Association Maintenance Areas.
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3.2.6 Assessments. The Association shall establish, levy and collect Assessments in
accordance with Article 6 and enforce payment of such Assessments in accordance with the provisions
of the Governing Documents.
3.2.7 Management. Subject to the provisions of this Section and the other
requirements of this Declaration,the Association shall have the duty to retain or employ a manager which
manager may be Declarant or an Affiliate of Declarant or shall otherwise be a professional manager or
other Persons who have professional experience in the management of mixed use communities to
perform any services required for the maintenance, protection, operation and preservation of Westlake
Entrada.
3.2.8 Parking and Traffic. The Association shall manage all parking and vehicular
traffic within the Association Access Roads, except that, if Declarant has installed parking meters,
Declarant shall have the right to retain the revenue therefrom and enforce compliance with the parking
regulations or require the Association to do so. The Association may establish a parking permit program
for the parking within the Association Property and Association Maintenance Areas.
3.2.9 Financial Matters. The Association shall prepare the Annual Budget, reports,
balance sheets and operating statements for the Association as required under the Governing
Documents and Applicable Laws.
3.2.10 Liens and Charges. The Association shall pay any amount necessary to
discharge any lien or encumbrance upon the Association Property or Association Maintenance Areas or
any other property or interest of the Association.
3.2.11 Access to Public Utilities. The Association shall establish reasonable
procedures for access to public utilities located in the Association Maintenance Areas for maintenance by
the applicable utility providers subject to the applicable Governmental Agency's approval and the terms of
any applicable easements benefitting any utility provider or Owner (hereunder or otherwise); provided,
however, that each Owner's access to such utilities shall ultimately be subject to the terms, conditions
and charges imposed by the applicable utility provider, and the Association shall have no right to charge
any Owner for the use of such utilities (except to the extent such utilities service the Association
Maintenance Areas)or to require that any Owner use any particular utility provider.
3.2.12 Maintenance of Plans for Shared Private Sewer Lines and Shared
Stormwater Drainage Systems. If provided by Declarant or a Guest Builder, the Association shall
maintain in its records plans, which depict the as-built location of the Shared Utility Facilities(including the
Shared Private Sewer Lines and Shared Stormwater Drainage Facilities), and shall require any Owner
who ties into such Shared Private Sewer Lines and/or Shared Stormwater Drainage Facilities to update
such plans.
3.2.13 Insurance. The Association shall have the duty to obtain insurance from
reputable insurance companies and maintain the insurance described in Article 10.
3.2.14 Architectural Control. The Association shall maintain architectural control and
design review over Westlake Entrada to the extent provided in the Governing Documents and may
appoint the Design Review Committee and establish architectural and design review procedures in
accordance with the provisions of Article 8. No architectural controls or designs may conflict with or
supersede the standards established in the Zoning Ordinance#760 Design Guidelines.
3.2.15 Association Rules. The Association shall adopt and be entitled to modify and
enforce Association Rules as it considers to be appropriate relating to the use and operation of the
Association Maintenance Areas and other portions of the Covered Property.
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3.2.16 Reserves. The Association shall establish and maintain a working capital and
contingency and reserve fund to the extent set forth in the Annual Budget, including, without limitation, a
special reserve fund for the maintenance, repair and replacement of public streets and rights-of way
which are included in the Association Maintained Areas, and/or Private Streets within the Covered
Property.
3.2.17 Taxes and Assessments. The Association shall have the duty to pay all real
and personal property taxes levied against the Association, Association Property, or personal property
owned by the Association. Such taxes and assessments may be contested by the Association provided
that they are paid or that a bond insuring payment is posted before the sale or the disposition of any
property to satisfy the payment of such taxes.
3.2.18 Personal Liability. No volunteer officer or volunteer director of the Board, or of
any committee, Declarant, Declarant Party, Reviewing Party, contractor, agent,or management company
of the Association, or any officer, director, employee, contractor or agent of any of the foregoing (each a
"Management Party"), shall be personally liable to any Owner or Individual Interest Owner or other
Person, including the Association, for any act or omission of any Management Party if such Person has,
on the basis of such information as was actually possessed by him or her, acted in good faith without
willful, wanton or gross misconduct when performing an act within the scope of the Person's Association
duties(collectively, an "Official Act"). The Association has the power and duty to indemnify, defend,
protect and hold harmless each Management Party for all Claims, and satisfy any judgment or fine
levied as a result of any action or threatened action brought because of an act or omission which
such Person reasonably believed was an Official Act. The Association has the power and the
duty, to indemnify any other Person acting as an agent of the Association for damages incurred,
pay expenses incurred, and satisfy any judgment or fine levied as a result of any action or
threatened action because of an Official Act. Management Parties and any other Person are deemed
to be agents of the Association when they are performing Official Acts for purposes of obtaining
indemnification from the Association pursuant to this Section. The entitlement to indemnification under
this Declaration inures to the benefit of the successors-in-interest of any Person entitled to such
indemnification. The Association also has the power, but not the duty, to contract with any Person to
provide indemnification in addition to any indemnification authorized by Applicable Laws on such terms
and subject to such conditions as the Association may impose.
ARTICLE 4
MAINTENANCE RESPONSIBILITIES
This Article sets forth the maintenance responsibilities of the Association and the standards for
that maintenance to ensure the overall quality and aesthetic appearance of Westlake Entrada. This
Article also sets forth the Maintenance Obligations of the Owners and Individual Interest Owners.
Maintaining Westlake Entrada will help to preserve and protect the value and aesthetic appearance of
Westlake Entrada. The "Maintenance Standard" may contain objective elements, such as specific
maintenance requirements, and subjective elements, such as matters subject to the discretion of the
Board and various elements which may or may not be set out in writing. The Declarant initially shall
establish such Maintenance Standards; however, the Maintenance Standard will evolve as Westlake
Entrada develops and matures.
4.1 Maintenance and Maintaining Party. Unless the context otherwise requires, as used
in this Article 4, "maintenance", "maintain" or "maintaining" means the operation, inspection,
maintenance, repair, restoration and replacement of the areas and facilities designated for maintenance
by the Association, and the Owners. To the extent repair, restoration and replacement is required as a
result of damage or destruction under Article 11, then the repair and replacement shall be governed by
the provisions of Article 11. As used herein, "Maintaining Party" means the Association or any Owner
or Individual Interest Owner is obligated to perform the Maintenance Obligations established hereunder.
It shall be the obligation of each Subassociation to enforce compliance with the Maintenance Obligations
by the Individual Interest Owners subject to its jurisdiction.
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4.2 Maintenance Standards. The Association Maintenance Areas and all other Areas
required to be maintained by a Maintaining Party shall be maintained in conformance with the Community
Standards and the Maintenance Manual described in Section 1.22 and in accordance with all of the
obligations set forth in the Governing Documents. All Improvements shall be repaired or replaced with
materials at least equal to the quality of the materials being repaired or replaced so as to maintain the
architectural harmony of Westlake Entrada as a whole.
4.3 Responsibilities of the Association.
4.3.1 Areas to be Maintained. From and after the filing of a Plat Map for a portion of
the Covered Property, the Association shall maintain and provide for the maintenance of the Association
Maintenance Areas within the portion of the Covered Property shown on such Plat Map and any other
areas specified for maintenance by the Association in a Supplemental Declaration in conformance with
Community Standards and the Governing Documents and Community Entitlements. Without limiting the
foregoing, the Maintenance Obligations of the Association shall include the Maintenance Obligations
described below.
(a) Association Maintenance Areas. The Association shall maintain any
Improvements within or comprising the Association Maintenance Areas including any lighting fixtures,
electric boxes, pumps, irrigation systems, traffic signs, guard rails, transit shelter, outdoor furniture,
plazas, public spaces, lakes, parks, artwork,outdoor games, fencing, utility boxes, way finding signs and
other similar Improvements except any fixtures and equipment maintained by a Governmental Agency
(e.g., utility boxes,fire hydrants, etc.).
(b) Association Access Roads. The Association shall maintain, repair,
reseal and replace all paved surfaces of Association Access Roads, Pedestrian Access Areas and any
public streets and rights-of way included in the Association Property or Association Maintenance Areas in
a smooth and evenly covered condition (including any lighting illumination thereof) which work shall
include, without limitation, sweeping, resealing and; the Association shall clear and remove snow and ice
and apply de-icing products(if necessary)as deemed appropriate by the Association from all Association
Access Roads, Pedestrian Access Areas and any public streets and rights-of way included in the
_Association Property or Association Maintenance Areas. The Private Streets have been engineered for
a useful life of at least thirty (30) years. Upon written notice delivered by the Town to the Association at
anytime during the last five (5) years of the useful life of any Private Street that any or all of the Private
Streets need to be replaced, the Association shall prepare a replacement plan for such Private Streets
consistent with any requirements under the Association Maintenance Manual and commence
implementation of same, and fund same using reserve funds established for Private Street maintenance
as set forth in the Annual Budget.
(c) Litter Removal. The Association shall pick up litter within the
Association Maintenance Areas and arrange for such litter removal from the Association Maintenance
Areas and keep such litter in proper containers or compactors in places designated therefore until
removed.
(d) Signage and Directional Signs/Markers. The Association shall install,
clean, repair, replace and repaint any way finding signs and other Westlake Entrada Signage that are part
of the Association Maintained Areas. The Association shall maintain the structure of any Westlake
Entrada Monument Sign that are part of the Association Maintained Areas, but the Sign Panels shall be
maintained in a clean and attractive condition by the Sign Parcel Beneficiary.
(e) Westlake Entrada — Plaza Mayor Farmer's Market, Ricardo Bridge,
and Retail Harbor. The Association shall maintain the Plaza Mayor, Farmer's Market, Ricardo Bridge,
and Retail Harbor, and all other parks, open space and common area within the Association Maintenance
Areas in a clean and litter-free condition. Following any event or promotions within the Association
Maintenance Areas, the Association shall assess and levy a Special Benefit Area Assessment against the
Commercial Owners for any and all costs and expenses incurred by the Association in connection with
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cleaning and restoring the Association Maintenance Areas or such other portions of the Association
Property used for such event or promotion, and the Association may, as a condition to such usage,
require the Commercial Owners to pay to the Association a Special Benefit Assessment prior to such
event or promotion as a condition to such usage based on an estimate of costs and expenses to clean
and restore the Association Maintenance Areas after the conclusion of such event or promotion, as
determined by the Board in its sole discretion.
(f) Landscape Areas. The Association shall maintain all plants, trees,
grasses, and irrigation systems in the landscaped areas within the Association Maintenance Areas
(including fertilizing and irrigating as necessary)in a healthy and thriving condition, free from weeds, trash
and debris and replace injured and diseased trees and other vegetation within the Association
Maintenance Areas and ensuring the proper functioning of the irrigation systems for such landscaped
area, which obligation to maintain shall specifically include, without limitation, the maintenance of all
landscaped areas within the Front Yard Area (hereinafter defined) of any Parcel or Lot in the Covered
Property. The "Front Yard Area" of any Parcel shall include all areas not behind a fence or wall or
otherwise accessible from the right-of-way or open space areas adjacent to such Parcel.
(g) Shared Stormwater Drainage Facilities. The Association shall
maintain the Shared Stormwater Drainage Facilities in good working order, free of debris and
obstructions, and in accordance with all Applicable Laws and Governmental Requirements. The
Association shall periodically inspect the Shared Stormwater Drainage Facilities to ensure the Shared
Stormwater Drainage Facilities are properly functioning and are accepting and draining water in
conformance with all Governmental Requirements.
(h) Shared Private Sewer Lines. The Association shall maintain the
Shared Private Sewer Lines in good working order, free of debris and obstructions, and in accordance
with all Applicable Laws and Governmental Requirements. The Association shall perform periodic
inspection of the Shared Private Sewer Lines to ensure the Shared Private Sewer Lines are properly
functioning.
(i) Surface of Improvements. The Association shall paint and to the
extent necessary power wash and otherwise maintain all surfaces, fences,walls and equipment within the
Association Maintenance Areas required to be maintained by the Association.
(j) Lighting. The Association shall maintain all lighting fixtures within the
Association Property and Association Maintenance Areas (including, without limitation, replacement of
bulbs) so that there is a uniform quality of maintenance and illumination within Westlake Entrada;
provided, however, the Town shall be liable and responsible for the initial installation of lighting
improvements that are included in PID Improvements, and the provision of electric service for such
lighting in accordance with the terms of that certain PID Maintenance Agreement.
(k) Pedestrian Access Areas. The Association shall maintain all
Pedestrian Access Areas in the Association Maintenance Areas in a smooth, level condition free of
obstructions.
(1) Directional and Other Signage. The Association shall place and
maintain upon or within the Association Maintenance Areas, such signs as the Board or Declarant may
deem appropriate or as may be required by the Town or other Governmental Agencies for the proper
identification, use and regulation of the Association Maintenance Areas and other areas within Westlake
Entrada.
(m) Other Acts. The Association shall perform all such other and further
acts which Board deems necessary to preserve and protect Westlake Entrada and the Association
Maintenance Areas and the appearance thereof, in accordance with the general purposes specified in
this Declaration and the other Governing Documents.
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4.3.2 Levels of Maintenance. The Board shall be the sole judge as to the appropriate
level of maintenance of all Association Maintenance Areas. The Declarant, and after the Declarant's
Rights Termination Date, the Association Board, shall have the sole right to allocate maintenance
responsibilities over portions of the Association Maintenance Areas to (a)a Subassociation, with the
consent of the board of directors of such Subassociation or other Owners if the Association Board makes
a determination based on the Association Board's business judgment as to what is in the best interests of
Westlake Entrada, considering cost, uniformity or harmony of appearance, location and other factors
deemed relevant by the Association Board, and/or (b)establish Special Benefit Areas for providing
maintenance services to such Owners as provided in this Declaration. Such allocation of maintenance
responsibilities may, but shall not be required to be designated in a Supplemental Declaration.
4.3.3 Best Management Practices. The Association shall comply with all best
management practices established by any Governmental Agencies, the National Pollutant Discharge
Elimination System, requirements adopted pursuant to the Federal Clean Water Act, and any other
requirements of Governmental Agencies as they apply to the Association Maintenance Areas. The costs
of such maintenance, if any, shall be treated as Common Expenses.
4.3.4 Commencement of Maintenance Responsibilities. Unless otherwise stated in
an agreement with the Association and Declarant, or as otherwise specified in a Supplemental
Declaration, the Association will be obligated to commence to maintain the Association Maintenance
Areas upon the transfer or tender of responsibility of fee title to or an easement over the applicable
Association Maintenance Area to the Association.
4.4 Maintenance by Owners and Individual Interests. Each Owner and Individual
Interest Owners shall maintain or cause to be maintained("Maintaining Owner"), those areas designated
for maintenance below or in a Supplemental Declaration and Individual Interest Governing Documents, if
any, in conformance with the Community Standards, except to the extent such areas are included within
Association Maintenance Areas. To the extent an Owner is a Subassociation, the Subassociation shall
perform or cause its Individual Interest Owners to perform all of the Maintenance Obligations described
below.
4.4.1 Buildings and Residences. The Maintaining Owner shall.maintain all Buildings
and Residences in conformance with the Community Standards and maintenance of any other
Improvements owned or subject to its jurisdiction including any lighting fixtures, electric boxes, pumps,
irrigation systems, traffic signs, guard rails, transit shelter, outdoor furniture, plazas, public spaces,
artwork, outdoor games, fencing, utility boxes, way finding signs and other similar Improvements except
any fixtures and equipment maintained by a Governmental Agency(e.g., utility boxes, fire hydrants, etc.)
or the Association.
4.4.2 Paved Surface. The Maintaining Owner shall repair, reseal and replace all
paved surfaces of any access roads and any Pedestrian Access Areas are which are not included in the
Association Maintenance Areas in a clean, attractive and smooth (except where cobblestone or pavers
are used, in which event cobblestones and pavers shall be maintained or replaced as necessary to
remove any materially chipped or cracked cobblestones/pavers) and evenly covered condition (including
any lighting illumination thereof) which work shall include, without limitation, sweeping, resealing and
resurfacing, removal of snow and ice and the obligation to ensure that the access roads are maintained in
a manner consistent with the maintenance of the Association Access Roads and the sidewalks and
pathways within Westlake Entrada;
(a) Removal of Trash. The Maintaining Owner shall pick up litter and
arrange for contracting for removal of all garbage, recycling, trash, pet waste, rubbish and other refuse
within any exterior within the applicable Area not included in the Association Maintenance Areas, and
keeping such litter in proper containers or compactors in places designated therefore until removed.
(b) Landscaping. The Maintaining Owner shall maintain of all plants, trees,
grasses, and irrigation systems in the landscaped areas not included in the Association Maintenance
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Areas (including fertilizing and irrigating as necessary) in a healthy and thriving condition, free from
weeds, litter and debris and replacing injured and diseased trees and other vegetation within and
ensuring the proper functioning of the irrigation systems for such landscaped areas. No Owner may
construct, install, place or plant any hardscape or landscape improvements within such Owner's Front
Yard Area without the prior express written consent and approval of the Association. Any hardscape or
landscape improvements within an Owner's Front Yard that has not been approved by the Association
pursuant to the terms hereof may be removed by the Association, at the Association's sole and absolute
discretion, and the Association shall have no liability or responsibility to an Owner with respect to such
removal or entry onto such Owner's Parcel in connection therewith.
(c) Lighting. The Maintaining Owner shall maintain all lighting fixtures not
included in the Association Maintenance Areas so that there is a uniform quality of maintenance and
illumination within Westlake Entrada.
(d) Walkways and Pathways. The Maintaining Owner shall maintain any
walkways and pathways not included in the Association Maintenance Areas in a clean, attractive and
smooth (except where cobblestone or pavers are used, in which event cobblestones and pavers shall be
maintained or replaced as necessary to remove any materially chipped or cracked cobblestones/pavers),
level condition and free of obstructions.
(e) Signs. The Maintaining Owner shallmaintainall signs, Including any
Westlake Entrada Signage located on such Owner's Parcel and not otherwise maintained by Declarant,
the Association or another Owner pursuant to the terms hereof, which may be located on the Owner's
Parcel.
(f) No Obstructions to Stormwater and Sewer Systems. The
Maintaining Owner shall maintain all Improvements within its Parcel in such a manner as to prevent any
obstructions to the Shared Private Stormwater Systems or Shared Private Sewer System or which would
interrupt or adversely affect the Shared Private Stormwater Systems or Shared Private Sewer System.
(g)' Other Areas. The Maintaining Owner shall maintain all other areas
required to be maintained by the Governing Documents in conformance with the Community Standards
under the Governing Documents or as may otherwise be necessary to preserve and protect the Areas
and to ensure such areas are maintained in conformance with the Community Standards.
4.4.3 Maintenance Deficiencies.
(a) Failure of an Owner to Maintain. If an Owner (including a
Subassociation as to its Maintenance Obligations or the Maintenance Obligations of an Individual
Interests Owners),fails to perform its Maintenance Obligations hereunder or after commencing any Work
fails to diligently prosecute such Work to completion within a reasonable time ("Non-Maintaining
Owner"), the Association may provide to the Non-Maintaining Owner a written notice (the "Notice of
Deficiency"), which shall briefly specify the conditions which the Association finds to be deficient, and
request that such deficiency be cured within a period of time specified in such Notice of Deficiency. If the
Association determines that such deficiency continues to exist at the end of the period of time specified in
the Notice of Deficiency, the Association, at its option, may either: (a)enter on and accomplish the
maintenance of such portion of the Parcel or Individual Interest that continues to be deficient; (b)contract
with another party to accomplish such maintenance; or (c)seek any other remedy available at law or in
equity including, without limitation, specific performance or an injunction to enforce the Non-Maintaining
Owner's Maintenance Obligations provided herein. Any of the foregoing remedies may be employed at
the option of the Association, and the failure to employ any of such remedies upon any occurrence giving
rise to such remedies shall not be a waiver of the right to employ such remedies in connection with any
other occurrence. To the extent the Association fails to enforce a Non-Maintaining Owner's Maintenance
Obligations and an Owner ("Affected Owner") is directly and adversely affected by the failure of such
Non-Maintaining Owner to perform its Maintenance Obligations, the Affected Owner may request that the
Association take such actions to pursue its remedies hereunder. The Affected Owner shall notify the
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Association and provide the Association with the opportunity to provide the Notice of Deficiency and/or
exercise such cure rights. If the Association elects not to exercise such remedies and/or fails to take any
actions within thirty(30)days after receipt of notice from such Affected Owner, then such Affected Owner
may pursue the same remedies as provided above.
(b) Emergency Maintenance. Notwithstanding the foregoing, if the
Association or the Affected Owner determines that any maintenance deficiency by an Owner or the
Association constitutes an Emergency which requires action prior to the expiration of any cure period, the
Association or the Affected Owner may take the actions provided for in this Section without a Notice of
Deficiency being given in advance of taking such action, provided that as soon as reasonably practicable
after taking the Emergency action the Association or the Affected Owner gives a Notice of Deficiency
(without providing a cure period) to the Non-Maintaining Owner or the Association, as applicable. Any
Affected Owner shall not, however, take any actions if the Association is taking actions to remedy the
deficiency under this Subsection(c).
(c) Reimbursement. If the Association or pursuant to the provisions set
forth above an Affected Owner elects to perform a Non-Maintaining Owner's Maintenance Obligations
under the provisions set forth above, the reasonable costs of accomplishing such maintenance shall be
the obligation of the Non-Maintaining Party or the Association, as applicable, and shall be reimbursed by
the Non-Maintaining Party to the Association or the Affected Owner, or the Association to the Affected
Owner (as applicable), within fifteen'(15) days after receipt of a statement therefor with interest at the
Applicable Rate accruing from the date such statement is delivered. If such amounts are not reimbursed
when due, the Association may(on its own behalf or on behalf of an Affected Owner) levy a Compliance
Assessment on behalf of itself or the Affected Owner. If the Association elects not to collect such
amounts on behalf of the Affected Owner,then the Affected Owner may pursue any remedies available at
law for collection of the amounts payable to such Affected Owner.
4.4.4 Damage Caused by Acts or Omissions of an Owner. Notwithstanding the
obligation of the Association to maintain the Association Maintenance Areas,'if the need for maintenance
of such areas or facilities is caused by the acts or omissions of an Owner(or an Individual Interest Owner
or any Permitted Users causes obstruction or damage to the Shared Stormwater Drainage Facilities or
Shared Private Sewer Lines, the cost thereof shall be assessed as a Compliance Assessment to the
responsible Owner or the Association may exercise any of its other remedies set forth herein. It shall be
the responsibility of the Subassociation to seek such reimbursement from its Individual Interest Owners.
4.4.5 Duty to Protect Against Mechanics' Liens. In performing their respective
Maintenance Obligations and Work as provided in this Declaration, the Association and each Owner,
taking action on behalf of Individual Owners (for the purposes of this Section 4.4.4, the "Contracting
Party", as applicable) shall promptly pay all costs, expenses, liabilities and liens arising out of or in any
way connected with contracts for any service, labor or materials provided or supplied to the Project or the
construction of any Project Improvements authorized or undertaken by the Contracting Party. The
Contracting Party shall not cause or permit any mechanic's lien to be filed against any portion of the
Project not owned by such Contracting Party for labor or materials alleged to have been furnished or
delivered to the Project or any Parcel by the Contracting Party. If any Contracting Party causes or
permits such a lien to be filed, such Contracting Party shall: (a) within ten (10) days after notice to such
Contracting Party by the Association or other Owner(s) either cause the lien to be discharged or post a
bond which protects the title of the affected Owners to their Parcel; (b)indemnify, protect, defend and
hold harmless the other Owners, Declarant, Declarant Parties and/or the Association, as
applicable, from any Claims by Contracting Party which may be filed against the Project or the
other Owners or another Owner's Parcel for such work or services performed or materials
supplied by any architect, engineer or contractor with whom the Contracting Party has contracted
or any other Person acting directly or indirectly by, through or under such architect, engineer or
contractor supplying services, labor, materials or equipment; and (c)pay all expenses actually
incurred by the other Owners or the Association in connection therewith, including, without limitation,
reasonable attorneys' fees and costs of defending against the foregoing Claims and any costs of
enforcing this indemnity.
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4.5 Construction Deposit.
4.5.1 An Owner(other than Declarant), prior to commencement of initial construction of
a Improvements or commencing construction work in, on, or within a Parcel shall pay to the Association a
construction deposit in the amount of One Thousand and Noll 00 Dollars ($1,000.00) (the"Construction
Deposit"). The Construction Deposit shall be held by the Association until the construction work to be
performed with regard to the applicable Improvements is completed, as evidenced by issuance of a final
certificate of occupancy for such Improvements by the Town. The Association shall release the
Construction Deposit to the applicable Owner, less any funds expended or reserved by the Association
pursuant to this Section 4.5, within thirty (30) days of receipt of written notice from such Owner of
completion of the construction work for the applicable Improvements and copy of a final certificate of
occupancy issued by the Town therefor. Any Construction Deposits which are unclaimed within six (6)
months of the completion of the construction work to be performed with regard to the applicable
Improvements shall become the property of the Association; provided that an Owner performing
construction work with regard to Improvements on more than one Parcel may elect to transfer such
Construction Deposit being held by the Association from the account of the Improvements on one Parcel
which have been completed to Improvements to be constructed on another Parcel.
4.5.2 Upon thirty (30) days' prior written notice to the constructing Owner with
opportunity to cure, the Association may, without waiving any other remedy provided by this Declaration
or by law, draw upon the Construction Deposit or withhold the release of the Construction Deposit as
necessary to cover, among other things (i) the cost or anticipated cost to repair damage to the
Association Maintained Areas caused by the Owner, its contractors, subcontractors, agents or employees
performing the construction work with regard to the applicable Improvements, and (ii) the cost or
anticipated cost to clean and restore the streets and storm sewer system improvements as may be
required under the Storm Water Pollution Prevention Plan ("SWPPP") applicable to the Covered Property
or applicable portion thereof. If any part of the Construction Deposit is applied by the Association, the
responsible Owner shall, immediately upon demand, deposit with the Association a sum equal to the
amount so applied in order to restore the Construction Deposit to its original amount.
ARTICLE 5
VOTING RIGHTS AND MEMBERSHIP IN THE ASSOCIATION
The Association will function as a corporate entity with Members who will participate in the
governance of the various Areas. This Article describes the membership of the Association. Unless
otherwise specified in a Supplemental Declaration, the Subassociation for any Area shall be the Members
for such Area. This Article also establishes certain classes of voting membership. Voting rights are
based upon the Allocable Share Allocations. Additional provisions regarding the procedures for elections
to and meetings of the Board are set forth in the Bylaws.
5.1 Membership. Each Owner shall be a Member of the Association except that
Subassociation shall be the Member for any Area governed by such Subassociation.
5.2 Voting Membership. The Association shall have three (3) classes of voting
membership.
5.2.1 Class A Member. The Class A Members shall be all Owners except Declarant
and Guest Builders while the Class B voting is in effect. Each Class A Member shall have the votes
described in Section 4. Each Class A Member will be entitled to a number of votes for the Areas
represented by such Member equal to the Allocable Assessment Share for any Parcels or Condominiums
against which Regular Assessments have commenced. The Declarant and the Guest Builders shall not
be Class A Members,for so long as there exists a Class B membership.
5.2.2 Class B Member. The Class B Member shall be the Declarant who shall be
entitled to one hundred (100) votes for each Allocable Share Allocation for any Areas or portions of an
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Area owned by Declarant and Guest Builders in the Covered Property for which Regular Assessments
have commenced. The Class B membership shall cease and be converted to Class A membership on
the Declarant's Rights Termination Date.
5.2.3 Class C Member. The Class C Member shall be Declarant (whether or not
Declarant is an Owner). The Class C membership shall not be considered a part of the voting power of
the Association and Declarant shall not be entitled to exercise any Class C votes except for the purpose
of electing a majority of the members of the Board in accordance with the provisions set forth below. The
Class C Member shall be entitled to solely appoint a majority of the members of the Board. The Class C
Membership shall terminate upon the Declarant's Rights Termination Date.
5.3 Actions by the Association Board. All actions by the Board shall be taken by
majority consent except for those actions which require the consent of more than a majority of the Board
under the Governing Documents.
5.4 Voting Power. Votes shall be allocated to the Members based upon the Allocable
Assessment Shares allocated to an Assessed Area. Each Commercial Owner shall have a vote equal to
its Allocable Assessment Share. Each Owner for a Residential Area shall have the votes specified on
Exhibit"13". Member's votes shall be exercised by each Area's elected or appointed Area
Representative serving on the Association Board who was elected or appointed by the Member's of such
Area. For purposes of the Allocable Assessment Shares which are based upon Square Footage, any
such determination of Square Footage shall be made by Declarant and shall be specified in the records of
the Association and such determination shall be binding upon the Owners of Buildings within the
applicable Commercial Areas provided that if Declarant determines, upon completion of a Building or
thereafter, that there has been an increase or decrease in such Square Footage by more than five
percent (5%), Declarant shall have the right, but not the obligation, to modify the Square Footage and
adjust the Allocable Share Allocation by providing notice to the Association and the affected Owner of the
Building. In determining Square Footage, Declarant shall be entitled to rely upon a projected or actual
square footage which may or may not be consistent with measurements used for other purposes such as
BOMA measurements and any determination by Declarant shall be conclusive as to the determination of
the Square Footage and binding on the applicable Owner. No votes shall be attributed to an Area or
portion thereof until such time as such Area is an Assessed Area and Regular Assessments have
commenced against such Assessed Area.
5.4.1 Members of Board. The Board shall initially consist of three (3) individual to
serve as directors, and may be modified by a majority vote of the then current directors to consist of up to
five (5) individuals to serve as directors, provided that in any event the majority of the directors shall be
appointed by Declarant as a Class C Member for as long as Class C Membership exists. All other
directors of the Association Board shall be appointed or elected by the Subassociation or Owners of each
Area for which no Subassociation exists, as otherwise provided herein or in the Bylaws. The Association
shall be entitled to rely upon any actions taken by an Area Representative for any Area. Upon
termination of Class C Membership, the vacant positions on the Association Board held by appointees of
Declarant shall be reduced so that only one (1) director is appointed by Declarant and directors to serve
in any resulting vacant positions shall be appointed by a majority vote of the remaining directors on the
Association Board; provided at least one(1)director shall be appointed by Declarant as long as Declarant
or a Guest Builder owns any of the Covered Property or Annexable Property. The members of the
Association Board shall otherwise be appointed or elected in accordance with the Bylaws.
5.5 Declarant's Rights to Select Director. In any election of Directors, so long as
Declarant or a Declarant Party or a Guest Builder owns any of the Covered Property or the Annexable
Property, the Board shall adopt special procedures to ensure that at least one (1) Director is selected by
Declarant. A representative to the Board selected by Declarant pursuant to the provisions of this Section
may be removed prior to the expiration of his or her term of office only with the prior consent of Declarant.
5.6 Special Benefit Area Approvals. Notwithstanding any other provisions of the
Governing Documents, any action expressly for the benefit of or imposing an obligation only upon a
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Special benefit Area, which requires a vote of the Members, shall require only the approval of the
prescribed percentage of Voting Power within the Special Benefit Area.
5.7 Dissolution of the Association. If the Association as a corporate entity is dissolved,
a non-profit unincorporated association shall, without further action or notice, be formed to succeed to all
of the rights and duties of the Association. The affairs of such unincorporated association shall be
governed by the Bylaws and this Declaration as if they were created for the purpose of governing the
affairs of an unincorporated association.
5.8 Joint Owner Votes. The voting rights allocated pursuant to Section 5.2 may not be
cast on a fractional basis. If the joint Owners of a Parcel, or Individual Interest are unable to agree on an
Area Representative pursuant to Section 5.4,they shall forfeit the vote on the matter in question. If any
Area Representative exercises the voting rights of a particular Area or Individual Interest, it will be
conclusively presumed for all purposes that such Area Representative was acting with the authority and
consent of all other Owners of the same Area.
5.9 Board. The Board shall consist of the Directors described herein and in the Bylaws.
5.10 Authority of Subassociations. A Subassociation shall have the full power and
authority, in accordance with its respective Individual Interest Declaration, to take any and all actions on
behalf of, and to bind, the Individual Interest Owners subject to its jurisdiction. 'The Association shall not
be liable to any Individual Interest Owner if the Association, acting in good faith, accepts any consent or
approval by the Subassociation.
ARTICLE 6
POA ASSESSMENTS
The Association will levy and collect various types of POA Assessments from the Owners to
provide it with the funds it needs to perform its duties and obligations under this Declaration and
Governing Documents and for such other purposes as provided in this Article. For any Areas with a
Subassociation, it shall be the responsibility of the Subassociation to collect the Assessments from the
Individual Interest Owners subject to the jurisdiction of a Subassociation. This Article describes the
Assessments which can be levied by the Association, the procedures for collection of such Assessments
and the rights and remedies if such Assessments are not paid when due. POA Assessments levied by the
Association are not to be confused with PID Assessments levied by the Town and described in the
Service and Assessment Plan and which are separate from POA Assessments and not governed by the
Association.
6.1 Creation of Obligation for Assessments. The Association shall establish, allocate,
levy and collect the Assessments. Declarant hereby covenants, and each Owner of a Parcel or Individual
Interest, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is
deemed to covenant and agree, to pay to the Association all Assessments levied pursuant to the
provisions of this Declaration against any Parcel or Individual Interest owned by the Declarant or such
Owner, as applicable. All Assessments levied hereunder, together with any Additional Charges, shall be
a charge on the land and shall be a continuing lien upon the Parcel or Condominium against which each
such Assessment is made, the lien to be effective upon recordation of a notice of delinquent
Assessments. Each such Assessment, together with any Additional Charges, shall also be the personal
obligation of the Person who was the Owner of the Assessed Area at the time when the Assessment fell
due and shall bind that Person's heirs, devisees, personal representatives, successors and assigns.
Unlike the lien for non-delinquent Assessments, the personal obligation for delinquent Assessments shall
not pass as a personal obligation to successive Owners unless expressly assumed by such successive
Owner. No such assumption of personal liability by a successive Owner shall relieve any Owner against
whose Parcel the Assessment was levied from personal liability for delinquent Assessments that were
due during the prior Owner's period of ownership. If more than one Person was the Owner of a Parcel,
the personal obligation to pay such Assessment shall be both joint and several. No Owner shall be
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exempt from liability for Assessments by waiver of the use of any of the Association Property or
Association Maintenance Areas by the destruction or abandonment of such Owner's Parcel. With respect
to any Individual Interests for which a Subassociation has been formed, the Subassociation shall be
responsible for the collection of the Assessments herein which obligation shall be an absolute obligation
of the Subassociation, notwithstanding that an Individual Interest Owner may be delinquent in the
payment of Assessments.
6.2 Purpose of Assessments. The Assessments levied by the Association shall be used
to perform the obligations and duties of the Association and to undertake the powers of the Association
under Governing Documents.
6.3 Regular Assessments. Regular Assessments ("Regular Assessments") shall be
established when the Association approves the Annual Budget for that Fiscal Year,which Annual Budget
shall be prepared in accordance with the provisions of this Declaration and the Governing Documents
and Applicable Laws. Regular Assessments shall be calculated as provided in Section 6.8 below and
shall be payable in monthly installments. Increases to Regular Assessments shall be subject to the
limitations set forth in Section 6.9. A Guest Builder's obligation for such Regular Assessments may be
reduced in accordance with the terms of any maintenance or subsidy agreement executed by a Guest
Builder and the Association (with the prior consent of the Declarant). Declarant shall not be liable for any
Regular Assessments for any portions of the Covered Property owned by it.
6.4 Special Assessments. If after the Assessment Commencement Date the Association
determines at any time that the estimated total amount of funds necessary to fund the Common
Expenses of the Association for a given Fiscal Year is or will become inadequate to meet Common
Expenses for any reason or if funds are required for the construction or replacement of capital
improvements or to fund any operating or reserve deficiencies, or if the Association elects to fund any
deficit under the PID Maintenance Agreement with respect to the maintenance of PID Improvements, the
Association may levy a special assessment ("Special Assessments") in order to raise funds, for such
purposes or such other purposes as the Association in its discretion considers appropriate. Special
Assessments shall be subject to the limitations set forth in Section 6.9. Declarant shall not be liable for
any Special Assessments for any portions of the Covered Property owned by it.
6.5 Special Benefit Area Assessments. The Association may establish Special Benefit
Area Assessments ("Special Benefit Area Assessments") for any expenses incurred in performing the
Special Benefit Area Services. Special Benefit Area Assessments shall be levied to the Owners within a
Special Benefit Area. Unless otherwise specified in a Supplemental Declaration, any Special Benefit
Area Assessment charged for a particularitem or service shall be levied uniformly to the Owners
receiving the benefit of the particular maintenance or service provided by the Association. Declarant shall
not be liable for any Special Benefit Area Assessments for any portions of the Covered Property owned
by it.
6.6 Compliance Assessments. The Association may levy an assessment("Compliance
Assessment") against any Owner and any Subassociation (on behalf of any Individual Interest Owner)
for (a)damage to the Association Maintenance Areas or other portions of Westlake Entrada which the
Association or another Owner is obligated to maintain caused by such party or its Permitted Users, or
(b)bringing such Owner or Individual Interest Owner and its Parcel or Individual Interest, as applicable,
into compliance with the provisions of the Governing Documents. The Association may levy a
Compliance Assessment if an Owner fails to pay such amount when due. Such Compliance Assessment
may include all costs incurred by the Association in curing the default and all costs, including Additional
Charges, expenses and fines related to the cure of the default by the Association. Declarant shall not be
liable for any Compliance Assessments for any portions of the Covered Property owned by it.
6.7 Assessment Types.
6.7.1 Assessment Allocations. Regular Assessments shall be levied based upon the
Allocable Assessment Shares. If a Parcel has multiple Allocation Formulas, the Allocable Share for the
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Owners within such Parcel shall be calculated based upon all the Allocable Shares for the different uses
within the applicable Parcel. The Association ay levy some Regular Assessments to all Owners which
shall be a"General Allocation"and certain Regular Assessments may be allocated to fewer than all of the
Owners as determined by the Association which shall be a "Special Allocation"as provided in the Annual
Budget.
6.7.2 Special Benefit Area Assessments. If any Special Benefit Areas are formed,
the portion of the Regular Assessments budgeted exclusively to any particular Special Benefit Area in a
Special Benefit Area Budget ("Special Benefit Area Assessment Component") shall be assessed
solely to the Owners within the applicable Special Benefit Areas, based upon the Allocable Shares among
all the Owners within the Special Benefit Area subject to such Assessments unless different Allocable
Shares is otherwise specified by Declarant in a Supplemental Declaration.
6.7.3 Other Assessments. Special Assessments shall be allocated in the same
manner as Regular Assessments. Compliance Assessments shall be levied directly to the Owners in a
manner consistent with the provisions of this Declaration and the other Governing Documents.
6.8 Commencement of Assessments. Unless another date is determined by Declarant,
Assessments shall commence against the Covered Property upon the conveyance of the first Parcel to
an Owner by Declarant or the opening of the first business in the Covered Property, whichever is earlier
("Assessment Commencement Date"). In no event shall Declarant be liable for any Assessments on
any portion of the Covered Property owned by it.
6.9 Limitations on Increases to Assessments for Residential Areas. Notwithstanding
anything to the contrary set forth herein, the following limitations are imposed upon increases to the
Regular Assessments and Special Assessments levied against the Residential Areas.
6.9.1 Residential Area. The total amount of the Regular Assessments and Special
Assessments which may be levied against the Residential Areas shall be the Allocable Assessment
Shares set forth on Exhibit"D". If any additional Residential Areas are annexed, the Allocable
Assessment Share shall be set forth in a Supplemental Declaration for the Regular Assessments and
Special Assessments shall be subject to increase on the Adjustment Date of the lesser of the increase in
the CPI Index from the last Adjustment Date,to the current Adjustment Date or two percent (2%) of the
Allocable Assessment Share for the previous five(5)year period. As used herein, "Adjustment Date"for
each Residential Area means the date which is five (5) years after the first conveyance of an Individual
Interest to an Owner by a Guest Builder. The limitation set forth herein shall apply to all Regular
Assessments and Special Assessments, regardless of whether the Regular Assessment or Special
Assessments is attributable to a controllable cost or an extraordinary expense or an emergency
expenditure.
6.9.2 Compliance Assessments. Notwithstanding the limitations set forth above, in
no event shall there be any limitation on the right of the Association to levy a Compliance Assessment
against the Owners within a Residential Area.
6.10 Budgeting. The Association shall prepare, approve and make available to each
Member an Annual Budget, which shall be sufficient to cover all of the Common Expenses of the
Association as provided under the Governing Documents. It shall be the responsibility of any
Subassociation that receives the Annual Budget to provide a copy to the Individual Interest Owners within
its jurisdiction and to collect the Assessments from its Individual Interest Owners payable to the
Association as provided in this Declaration. The aggregate of the Common Expenses reflected on a
Budget for a calendar year shall in no event exceed ten percent (10%) over the aggregate of the
Common Expenses in the Annual Budget for the prior calendar year without the vote or written consent of
the Members representing at least a Majority of the Voting Power of the Association.
6.11 Notice and Assessment Installment Due Dates. The due dates for the payment of
Regular Assessments normally shall be the first day of each month unless some other due date is
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established by the Association. The Association shall provide notice to the Owners of any increase to the
Regular Assessments not less than thirty(30)days prior to the increase becoming due. The Association
may require Special Assessments to be payable in one payment or in installments. The Association shall
provide at least thirty (30) days' prior notice of any Special Assessment, which notice shall specify the
date for the payment of such Special Assessments. In connection with the levy of any Compliance
Assessment, the Board shall specify, in a notice provided by the Association to the Owner, the date for
the payment of the Compliance Assessments (which shall be no later than fifteen (15) days after such
notice is received by the affected Owner or Subassociation). Each installment of Assessments shall
become delinquent if not paid within fifteen (15) days after its due date. Additional Charges shall accrue
with each delinquent installment of Assessments until paid in full.
6.12 Collection of Assessments by Subassociations.
6.12.1 Obligation of Individual Interests to Collect Assessments. Each
Subassociation shall have the obligation on behalf of the Association to collect Assessments levied
against the Individual Interests under its jurisdiction from the Individual Interest Owners and to pay such
Assessments to the Association. The Subassociation shall have the absolute obligation to pay such
Assessments regardless of whether an Individual Interest Owner has paid the amounts allocable to such
Individual Interest Owner by the Subassociation. Without limiting such absolute obligation to pay such
amounts, the Subassociation shall have the obligation to pursue any defaulting Individual Interest Owner
in accordance with the terms of the Individual Interest Declaratiori` If the Subassociation fails to pay the
amounts levied hereunder, then the Association may exercise the rights set forth in Section 6.12 and its
other rights set forth in Article 17. Each Subassociation formed to govern Individual Interests shall have
the duty to cooperate with the Association and to undertake any actions reasonably agreed upon by the
Association to ensure the timely and prompt payment of Assessments. The Subassociation shall have
the obligation, upon request by the Association, to identify the names and addresses of the Individual
Interest Owners within the Subassociation's jurisdiction. The Association shall have the right to inspect
the records of the Subassociation, including, without limitation, any records evidencing the collection
efforts undertaken by the Subassociation.
6.12.2 Election by Association to Collect Assessments. At any time the Association
may elect, in its sole discretion, including without limitation, a determination by the Association that the
Subassociation is not performing its obligations under Section 6.13.2 to collect the Community
Assessments from an Owner in lieu of having the Subassociation collect such Community Assessments,_
in which case the Owner shall pay such Community Assessments directly to the Association when due.
The Association shall also have the right to collect the Assessments from some, but not all of the Owners.
If the Association elects to collect the Assessments, the Association shall either provide notice to the
Subassociation, which shall then provide notice to the Owners or provide notice directly to the Owners.
Any such notice shall specify the date when the Association's election to collect the Assessments shall be
effective, which date shall be no less than thirty(30)days after delivery of such notice.
6.13 Collection of Assessments and Liens.
6.13.1 Right to Enforce. The right to collect and enforce Assessments is vested in the
Board acting for and on behalf of the Association. The Board may enforce the obligations of an Owner to
pay Assessments provided for in this Declaration by commencement and maintenance of a suit at law or
in equity, or the Association may foreclose by judicial proceedings or through non-judicial foreclosure
proceedings pursuant to Section 6.13.5 enforce the lien rights created, except that in no event may the
Association foreclose any lien imposed to collect any fines imposed by the Association. Suit to recover a
money judgment for unpaid Assessments together with all other Additional Charges shall be maintainable
without foreclosing or waiving the lien rights.
6.13.2 Cooperation by Subassociations. Each Subassociation shall have the duty to
cooperate with the Association and to undertake any actions reasonably agreed upon by the Association
to ensure the timely and prompt payment of Assessments. The Subassociation shall have the obligation,
upon request by the Association, to identify the names and addresses of the Owners within the
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Subassociation's jurisdiction and to inspect the records of the Subassociation, including, without
limitation,any records evidencing the collection efforts undertaken by the Subassociation.
6.13.3 Delinquent Assessments. In collecting delinquent Assessments, the
Association shall comply with the requirements of Texas law.
6.13.4 Creation of Lien. If there is a delinquency in the payment of any Assessment or
installments of Assessments, any amounts that are delinquent, together with any Additional Charges,
shall be a lien against the relevant Assessed Area upon the recordation in the Official Records of a notice
of delinquent Assessment ("Notice of Delinquent Assessment") as provided in, and subject to the
requirements of Applicable Laws.
6.13.5 Continuing Right of Association. If the Association has exercised its rights
under Section 6.13.2 of this Declaration to collect Assessments, then in addition to any other rights
provided for hereunder by the Association,the Association shall have the right to file a lien on an Owner's
Parcel or Individual Interest as provided for herein.
6.13.6 Notice of Default; Foreclosure. If the Association is entitled to file a lien as
provided above, the Association may record a Notice of Delinquent Assessment against the delinquent
Parcel (and with respect to any particular Individual Interests, such Parcel certified by the applicable
Subassociation as delinquent, provided that the Subassociation shall not be relieved of its obligation to
pay Assessments to the Association pursuant hereto) and can enforce the lien and may cause the Parcel
or Condominium with respect to which a Notice of Delinquent Assessment has been recorded to be sold
either in the same manner as a sale is conducted under judicial or nonjudicial foreclosure in Texas. The
Association, acting on behalf of the Owners, shall have the power to bid upon the Parcel or
Subassociation at foreclosure sale and to acquire, hold, lease, mortgage and convey the Parcel or
Individual Interest and vote as an Owner of the Individual Interest. With respect to any Individual Interest,
the Association shall file any notices and pursue any liens against the delinquent Individual Interest
Owner and exercise its lien and other powers provided under the Individual Interest Declaration. If the
Subassociation fails to take such action, the Association, may file such notices and pursue such liens or
may exercise any other remedies provided for herein as a result of a breach of the obligations hereunder.
The foregoing shall in any event be subject to any notice, hearing or alternative resolution procedures as
may be required by applicable law now or hereafter.
6.13.7 Application of Payments. Any payments of sums due under this Article shall
first be applied to Assessments owed by the Owner making such payment, and only after Assessments
owed by such Owner have been paid in full shall the payments be applied to Additional Charges owed by
such Owner. If any Owner requests a receipt after payment of a delinquent Assessment, the Association
shall provide a receipt which sets forth the date of payment and the Owner who made such payment.
6.14 Additional Charges. In addition to any other amounts due or any other relief or
remedy obtained against an Owner who is delinquent in the payment of any Assessments, each
Individual Interest and each Owner agrees to pay Additional Charges incurred or levied by the
Association.
6.15 No Offsets. All Assessments shall be payable in the amounts of the particular
Assessment and no offsets against such amounts shall be permitted for any reasons, including, without
limitation, a claim that the Association is not properly exercising its duties of maintenance, operation or
enforcement.
6.16 Personal Liability of Owners. No Owner (other than Declarant) may exempt itself,
himself or herself from personal liability for Assessments, nor any part thereof, levied by the Association,
by waiver of the use of the Association Property, the Association Maintenance Areas and/or facilities
thereof, or by abandonment of such Owner's Parcel or Individual interest.
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6.17 Subordination of Lien to First Mortgagee. The lien of Assessments herein shall be
subordinate to the lien of any First Mortgages as provided in Article 12 below.
6.18 Transfer of Property by an Owner. After transfer or sale of a Parcel, the selling
Owner shall not be liable for any Assessment levied on such Owner after the date of such transfer of
ownership and written notice of such transfer is delivered to the Association. The selling Owner shall still
be responsible for all Assessments and charges levied prior to any such transfer.
6.19 Failure to Fix Assessments. The omission by the Board to fix the Assessments
hereunder before the expiration of any Fiscal Year, for that or the next Fiscal Year, shall not be deemed
either a waiver or modification in any respect of the provisions of this Declaration or a release of a
Subassociation, or any Owner from the obligation to pay the Assessments or any installment thereof for
that or any subsequent Fiscal Year, but the Assessment fixed for the preceding Fiscal Year shall continue
until a new Assessment is fixed.
6.20 Exemption of Declarant. Notwithstanding anything to the contrary contained herein,
the Assessments set forth in this Article shall not apply to Declarant or any Declarant Party with respect to
any portion of the Covered Property owned by Declarant or any Declarant Party; provided, however, the
Declarant shall subsidize any liabilities incurred by the Association (up to an amount not exceeding the
total Assessments that otherwise may be allocated to the portions of the Covered Property owned by
Declarant and/or such Declarant Party) as long as Declarant has the` right and authority hereunder to
appoint a majority of the members of the Board, and the Declarant may, but is not obligated to, lend funds
to the Association to enable it to defray Common Expenses, provided the terms of such loans are on
reasonable market conditions at the time. After the Declarant no longer has the right and authority
hereunder to appoint a majority of the members of the Board, the Declarant shall pay all Assessments
levied pursuant to the provisions of this Declaration against any Parcel owned by the Declarant.
ARTICLE 7
USE RESTRICTIONS
Since Westlake Entrada may consist of many divergent Areas including residential, commercial,
civic, hospitality, hotel and retail and transportation, it is important to establish use restrictions. While the
use restrictions may limit the rights to perform certain activities within Westlake Entrada, the use
restrictions covenants are also intended to protect Westlake Entrada and therefore provide a benefit to all
of Westlake Entrada. Other use restrictions may be established under Individual Interest Governing
Documents. The Association shall have the right and power to also enforce these restrictions for the
benefit of all Parcels within the Covered Property. No uses may be approved by the Association which
conflict with the PID Service and Assessment Plan, and Ordinances #703, #720, #759,# 760 and
Resolution 13-34
7.1 Restrictions Applicable to All the Covered Property.
7.1.1 Restrictions Applicable to all of the Property. The following restrictions shall
be applicable to all of the Covered Property. It shall be the obligation of each Subassociation to enforce
compliance by its Individual Interest Owners of the Governing Documents, including without limitation, the
restrictions set forth in this Article 7, and each Individual Interest Owner, in acquiring title to a Parcel or
Condominium is taking subject to the covenants and restrictions set forth in the Governing Documents
and this Article 7. For purposes of this Article 7, each Individual Interest Owner is obligated to comply
with all of the obligations and restrictions set forth herein and the Subassociation having jurisdiction over
the Individual Interest Owner shall enforce compliance with such restrictions.
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7.1.2 Compliance With Applicable Laws and Entitlement. All Owners shall comply
with all Applicable Laws and Governmental Requirements.
7.1.3 Insurance Requirements. No Subassociation shall do anything that would
materially increase the premiums of any policy of insurance maintained by the Association or any Owner
or would render any portion of Westlake Entrada required to be insured by the Association uninsurable,or
create any valid defense to the Association's right to collect insurance proceeds, or cause any insurance
policy to be cancelled, or cause a refusal to renew the same.
7.1.4 Hazardous Materials. No Owner shall release, generate, use, store, dump,
transport, handle or dispose of any Hazardous Materials within the Property in violation of Environmental
Laws or otherwise permit the presence of any Hazardous Material on, under, or about the Parcels in
violation of Environmental Laws. If Hazardous Materials are released within the Property in violation of
any Environmental Laws and such release occurred as a direct or indirect result of an Owner's or such
Owner's Permitted Users' use, handling, storage or transportation of such Hazardous Materials, such
Owner shall be solely responsible and liable for the prompt cleanup and remediation of any resulting
contamination and will indemnify, protect, defend and hold the Declarant, the Declarant Parties and
Association and other Owners harmless from any and all Claims suffered by or incurred by such
parties,except to the extent caused by the Declarant,the Association or any other Owner.
7.1.5 Emissions. No use shall be permitted on or within any Area which: (a)emits
unreasonable amounts of dust, debris, dirt, cinders, fumes, odors, radiation, gases, or vapors;
(b)discharges contaminated liquid or solid wastes or other toxic, noxious or harmful matter into the
atmosphere or any Utility Facilities which may adversely affect(i)the health or safety of persons or(ii)the
use or enjoyment of the Covered Property or any part thereof; or(c)discharges waste or any substance
or materials of any kind into any public sewer serving the Covered Property or any part thereof in violation
of any Applicable Laws.
7.1.6 Garbage and Refuse Disposal. All rubbish, trash, garbage and recycling shall
be regularly removed or cause to be removed from the Covered Property, and shall not be allowed to
accumulate. All trash shall be fully contained within appropriate trash receptacles and/or recycling
containers. Before deposit in the garbage, trash refuse and recycling collection facilities, all trash,
garbage, recycling and other waste shall only be kept in clean and sanitary containers. Each Individual
Interest and each Owner shall comply with all recycling requirements imposed by the Associatibn or the
Town and other Governmental Requirements.
7.1.7 Antenna Restrictions. No Owner shall install any antenna, satellite dish, or
other over-the-air receiving device("Antenna") (a)on any real property which such Owner is not entitled
to exclusively use or control, as provided in Title 47 U.S.C. §§ 1, et seq., 47 CFR § 1.4000 and any other
Applicable Laws promulgated with respect thereto (collectively "Antenna Laws"), (b)in a particular
location if, in the opinion of the Association, the installation, location or maintenance of such Antenna
unreasonably affects the safety of the Owners or any other Person, or for any other safety-related reason
established by the Association, or(c)that is of a size larger than is permitted under the Antenna Laws. If
an Owner is entitled to install an Antenna under the foregoing requirements, such Owner shall provide the
Association Board with written notice that such Owner intends to install the Antenna and provide evidence
of compliance with the foregoing requirements. If an Owner desires to install an Antenna, other than as
described in (a)through (c)above, such Owner may do so only upon the prior approvals pursuant to
Article 8. The Association shall not impose or enforce any restrictions upon Antennae that are
inconsistent with the Antenna Laws.
7.1.8 Signs. Except for signage approved by Declarant or a Declarant Party, all
signage, and advertising devices or other displays shall be displayed in conformance with the Westlake
Entrada Signage Program, if any, and in conformance with any applicable Governmental Requirements.
Notwithstanding the foregoing, Declarant (and to the extent approved by Declarant, each Guest Builder)
shall have the right to display signs and other marketing displays as set forth in Article 9 and no
approvals shall be required for the placement of such signs and other displays.
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7.1.9 General Parking, Loading and Vehicular Restrictions.
(a) Restricted Vehicles. No vehicle shall be parked on any portion of the
Association Access Roads or Individual Interest Access Roads other than within designated parking
spaces or within other areas designated for parking. No Person shall park, store or keep any operable or
inoperable commercial vehicle bearing commercial signs, lettering or equipment, unless in compliance
with any permit program established by the Association, or dump truck, cement mixer truck, oil or gas
truck, camping trailer, boat, aircraft, mobile home, recreational vehicle, motor home or any other similar
vehicle, except within an enclosed Building or garage or for temporary loading or unloading of such
vehicles in conformance with the Association Rules or, except in connection with the construction of
Improvements. The Association Rules may further define the permitted and prohibited vehicles. No
Person shall conduct repairs, restoration, or painting of any motor vehicle, boat, trailer, all-terrain vehicles
(ATV), unmanned aerial vehicles (UAVS), aircraft or other vehicle upon any exterior portion of Westlake
Entrada unless otherwise authorized by the Association. No parking shall be permitted which may
obstruct free traffic flow, constitute a nuisance or otherwise create a safety hazard. Declarant, in its sole
and absolute discretion, or the Association (with the consent of the Declarant until the Declarant's Rights
Termination Date) may waive in writing all or any portion of the provisions of this Section. No vehicles
used for advertising may be parked within the Association Access Roads or any portion of the Covered
Property if such vehicles are parked for the purpose of advertising without the consent of the Declarant
until the Declarant's Rights Termination Date and thereafter the consent of the Association.
(b) Loading Facilities. Unless approved pursuant to Article 8, all loading
and unloading shall be performed on the Parcel of such Owner, unless a Parcel does not include a
loading and unloading area, in which case an Owner may load and unload or allow its Occupants to load
and unload within areas delegated for such loading and unloading by the Association and any affected
Individual Interest. All Owners shall comply with any Association Rules relating to the loading and
unloading of vehicles.
(c) Parking Spaces. Owners shall only park vehicles within designated
parking spaces within the Association Property and Association Maintenance Areas.
(d) Recreational Vehicles. No recreational vehicles or ATVs or boats may
be parked or stored within the Covered Property (except for temporary loading or unloading) except if
used in conjunction with the Association activities or events as approved by!the Declarant (until the
Declarant's Rights Termination Date)and thereafter approved by the Association.
7.1.10 Oil and Mineral Rights. Except with respect to the Gas Well Pad Site and any
existing rights of the holders of any interest in the oil, gas and/or minerals related to the Covered Property
as of the date_hereof, no oil drilling, oil development operations, oil refining, quarrying, or mining
operations of any kind shall be permitted upon or in any portion of the Covered Property nor, subsequent
to the recording of this Declaration, shall oil wells, tanks, tunnels, or mineral excavations or shafts be
installed upon the surface of any portion of the Covered Property or within five hundred feet(500') below
the surface of such portion of the Covered Property. Except with respect to the Gas Well Pad Site and
any existing rights of the holders of any interest in the oil, gas and/or minerals related to the Covered
Property as of the date hereof, no derrick or other structure designed for use in boring for water, oil or
natural gas shall be erected, maintained or permitted upon any portion of the Covered Property.
7.1.11 Responsibility for Damage to Association Property or Association
Maintenance Areas. No Owner shall cause any damage to the Association Maintenance Areas. Should
any Owner or the Individual Interest Owner or their respective Permitted Users cause any damage to
sidewalks, curbs or other rights-of-way, or to any Association Maintenance Areas, the Association or the
Declarant shall have the right to (a)either repair such damage on behalf of the Owner or Individual
Interest Owner and charge the cost thereof to the Owner as a Compliance Assessment or(b) require the
Owner or Individual Interest Owner to promptly and fully repair such damage at the Owner's or Individual
Interest Owner's expense. In the event such damage is repaired by the Association or Declarant, the
Owner shall immediately reimburse the Association for the full costs of repair. Each Owner and
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Subassociation shall be liable to the Association and the other Owners and Subassociation, including
Declarant, for any damage to any of the Association Property and Association Maintenance Areas that
may be sustained by reason of the negligence of that Owner or Individual Interest Owner or its Permitted
Users or Individual Interest Owners. It shall be the responsibility of each Subassociation to collect any
amounts owed hereunder from its Individual Interest Owners.
7.1.12 Temporary Structures. No trailer, mobile home, tent, shack or other
outbuildings shall be kept within the Covered Property, except(a) in connection with construction (b)any
tents or temporary structures associated with any events sponsored by or authorized by the Association,
the Declarant, or the applicable Subassociation or Owner and (c)storage sheds which conform to the
Governing Documents.
7.1.13 Established Drainage and Use of Shared Private Stormwater Systems and
Shared Private Sewer System.
(a) Established Drainage. There shall be no interference with the
established drainage within the Covered Property unless adequate provisions have been established for
proper drainage which is approved by pursuant to Article 8. "Established Drainage" is defined as the
drainage which existed at the time the final grading and the drainage improvements were originally
completed by Declarant or an Owner in conformance with plans approved by the Town. "Established
Drainage" refers to both surface drainage and subsurface drainage, if any. No Owner shall modify or
alter the established drainage in a manner which will impair or prevent any surface drainage which drains
into the Shared Private Stormwater Systems from draining into such Shared Private Stormwater Systems
or any other drainage systems within the Covered Property. Any Subassociation or Owner or Individual
Interest Owner that changes the established drainage shall be responsible for any damages which might
result.
(b) Obstruction and Interference with Sewer and Storm Drain Systems.
No Owner or Individual Interest shall cause any obstructions or blockage of the Shared Private
Stormwater Systems and the Shared Private Sewer Systems.
(c) Stormwater.
(i) Compliance With Requirements Regarding Storm Water
Pollution. The National Pollutant Discharge Elimination System ("NPDES"), the Federal Clean Water
Act, and the policies and ordinances of the Town prohibit, with minor exceptions, discharging anything
other than natural storm water into storm drain systems,which include gutters and streets which drain into
storm drains, and naturally occurring water flows, channels, stream beds, and canyons. The Association,
Owners and the Industrial Interest Owners shall not dispose of any substance into the Shared Private
Stormwater Systems or any other stormwater facilities within the Covered Property that will cause a
violation of Applicable Laws and Governmental Requirements. Solid waste, garbage, rocks, sand, lawn
clippings, yard waste, detergents, pet waste, toxic chemicals, fertilizers, or hydrocarbon compounds
(including, without limitation, gasoline, motor oil, antifreeze, solvents, paints, paint thinners, and wood
preservatives)and any other such materials or pollutants shall not be discharged into any street, public or
private, gutters, or into storm drains or storm water conveyance systems. Disposal of such pollutants and
materials into a storm drain system may result in significant penalties and fines and that the Association,
and each Owner and Individual Interest Owner may be responsible for any activities by their respective
contractors (e.g., painters, landscapers) who dispose of such pollutants into a storm drain system. Use
and disposal of all toxic chemicals, hydrocarbon compounds, pesticides, fungicides, herbicides,
insecticides, fertilizers, and other such chemicals shall meet all federal, state, and Town requirements
and requirements of any other Governmental Agencies having jurisdiction over the Covered Property. All
such materials shall be stored in a way that prevents their contact with storm water. All Owners and
Individual Interest Owners and the Association are required to comply with the foregoing restrictions and
should consult with the Town and other Governmental Agencies concerning the proper storage, use, and
disposal of any Hazardous Materials. Dumping any such materials into sewers, gutters or storm drains is
a violation of Applicable Laws.
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(ii) Storm Water Pollution Prevention and Best Management
Practices. All landscaping shall be maintained in a manner that will prevent soil erosion and minimize
sediment transport. There shall be no blowing, sweeping, hosing or otherwise causing any debris or
erosion to enter the streets, storm drains or other drainage conveyances. To the extent that the
Declarant has installed any erosion protection devices (e.g., sandbags), such devices shall not be
removed unless and until all landscaping has been installed, and has been sufficiently grown so as to
prevent soil erosion and transport of any sediment. Except when disposing of trash, all trash receptacles
shall be covered and closed at all times. The Association and the Owners shall comply with all applicable
best management practices and perform all maintenance that may be imposed by the water quality
management plan(s)that may affect the Covered Property. The costs of the Association's portion of such
maintenance and compliance with such requirements shall be treated as Common Expenses.
7.2 Use Restrictions Applicable to the Residences. The following restrictions shall
apply to the Residential Areas and the Residences located therein.
7.2.1 Occupancy. Each Residence shall only be used as a Residence and for no
other purpose. An Owner may rent or lease a Residence provided that the Residence is rented pursuant
to a lease or rental agreement that is(a)in writing and (b)expressly made subject to all of the provisions
of this Declaration and the other Governing Documents. Every lease or rental agreement for a Residence
in the Covered Property shall state that a Lessee's failure to comply with the Governing Documents shall
be a default under such Lease. No Owner may lease such Owner's Residence for hotel, motel or
transient purposes. Any lease which is either for a period of fewer than thirty (30) days or pursuant to
which the lessor provides any services normally associated with a hotel, shall be deemed to be for
transient or hotel purposes. Any Owner who shall lease his or her Residence shall be responsible for
assuring compliance by such Owner's Lessee.
7.2.2 Business or Commercial Activity. No Residence may be used for any
business, commercial, manufacturing, mercantile, storage, vending or other nonresidential purposes,
including without limitation any activity for which the provider is compensated or receives any
consideration, regardless of whether the activity is engaged in full or part-time, generates or does not
generate a profit, or requires or does not require a license. This Section does not preclude any of the
above-described activities without external evidence thereof, provided that: (a) such activities are
conducted in conformance with all Applicable Laws and;(b)the existence or operation of such activities is
not apparent or detectable by sight, sound or smell from outside the boundaries of the Building. The
foregoing restrictions shall not apply to any leasing and sales offices operated by the manager of a
Subassociation, or(c)an investor/owner engaged in the sale of Residences.
7.2.3 Signage within Residential Areas. No sign, advertising device or other display
of any kind shall be displayed within the Residential Areas, except for the following:
(a) entry monuments, community identification signs, and traffic or parking
control signs maintained by the Owner or Individual Interest;
(b) for each Individual Interest, one (1) nameplate or similar Owner name or
address identification which complies with the Design Guidelines;
(c) for each Individual Interest, one (1) sign advertising the Individual
Interest for sale or lease that complies with the following requirements:
(i) The sign is a reasonable size; and
(ii) The sign is in compliance with the Design Guidelines, the
Westlake Entrada Signage Program, if any, or is otherwise authorized by the Design Review
Committee;
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(d) noncommercial signs to the extent permitted under the Design
Guidelines; and
(e) such other signs or displays authorized by the Board of Directors.
In addition to the foregoing, all signs must comply with all Applicable Laws. Notwithstanding the
foregoing, Declarant shall have the right to display signs as set forth in Article 10 of this Declaration.
7.2.4 Installations. Projections of any type are not permitted above the roof of any
Residences, Buildings or other Improvements, except chimneys, vent stacks and air conditioning units
originally installed by Declarant or otherwise approved in writing pursuant to Article 8. No patio cover,
awning, bay window, wiring, or air conditioning fixture, water softeners, or other devices may be installed
on the exterior of a Residence or be allowed to protrude through the walls or roof of the Residence, other
than those items installed during the original construction of the Residence, Building or other
Improvement or otherwise approved in writing pursuant to Article 8.
7.2.5 Balconies and Decks. No spas, jacuzzis or other water features shall be
permitted in any balcony or deck area originally installed by Declarant or Guest Builder, or otherwise
approved in writing pursuant to Article 8. All furniture within a balcony or deck area shall be maintained
in a clean and attractive condition. Nothing shall be hung from or attached to any balconies or deck or
railings enclosing such balconies or decks. Furniture, furnishings, umbrellas, planters, equipment and
other materials kept or stored on any balcony or deck area shall be of a neutral color harmonious with
and not in conflict with the color scheme of the exterior walls of the Building. No Owner shall use any
balcony or deck areas for storage purposes, including,without limitation, the storage of bicycles.
7.2.6 Animals. No livestock, constrictor or poisonous reptiles, or poultry shall be kept,
maintained, or bred in any Residence. Dogs and cats may be kept in reasonable numbers, provided such
animals are not kept, bred or raised for commercial purposes. The dog prohibition shall be extended to
any dog which demonstrates a propensity for aggressive behavior. It shall be the obligation of each
Subassociation to enforce these dog breed restrictions. Notwithstanding the foregoing, the Association
Rules may further limit or restrict the keeping of such pets. The Association shall specifically have the
power to prohibit the keeping or maintenance of any animal,which, in the opinion of the Board, is deemed
by the Board to constitute a nuisance (which includes without limitation any nuisances associated with
barking, smells or as a result of the dangerous nature of the animal)to any other Owner in the sole and
exclusive opinion of the Board . Each person bringing or keeping a pet within the Covered Property shall
be absolutely liable to other Owners and their Permitted Users for any damage to persons or property
caused by any pet brought upon or kept upon the Residential Property by such person or by his or her
Permitted Users. Each Owner shall clean up after such animals that have deposited droppings. The
Association shall have the right to enforce the requirement for pet waste cleanup by imposing fines with
pet owners found to violate this provision. Animals belonging to Owners or Permitted Users of any Owner
must be kept within an enclosure or on a leash held by a person capable of controlling the animal when
outside the Residence. Animals shall not be left unattended on any balconies, patios or yards.
7.2.7 Unsightly Articles, Outside Drying and Laundering. No unsightly articles
shall be permitted to remain within any Residence so as to be visible from any other portion of Westlake
Entrada. No clotheslines shall be installed on the exterior areas of a Residence in such a manner as to
be visible from any portions of the Covered Property. No clothing or household fabrics shall be hung,
dried or aired outside any Residence and no lumber, grass, shrub or tree clipping or plant waste, metals,
bulk materials or scrap or refuse or trash shall be kept, stored or allowed to accumulate within the exterior
areas of any Parcel or Condominiums, except within an enclosed structure or container or otherwise
appropriately screened from public view. Composting and capturing rainwater will be allowed so long as
contained and enclosed in containers in conformance with the Design Guidelines, the other Governing
Documents and any Individual Interest Governing Documents. Bicycles must be stored inside buildings
or in approved bike racks within Westlake Entrada. Bicycles may not be locked to trees or street signs.
The Association retains the right to remove bicycles from public spaces within the Covered Property.
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7.3 Use Restrictions Applicable to Commercial Areas. The following restrictions shall
apply to any Commercial Areas within the Covered Property.
7.3.1 Prohibited Uses. No portion of any Commercial Areas within the Covered
Property shall be used for any of the following purposes:
(a) Except for materials stored within the Gas Well Pad Site in compliance
with all Applicable Laws and as necessary for the permitted drilling, production, storage and/or
development of the oil, gas and other minerals from such Gas Well Pad Site, the storage or sale of
explosives or fireworks;
(b) Any distillation or refinery facility(except that a microbrewery or distillery
for wines or spirits in connection with a wine bar or other spirits bar shall be permitted);
(c) Any betting facility;
(d) Any indecent or pornographic uses, adult bookstore, peepshow store, or
any other similar store or club; and any business devoted to sale of articles and merchandise normally
used or associated with illegal or unlawful activities, including, without limitation, the sale of paraphernalia
used in connection with marijuana, cocaine or other controlled drugs or substances; provided, however,
that the restriction does not apply to the sale of any book or magazine that would otherwise be restricted
hereby by a place of business selling a general range of books or the sale or rental of any movies or other
media by a place of business selling or renting a general line of movies or other media; provided further
that the restriction does not apply to the sale of controlled substances and related supplies by prescription
or for health and medical purposes by a nationally recognized retail pharmacy (i.e. CVS Pharmacy or
Walgreens);
(e) Any massage parlor except that this restriction is not intended to cover
any day spas, any spas which are ancillary to a use otherwise permitted hereunder(e.g., spas in hotels,
residential buildings, etc.) or to stores offering massages operating in a manner similar to a Massage
Envy;
(f) Any tattoo parlors or body piercing business;
(g) Any business which primarily operates as a check cashing facility;
(h) Any pawn shop;
(i) Any commercial laundromat or dry cleaning facility or store, except that
laundry facilities in connection with a gym or residential use and "drop off'for dry cleaning(so long as the
actual dry cleaning is conducted at a site outside the Project)shall be permitted;
(j) Any automobile body shop or repair operation, including automobile
servicing or repair work (e.g., oil change, tire change, body or paint shop, tune up, brake or muffler
service);
(k) Any gasoline station, automobile service station or truck stop;
(1) Any mortuary, crematorium or funeral home;
(m) Any storage, display, sale or leasing of new or used trucks, recreation
vehicles, mobile homes or large recreational boats (but not including display, sale or leasing of small
water crafts such as canoes and kayaks), used car lots, or any sales or leasing of new or used trucks,
recreation vehicles or mobile homes within any exterior portion of the Property, or any rental car facility or
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storage, display or sale of new cars with more than twenty (20) spaces for vehicles in a surface parking
lot provided this restriction shall not apply to zip cars,flex cars or similar car programs;
(n) Any second hand store, surplus store or fire sale, bankruptcy sale
(unless pursuant to a court order), auction house (other than upscale auction houses) or similar
merchandise liquidation operation, provided that outlet stores, antique stores, high quality secondary
merchandise stores, and the second-hand sale of books, records, videos, compact discs, computer
hardware and software,clothing,and sporting goods, such as, by way of example only, "Kid-to-Kid,""Play
It Again Sports"or"Tuesday Morning,"shall be allowed;
(o) Any veterinarian or veterinary hospital (except that this prohibition shall
not prohibit pet shops/stores even if such pet shop/store provides boarding services, a pet "day care,"
and/or veterinary services);
(p) Any manufacturing, industrial, warehouse, processing, rendering,
distilling(except to the extent permitted under Section 7.3.1(b), refining or smelting facility, except for any
manufacturing activities associated with a retail use, such as, by way of example only, 'Build-a-Bear"or a
paint your own pottery use;and
(q) Any excessive quantity of dust, dirt, or fly ash; provided, however, this
restriction (u) does not apply to any construction within the Property performed in accordance with the
requirements of this Declaration.
7.3.2 Venting for Restaurant Use. Any fuel, gas or other substances used in the
operation of a restaurant or the preparation of food and beverages within the Property must be vented
through a venting system approved pursuant to Article 8 which is in compliance with all Applicable Laws.
Any fire or other hazardous gas used in the operation of a restaurant or the preparation of food and
beverages must be used in compliance with all Applicable Laws.
7.3.3 Unoccupied or Refurbished Areas. During any period that a space within a
Building is unoccupied, the Owner shall take such reasonable steps as required by Declarant or by the
Board to keep those portions.of the Project visible from public areas or any other portions of the Property
from appearing abandoned. Such reasonable steps shall include, without limitation, the installation of
neutraT screens or shades in conformance with any requirements of the Town and the Design Guidelines
and maintaining such portion of the Project free of stored materials, clean and otherwise in a condition
such that it is not readily apparent that business is not being conducted therein.
7.3.4 Signs. Except for signage approved by Declarant or otherwise approved
pursuant to Article 8, all exterior signage and exterior advertising devices or other displays within the
Commercial Areas shall be approved in accordance with the provisions of Article 8.
7.3.5 Gas Well Pad Site. The use and operation of the Gas Well Pad Site must be ion
conformance and in compliance with all Applicable Laws.
7.3.6 Teatro Merida. The Teatro Merida shall be operated and used as a
amphitheater for live performances, special events and ancillary uses, as may be permitted under any
and all Applicable Laws and subject to any permitting requirements of the Town.
7.4 Construction Work.
7.4.1 Performance of Work. All Work, including the initial construction of any
Buildings and any Work after the initial Construction Work, shall be performed (a)during the time frames
permitted in the Design Guidelines and in a manner that does not unreasonably impair or unreasonably
interfere with the use, operation, occupancy or enjoyment or ingress to and egress from any portion of
Westlake Entrada or any Improvements located thereon by any other Owner or its Permitted Users; (b) in
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a good and workmanlike manner; (c) in conformity with this Declaration and all Governmental
Requirements;(d)in a manner so that all safety measures reasonably required to protect the Association,
the Owners and their respective Permitted Users from injury or damage that may be caused by or result
from such Construction Work are taken; (e)so as not to cause any unreasonable construction on any
portion of the Project through the placement or operation of any equipment,construction materials, debris
or loose dirt related to such Work; and (f)in accordance with plans and specifications approved pursuant
to the terms of Article 8. Upon commencement of any Work, the Owner shall diligently pursue the Work
to completion. Any damage occurring to any portion of the Project as a result of Construction Work shall
be the responsibility of the Owner performing such Construction Work or causing such Construction Work
to be performed and shall be repaired by such Owner promptly upon the completion of such Construction
Work, at such Owner's sole cost and expense,to the same condition as existed immediately prior to such
Work.
7.4.2 Fencing Off Construction. Unless otherwise waived by the Association, any
Person undertaking any Work shall, at its sole cost and expense, fence off or cause to be fenced off any
Work performed by such Person on any Parcel, provided, however, that no fencing off shall prevent the
ingress, egress and access by other Owners or their Permitted Users from their Parcels to the adjacent
streets serving the Project. Fencing shall be of such a material and of such a height as is reasonably
necessary to protect existing Improvements in the Property from unreasonable dust, debris, and other
inconveniences occasioned by such Construction Work and to protect the Owners and their respective
Permitted Users from safety hazards resulting from such Construction Work.
7.4.3 Dust. Dust from all Construction Work shall be controlled at all times by watering
down the construction site or by any other method permitted under Governmental Requirements and
approved by any Governmental Agencies in connection with the issuance of a construction permit(to the
extent such approval is required). Any sandblasting activities shall be restricted to the water-type method
or any other method permitted under Governmental Requirements. Each Owner shall prevent
construction debris from entering into any of the Shared Stormwater Drainage Facilities and Shared
Private Sewer Lines. The Owner on whose behalf such Construction Work is being performed shall be
responsible at its sole cost and expense for keeping all portions of the Association Maintenance Areas on
its Parcel (or causing the same to be kept) reasonably clean and free of dust, debris and mud caused by
such Construction Work on a daily basis.
7.4.4 Orderly Site. Any Person performing any_Construction Work shall keep the
portions of the Project affected by such Construction Work in a neat and orderly condition during
construction periods; provided, however, that normal construction activities and parking in connection with
Construction Work on a Parcel conducted in accordance with this Declaration, the Design and
Construction Guidelines and all applicable Governmental Requirements shall not be considered a
nuisance or otherwise prohibited by this Declaration. Trash and debris related to the Construction Work
shall not be permitted to accumulate on any Parcel.
7.4.5 Emergency Work. Notwithstanding any other requirement contained in this
Declaration, in the event of an Emergency,the Association or an Owner may undertake any Construction
Work reasonably necessary to remedy the Emergency, provided that,the Association or such Owner acts
in good faith and in accordance with all Applicable Laws gives notice thereof to the Association and to
any affected Owners upon the occurrence of the Emergency or as soon thereafter as reasonably possible
and otherwise conforms, to the extent practicable,to the applicable provisions of this Article 7.
7.5 Exemption of Declarant. The restrictions set forth in this Article shall not apply to
Declarant so long as Declarant or a Declarant Party owns any portion of the Covered Property or the
Annexable Property. To the extent not in conflict with the Governing Documents, Declarant shall also
have the right to waive compliance with the provisions of this Article 7 prior to the issuance of a
certificate of occupancy for a Parcel.
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ARTICLE 8
DESIGN REVIEW AND ARCHITECTURAL STANDARDS
To maintain the architectural integrity and to protect and preserve the value of Westlake Entrada,
the Association is charged with the responsibility of architectural review over Westlake Entrada. The
Association shall have the right to delegate any of its review and approval rights to a Subassociation, and
in such case, the role of the Association for design review shall primarily be an oversight role to ensure
the Maintenance Standards and the Design Guidelines are being implemented. If the Association does
not delegate any of its approval rights to a Subassociation, then to minimize the administrative burden on
the Association, the applicable Subassociation will submit their applications directly to the Association on
behalf of the Individual Interest Owners. No architectural controls or designs may conflict with or
supercede the standards established in the Zoning Ordinance#760 Design Guidelines
8.1 Non-Applicability to Declarant or Guest Builders. The provisions of this Article shall
not apply to any Improvements installed by the Declarant or approved in writing by Declarant, and the
Association shall not have any rights of review or approval with respect thereto.
8.2 Reviewing Party. As used herein, references to the Reviewing Party means the
Association or any Design Review Committee appointed by the Association or any Subassociation to
whom the Association has delegated its review rights hereunder.
8.3 Scope of Required Review of Plans. No construction, installation or alteration of any
Building Exteriors or other Improvements within any exterior areas or visible from the exterior of the
Covered Property may be commenced until the Plans therefor have been submitted to and approved in
writing by the Reviewing Party. If approval of the Association is required, complete plans and
specifications, showing the nature, kind, shape, scope, materials and any other information required by
the Design Guidelines ("Plans") shall be submitted to the Reviewing Party as provided below. For any
Subassociation, the Association may require the Plans to be submitted by a Subassociation on behalf of
the Individual Interest Owners subject to its jurisdiction.
8.3.1 Delegation to an Individual Interest. The Association shall have the right, but
not the obligation to delegate its rights to review the Plans as provided in this Article 8 to a
Subassociation which delegation may be conditioned upon requirements imposed by the Association
regarding the scope of review, reporting requirements to the Association and other requirements deemed
necessary by the Association. If the Association has delegated its review powers, then the role of the
Reviewing Party shall be limited to ensure conformity of Plans to the Community Standards and any other
requirements of the Governing Documents. If the Association has delegated such powers as provided
above, and the Association, in its sole discretion determines that the Subassociation is not performing its
obligations and is not enforcing the Community Standards as it relates to architectural review, then the
Association may revoke such delegation of architectural and design review and resume performance of
the review under this Article 8. To the extent the review rights have been delegated under this Section or
Section 8.3, reference to the Reviewing Party shall, as the context requires, refer to the applicable
Subassociation reviewing the Plans.
8.4 Design Review Committee. The Association shall review all Plans unless the
Association appoints a Design Review Committee, in which case approval of Plans shall be completed by
the Design Review Committee. If a Design Review Committee is established, the Design Review
Committee shall consist of not less than three (3) members, each of whom shall serve a term of three(3)
years, and all of whom shall be appointed by Declarant until the Declarant's Rights Termination Date.
Notwithstanding the provisions set forth above, Declarant may elect, in lieu of having the Design Review
Committee review Plans by an Applicant within a Commercial Area to review the Plans itself and in such
case, Declarant shall have the right to review such Plans until the Declarant's Rights Termination Date or
such earlier date as Declarant may relinquish its review rights hereunder upon notice to the Association.
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8.4.1 Duties of the Design Review Committee. Unless the Association has
delegated its review rights as specified in this Article 8,the Design Review Committee shall consider and
act upon any request submitted to it under the Governing Documents. It shall also be the duty of the
Design Review Committee to ensure compliance with the architectural standards for Westlake Entrada, to
administer and implement the Design Guidelines and to perform other duties delegated to it by the
Association to ensure that any Improvements constructed within the Covered Property conform to the
Plans approved by the Design Review Committee and to carry out all other duties imposed upon it by the
Governing Documents. The Design Review Committee, in its own name and on behalf of the
Association, may exercise all available legal and equitable remedies to prevent or remove any
unauthorized or unapproved construction of Improvements within the Covered Property. Unless any such
procedures regarding submission of Plans are complied with, such Plans shall be deemed not submitted.
Each Applicant shall be required to obtain the approval of the Design Review Committee of its Plans prior
to its submittal to the Town.
8.4.2 Relationship to Subassociations Review. The Reviewing Party may require
that all Plans be approved by any Subassociation having jurisdiction over the applicable Parcel or
Individual Interest before submitting the Plans to the Reviewing Party for review. Requirements imposed
by the Reviewing Party supersede all conflicting requirements which may be imposed by a
Subassociation. The Design Review Committee's determination of the existence of a conflict or
discrepancy between the requirements imposed by the Design Review Committee and those imposed by
a Subassociation are binding and conclusive upon the Subassociation and any affected Applicant.
8.5 Design Guidelines. The Declarant shall initially promulgate Design Guidelines which
shall thereafter be adopted by the Association.
8.5.1 Application Requirements. The Design Guidelines shall set forth the
necessary documents to be submitted by the applicant to the Reviewing Party.
8.5.2 Construction within Westlake Entrada. The Design Guidelines and/or plan
approval for improvements issued by the Reviewing Party shall include the procedures and requirements
dealing with and pertaining to such issues as:
(a) hours of construction;
(b) scheduling of construction activities;
(c) parking of vehicles used in construction activities;
(d) cleanup of construction work;
(e) limitations and prevention of dust and debris from construction work;
(f) the qualification of contractors that undertake any such construction
work; and
(g) the amounts and types of insurance and/or bonds that must be
maintained by any party who undertakes any such construction work, and such other matters as the
Declarant or the Association deems necessary and appropriate regarding construction work.
8.5.3 Completion of Work. The Design Guidelines shall set forth time periods for
commencement and completion of the work and the appropriate certification that will be required to be
issued upon completion of any construction work.
8.5.4 Inspections. The Design Guidelines shall set forth procedures for inspections
by the Reviewing Party.
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8.5.5 Time Periods for Review. The Design Guidelines shall set forth time periods for
review and approval of applications.
8.5.6 Application Fee. The application for Design Review Committee approval shall
be accompanied by an application fee of One Thousand Five Hundred and No/1000 Dollars ($1,500.00)
for each application for a Residence to be constructed within a Residential Area, and Two Thousand Five
Hundred and No/100 Dollars ($2,500.00) for a Mixed Use Building or any Buildings to be constructed
within a Commercial Area, as a fee and to apply toward payment of any out-of-pocket costs incurred by
the Association in reviewing any Plans. This fee may be increased to include the cost of retaining outside
consultants for purposes of assisting the Design Review Committee in reviewing the Plans. If, during the
review process, the Design Review Committee determines that additional fees will be necessary to cover
additional out-of-pocket costs, the Design Review Committee may require the Applicant to advance any
additional fees before the review can be completed.
8.5.7 Guidelines and Variances. The Design Guidelines may include guidelines for
any proposed work that are not inconsistent with any use restriction contained in this Declaration or
Applicable Laws. The Board may,from time to time and upon request from the Applicant, grant variances
from any guidelines established by the Association.
8.6 Interpretation. All questions of interpretation or construction of any of the terms or
conditions herein shall be resolved by the Reviewing Party, and its decision shall be final, binding and
conclusive on all of the parties affected.
8.7 Performance of Construction Requirements of Construction. The applicant
requesting approval under this Article 8 ("Constructing Party") shall, for any work for which such
approvals must be obtained, perform its construction (a)in accordance with plans and specifications
approved by the Reviewing Party, (b)with due diligence and in a good and workmanlike manner in
accordance with good construction practices, (c) in accordance with practices observed in a first class
mixed use project, and (d)in compliance with all Applicable Laws, the Governing Documents, and any
express conditions to the approval of such construction work imposed by the Reviewing Party or the
Reviewing Party. The Constructing Party shall require any contractors and subcontractors performing
such construction activities within the Project to carry appropriate liability insurance, which names the
Reviewing Party and any party required by the Reviewing Party as an additional insured and shall provide
a c6rtificate of such coverage to the Association prior_to the commencement of such construction. In so
performing such construction, the Constructing Party shall refrain from allowing any accumulation of
refuse on the balance of Westlake Entrada and shall not unreasonably interfere with any other
construction being performed by other Constructing Parties with respect to their construction. Any
construction performed shall not unreasonably or materially impair ingress to any Parcel and shall not
unreasonably disrupt operations of the business and uses within Westlake Entrada.
8.7.1 Interference by Construction. Each Constructing Party agrees that any
construction work to be undertaken by it or its Occupants shall be performed (a) so as not to
unreasonably interfere with any construction work being performed on the remainder of Westlake
Entrada, and (b)so as not to unreasonably interfere with and minimize disruptions of the access to, use,
occupancy or enjoyment of the remainder of Westlake Entrada. Any damage occurring to any portion of
Westlake Entrada as a result of such construction work shall be the responsibility of the Constructing
Party performing such construction work or causing such construction work to be performed and shall be
repaired by such Owner, at such Owner's sole cost and expense, to the same condition as existed
immediately prior to such work promptly upon the completion of such construction work.
8.8 Submittal of As-Built Plans and Record Drawings. If any Constructing Party installs
or makes any alterations to any Shared Utility Facilities, approval of the Constructing Party shall, if so
requested by the Association, provide to the Association a set of as-built plans depicting the location of
the easements for such Shared Utility Facilities, all of which shall be maintained in the management office
of the Association.
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8.9 Conflict With Applicable Laws. In the event there is any conflict between the
requirements or actions of the Design Review Committee and any Applicable Laws,the Applicable Laws,
to the extent that it is more restrictive, shall control and the Design Review Committee shall modify its
requirements or actions to conform to the Applicable Laws; provided, however, that if the Applicable Law
is less restrictive, the provisions of this Declaration or the requirements of the Design Review Committee
shall nonetheless apply. The application by the Constructing Party for review and approval by the
Reviewing Party of any Plans or other submittals by such Constructing Party shall in no way be deemed
to be satisfaction of compliance with any Applicable Laws.
8.10 Liability. The Declarant and the Association, and any member of either shall not be
liable to any Constructing Party for any damage, loss or prejudice suffered or claimed on account of:
(a)the approval or disapproval of. any plans and specifications or other submittals, whether or not
defective; (b)the construction or performance of any work, whether or not pursuant to approved plans
and specifications; (c)the inspection of any work;(d)damage to Westlake Entrada or any property within
Westlake Entrada; or (e)the execution and delivery of an estoppel certificate pursuant to Section 17.2,
whether or not the facts therein are correct; provided, however, that the Reviewing Party has acted in
good faith on the basis of such information as may be possessed by him or her.
8.11 Notice of Non-Compliance or Non-Completion. Notwithstanding any other provision
of this Declaration, after the expiration of one (1)year from the date of completion of the Improvements
for which approval was required to be obtained under this Article 9 as evidenced by a recorded notice of
completion or a certificate issued by an architect or design professional or other Person preparing the
approved Plans, such Improvements, shall be deemed to be in compliance with all provisions of this
Declaration and the other Governing Documents, unless actual notice of such noncompliance or non-
completion, executed by the Board or the Design Review Committee, shall have been delivered to the
Owner, or Subassociation, or unless legal proceedings shall have been instituted to enforce compliance
or completion, within such one (1) year period. Any purchaser or holder of a Mortgage on any portion of
the Covered Property shall be entitled to rely upon such deemed compliance. Notwithstanding the
foregoing, the provisions of this Section 8.11 shall not apply to any Owner who has not obtained the
approvals required under this Article 8.
8.12 Inspection and Correction of Work. For any Improvements as to which the consent
of the Reviewing Party was required, the Reviewing Party and or its duly authorized representatives may
enter upon_any Parcel,from time to time during the course of installation of the Improvements thereon for
the purpose of inspecting such installation. If the Reviewing Party determines that such installation is not
being done in substantial compliance with the approved plans and specifications, it shall notify the
Constructing Party of the Parcel of such non-compliance and such Constructing Party shall promptly
remedy such non-compliance. Nothing contained in this Section shall be construed to require the
Reviewing Party to conduct inspections and any determination by the Reviewing Party, as the case may
be, not to conduct such an inspection shall not be construed as a waiver of any of the requirements set
forth in this Article with respect to the installation of Improvements.
ARTICLE 9
DEVELOPMENT AND OTHER RIGHTS
Given the size and diversify of Westlake Entrada, development will extend over a long period of
time. Declarant requires certain rights to enable Declarant, the Declarant Parties and the Guest Builders
to complete development, marketing and construction for the benefit of all of Westlake Entrada. This
Article describes some of those rights which are in addition to other rights reserved to Declarant under
this Declaration and the other Governing Documents.
9.1 Declarant and Guest Builder Rights. Declarant and the Guest Builders are
undertaking the work of developing, constructing and marketing Westlake Entrada. The completion of the
development work and the marketing, sale, rental and other disposition of the Parcels and Individual
Interest is essential to the establishment and operation of the Covered Property and the Annexable
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Property as a mixed-use community. In order that the work may be completed and Westlake Entrada be
established and operated as an integrated mixed-use community in accordance with Declarant's time
frames, nothing in this Declaration shall be interpreted to deny Declarant and the Declarant Parties the
rights set forth in this Article or any other rights set forth in this Declaration or the other Governing
Documents.
9.2 Access. Declarant, its agents, employees and contractors shall have the right to
obtain reasonable access over and across the Covered Property as is reasonably necessary or advisable
in connection with the completion of the construction, marketing, operation, sale and leasing of Westlake
Entrada.
9.3 Construction. Declarant and its agents, employees and contractors shall have the
right to erect, construct and maintain on the Association Maintenance Areas or within any Building or
Residence owned by it such structures, Improvements, equipment and materials as may be necessary to
accommodate the construction of the Buildings and Improvements within Westlake Entrada and to
maintain construction equipment and personnel in and on the Covered Property. Such rights may include
the right to close off areas to pedestrian and vehicular traffic and the right to store equipment, place
construction trailers and create staging areas.
9.4 Marketing Rights. Subject to the limitations of this Declaration, the Governing
Documents and Applicable Laws, Declarant and any Declarant Party shall have the right to:
9.4.1 maintain or allow structures (including model homes), signs, billboards, banners,
sales offices, storage areas and related facilities on any portion of the Association Property or, with
written consent of the Owner of a Parcel, the Association Maintained Areas as are necessary or
reasonable, in the opinion of Declarant, or with the prior approval of Declarant for the sale, leasing or
disposition of any Parcel, Building or Condominium;
9.4.2 use such portions of the Association Property or, with written consent of the
Owner of a Parcel, the Association Maintained Areas as may be necessary or advisable to complete the
sale or leasing of the Residences and Buildings;
9.4.3 maintain construction, leasing and/or sales offices within the Association
Property or, with written consent of the Owner of a Parcel, within the Association Maintained Areas and
parking areas therein for employees,agents and prospective buyers and Lessees;
9.4.4 place sign, flags, banners, balloons and other promotional advertising materials
on Association Property or, with written consent of the Owner of a Parcel, on Association Maintained
Areas during the marketing and leasing of Residences and other Buildings or any grand openings;
9.4.5 provide ongoing maintenance, operation, service, construction and repairs to the
Association Property or,with written consent of the Owner of a Parcel, the Association Maintained Areas;
9.4.6 increase or decrease the density or change the development plan for any portion
of the Covered Property owned by Declarant or a Declarant Party if Declarant complies with Applicable
Laws and the Governmental Requirements;
9.4.7 enter within or upon the Covered Property in exercising the inspection and cure
rights granted to Declarant under any warranty rights;
9.4.8 make reasonable use of the Association Maintenance Areas and facilities for the
sale of any Parcel, Building or Condominium;
9.4.9 conduct their business of developing and disposing of any Parcel, Building or
Condominium by sale, lease or otherwise;
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9.4.10 To grant, add to or alter the location, size or purpose of easements and lands for
utilities, roads, access, ingress or egress, drainage or financing purposes; or to convey or assign such
easements to the appropriate Governmental Agency, title insurance company or as otherwise set forth in
this Declaration; provided that no easement so granted or modified shall interfere with the then present
use and development of any Parcel, or interfere with the intended development of a Parcel for which
permits have been issued by the Town or for which Plans have been approved by the Association or
Design Review Committee,as applicable;
9.4.11 To permit the Declarant and Declarant Parties and their agents, employees and
contractors to utilize easements, roads, drainage facilities, utility lines and the like within or servicing any
portion of Westlake Entrada;
9.5 Declarant Representative. Until the Declarant, a Declarant Party or a Guest Builder
no longer owns any portion of the Covered Property or the Annexable Property, the Association shall
provide Declarant with written notice of all meetings of the Board and Declarant shall be entitled, without
obligation, to have a representative present at all such Board meetings ("Declarant's Representative").
The Declarant's Representative shall be in addition to any member which the Declarant may have on the
Board and, if Declarant elects to have an additional representative, the Declarant's Representative may
be present in an advisory capacity only and shall not be a Board member or have any right to vote on
matters coming before the Board.
9.6 Declarant and Guest Builder Exemption. The development, construction, marketing
and sales activities of Declarant and each Guest Builder are exempt from the covenants, restrictions and
limitations set forth in this Article. None of the covenants, restrictions and limitations set forth in this
Article or elsewhere in this Declaration shall be applied to the development, construction, maintenance,
marketing or sales or leasing activities of Declarant and with the consent of Declarant, a Guest Builder or
construed in such a manner as to prevent or limit development, construction, marketing, leasing or sales
activities by any Declarant or Guest Builder. This Section shall not be amended or removed without
Declarant's prior written consent until Declarant, the Declarant Party and any Guest Builder no longer
owns any portion of the Covered Property or the Annexable Property.
9.7 Architectural Rights. Declarant, or any Guest Builders or other Person to whom
Declarant may assign by written instrument all or a portion of its exemptions under this Declaration, need
not seek or obtain Design Review Committee approval of any Improvements constructed anywhere on
the Community by Declarant or such Guest Builders or such other Persons. Declarant may exclude
portions of the Community from jurisdiction of the Design Review Committee in a Supplemental
Declaration. Declarant may, at its option, establish an independent design review committee for any Area
or party exempted from the jurisdiction of the Design Review Committee, however, in no case shall the
Declarant or Guest Builder construct any structure that is not compliance with the Zoning Ordinance.
9.8 Exclusive Rights to Use Name of Community. Declarant (and/or other Declarant
Parties and assignees of Declarant)has the exclusive rights to use the name "Westlake Entrada " and all
similar or derivative names, along with all associated trademarks entity names, domain names, and logos.
Except as provided below, no Owner, Permitted User or other Person shall use such trade names, entity
names, or service marks regardless of their interest in the name "Westlake Entrada", for advertising or
any other purpose in any promotional material, whether printed, audio, video, incorporated into a domain
name or otherwise, in any signage, or in any logo or depiction without the prior consent of the Person who
owns such mark, except that a Person operating a business within the Community may use the name
"Westlake Entrada" as necessary to designate the location of the Person's business. In addition, any
name or logo to be used in connection with or displayed on any Signage, or in any sales, rental, or other
materials or documentation related to the use of a Property, shall be subject to Declarant's prior written
consent and shall not contain copyrighted information from Declarant's website or its logos in such sales
materials. Such approval may be given or withheld in Declarant's discretion and may be subject to such
terms and conditions as Declarant deems appropriate.
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9.9 Publicity Release. Each Owner (and any other Person bound by this Declaration)
shall be deemed to have agreed that photographs or film footage taken of participants at any sponsored
event for Westlake Entrada may be subsequently used by Declarant and any other Declarant Party (and
their respective Affiliates, legal representatives, agents, and assigns) for commercial purposes in
advertising, marketing and public relations materials, including, without limitation, newsletters, community
calendars, welcome centers, and websites published or sponsored by Declarant or any Declarant Party.
In addition, by attending sponsored events for each Owner (and any other Person bound by this
Declaration)acknowledges and agrees to allow such use and waives any right to pre-approval, royalties
or other compensation arising from or related to the use of such photographs or film footage, which shall
remain the sole copyrighted property of Declarant and/or the Association.
9.10 Photography of Buildings. Each Owner hereby consents to having the exterior of
any Building constructed within photographed by professional photographers contracted by Declarant or
any Declarant Party or with the prior consent of Declarant, a Guest Builder or their designees, and agrees
that such photographs may be used by Declarant, a Declarant Party or a Guest Builder in advertising and
marketing materials and also may be used to demonstrate design guideline principles applicable to
structures constructed at. All such photographs and all such uses shall be at no cost to such Owner and
such Owner shall allow such uses free of charge and without compensation. The photography crew shall
have the right to enter onto the exterior of the relevant Parcel on the day of the photography session to
conduct its work.
9.11 Declarant's Reversionary Rights. All portions of the Covered Property owned by
Declarant and conveyed to the Association as Association Property shall be subject to a reversionary
right and option in favor of Declarant to reacquire such Covered Property conveyed to the Association as
set forth in this Section 9.11 (the "Reversionary Option"). In the event that any portion of the Covered
Property conveyed by the Declarant or any Declarant Party to the Association as Association Property
becomes the subject of an act of condemnation or is to be deeded or conveyed (whether by plat or
separate instrument)to any Governmental Agency, including, without limitation, the Texas Department of
Transportation (the "Property Subject to Taking"), then the Association shall immediately notify the
Declarant in writing, which notification shall include a description of the Property subject to Taking and the
economic and transaction terms proposed with respect thereto (the "Taking Notice"). Within ninety(90)
days of receipt of such Taking Notice from the Association, Declarant may elect its Reversionary Option
by delivery of written notice to the Association, in which event the Association shall immediately re-
convey the Property Subjectto Taking to the Declarant or to any Declarant Party at Declarant's direction.
During such ninety (90) day period, or until Declarant has elected its Reversionary Option, the
Association shall provide copies to Declarant of any notices, documentation or correspondence sent to or
received from the applicable Governmental Agency with respect to such Property Subject to Taking, and
the Association shall in no event enter into any agreements with the Governmental Agency without the
prior written consent of Declarant. If Declarant does not elect its Reversionary Option within such ninety
(90) day period, then Declarant's Reversionary Option shall expire with respect to such Property Subject
to Taking for the particular transaction identified in the Taking Notice only.
9.12 Amendment. The provisions of this Article may not be amended without the consent
of Declarant or, if approved in writing by Declarant, the prior consent of any Guest Builder,for so long as
Declarant or such Guest Builder owns any portion of the Covered Property or the Annexable Property.
ARTICLE 10
INSURANCE
This Article describes the obligations of the Association and the Owners regarding insurance.
10.1 Insurance to be Maintained by the Association. The Association shall obtain and
maintain the insurance coverages described below.
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10.2 Insured Property. For purposes of this Article 10, the term "Association Insured
Property" means the Association Property and the Association Maintenance Areas and all personal
property and fixtures owned by the Association. To the extent the Association Access Roads and the
Shared Private Drainage System and Shared Private Sewer System cannot be insured at commercially
reasonable rates, the Board may elect not to insure such areas and in such case the Association Insured
Property shall not include such areas.
10.2.1 Property Insurance. The Association shall maintain property insurance for the
Association Insured Property providing coverage at least as broad as an "all-risk" known as Special Form
including terrorism or its equivalent, insuring (a)all improvements upon, within or comprising the
Association Insured Property and (b)all personal property owned or maintained by the Association or its
designee("Property Insurance"). Such insurance shall at all times during the term of this Declaration be
maintained for an amount not less than one hundred percent (100%) of the full insurable replacement
cost of the property to be insured thereunder, as determined annually ("Replacement Value"). Such
coverage may exclude land, excavations, or other items typically excluded from property insurance
coverage on properties similar in construction and location; provided, however, that the Association shall
use commercially reasonable efforts to limit such exclusions to the extent possible. The property
insurance required by this Section shall name the Association as a named insured and such policy shall
contain standard mortgage clauses to protect the Mortgagees.
(a) Payment of Insurance Proceeds. The proceeds from such property
insurance shall be payable to the Association or an insurance trustee ("Insurance Trustee") selected by
the Association to be held and expended pursuant to this Declaration for the benefit of the Association
and the Owners, as their respective interests shall appear. To the extent the costs of such Trustee are
not covered by the policy of Property Insurance or not clearly allocable to one or more Owners based
upon responsibility or liability of such Owner(s)as provided in this Declaration, the costs shall be a
Common Expense. Any Insurance Trustee shall cooperate with the Owners of the Parcels to ensure the
coordinated rebuilding of any Association Maintenance Areas.
(b) Endorsements. The property insurance policy shall contain, to the
extent available on commercially reasonable terms as may be determined by the Board, the following
endorsements or their equivalents: agreed amount, boiler and machinery (to the extent appropriate)
inflation guard, ordinance or law, replacement cost, and such other endorsements as may customarily be
obtained with respect to properties similar in construction, location and use, as may be determined by the
Board.
10.2.2 Liability Insurance. The Association shall obtain and maintain liability insurance
providing coverage at least as broad as a current Insurance Services Office, Inc. ("ISO") commercial
general liability insurance form or its equivalent, insuring the Association against liability arising from the
operation, maintenance and use of the Maintenance Areas or exercise of any of the rights and obligations
under this Declaration or incident to the use of the Maintenance Areas or exercise of any of the rights and
obligations under this Declaration or any other Association owned or maintained personal property and
the performance by the Association of its duties under this Declaration. Coverage for such matters shall
be primary to any coverage provided by any other liability insurance policy maintained by such insureds.
The limits of such insurance shall be not less than One Million Dollars ($1,000,000) per occurrence for
bodily injury and Two Million Dollars($2,000,000)aggregate and excess coverage in an amount not less
than Two Million Dollars($2,000,000). Such policy shall include, if reasonably available as determined by
Board , a cross-liability or severability of interest endorsement insuring each insured against liability to
each other insured.
10.2.3 Workers' Compensation Insurance. The Association shall obtain and maintain
workers' compensation and employer's liability insurance in the amount of at last One Million Dollars
($1,000,000)per occurrence for employees, if any, of the Association to the extent required by Applicable
Laws. The Association shall require any independent contractor who performs any service for the
Association to carry statutory workers compensation and employer's liability insurance in the amount of at
least One Million Dollars($1,000,000)for each accident. The Association shall be named as loss payee.
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10.2.4 Crime Insurance. The Association shall maintain a fidelity bond or commercial
crime policy including coverage for employee dishonesty in an amount equal to at least the estimated
maximum of funds, including reserves, in the custody of the Association or a manager at any given time
during the term of the fidelity bond. The fidelity bonds shall name the Association as obligee and any
commercial crime policy shall name the Association as the named insured and shall insure against loss
by reason of the acts of the Board, officers and employees of the Association, and any manager and its
employees, whether or not such persons are compensated for their services. The Association shall be
named as loss payee.
10.2.5 Directors and Officers Insurance. The Association shall maintain directors
and officers insurance in amounts agreed upon by the Board.
10.2.6 Non-Owner Vehicle Insurance. The Association shall maintain non-owner
vehicle insurance in amounts agreed upon by the Board.
10.2.7 Directors and Officers Liability Insurance. The Association shall obtain
liability coverage for its officers and directors in an amount of not less than One Million Dollars
($1,000,000)each claim.
10.2.8 Other Association Insurance. The Association shall obtain and maintain such
other insurance as the Board, in its discretion, considers necessary or advisable, or as is required by
Applicable Laws.
10.2.9 Provisions Applicable to Association Insurance Requirements.
(a) Board's Authority. The Board is authorized to negotiate and agree on
the value and extent of any loss to Insured Property(but not property excluded from the Insured Property)
under the property insurance policy only carried by the Association, including,without limitation, the rights
for settlement approval. Each Owner irrevocably appoints the Association or the Trustee described in
Section 10.2.1, as that Owner's attorney-in-fact for purposes of procuring, negotiating, accepting,
compromising, releasing, settling, distributing and taking other related actions in connection with the
Association Insured Property under the property insurance policy maintained by the Association and any
losses or claims related thereto and agrees to be bound by the actions so taken as if the Owner had
personally taken the action.
(b) Insurance Policy Requirements. All insurance policies carried
pursuant to this Article shall be issued, placed and maintained with companies rated at least A VII by AM
Best's Insurance Service provided that if, in the exercise of the reasonable business judgment of the
Board, consistent with sound insurance practices, the Association determines that insurance provided by
insurers with ratings consistent with the foregoing is not available at commercially reasonable rates, the
insurance policies may be issued by insurance companies with ratings below the minimum ratings. In the
event any insurer's rating falls below this minimum rating mid-policy year, reasonable provisions shall be
taken to replace said-insurer as soon as practicable.
(c) Cancellation. The policies shall provide that they may not be cancelled
or substantially modified without at least thirty (30) days' prior written notice to the Association or in the
event of a cancellation for non-payment of a premium without at least ten (10)days' prior written notice to
all insureds. If the insurance required by this Declaration is effected by blanket or master policies as
permitted under this Section 10.2, any certificates of insurance provided under this Section 10.2 shall
include schedules attached thereto(with respect to property or building insurance)showing the amount of
insurance afforded by such policies applicable to the Insured Property.
(d) Association to Act on Behalf of Owners. Subject to the provisions of
this,Declaration, each Owner will be deemed to have appointed the Association or any Trustee
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designated by the Association to act on behalf of the Owners in connection with all insurance matters
arising from any insurance policy maintained by the Association.
(e) Waiver of Claims and Subrogation. Each Owner and Individual
Interest Owner for itself and its insurer waives and releases all claims against the Association for any
damage to the real and personal property that the Association is obligated under this Declaration to
insure (including, without limitation, any business interruption, loss of use of such property, loss of rents
or a similar loss or damage).
(f) Deductibles. The Board shall adopt a policy regarding payment of
deductibles on any insurance coverage. Unless the Board determines otherwise, and except as
provided in Section 10.2.7(e) above, the Association shall pay deductibles required under any insurance
claim from Association funds, unless insufficient funds are available to the Association from the
Association's accounts or from funds borrowed by the Association in accordance with this Declaration, in
which event the Association shall levy a Special Assessment, in accordance with the provisions of this
Declaration, with respect to the amount of any such deductible which exceeds funds available to the
Association from Association funds or from borrowing.
(g) Reimbursement. The Association shall pay the portion of any prepaid
premiums paid by Declarant on behalf of the Association and hereby authorize the Declarant to obtain
reimbursement from the funds of the Association.
(h) Unavailability of Insurance. The Association, its directors and officers
shall have no liability to any Owner or Mortgagee if, after a good faith effort, it is unable to obtain any
portion of the insurance required hereunder because the insurance is no longer commercially reasonably
available. In such event, the Board shall immediately notify each Owner and any Mortgagee entitled to
notice that the insurance will not be obtained or renewed.
(i) Periodic Insurance Review. The Board periodically(and not less than
once every three years) shall review the Association's insurance policies and make such adjustments to
the policies'terms and conditions as the Board considers to be in the best interests of the Owners using
its prudent business judgment. If applicable,the review shall include an appraisal by a qualified appraiser
of the current replacement costs of all property under the Association's property insurance policy unless
the Board is satisfied that the current dollar limit of the property insurance policy, coupled with the
amount of actual reserves on hand, is equal to or greater than the current replacement costs.
(j) Summary to the Members. The Association shall periodically
distribute a summary of the Association's insurance policies to the Members.
10.2.10 Copies of Policies. Copies of the property insurance policies and certificates of
insurance shall be retained by the Association and be available for inspection by Members at reasonable
times. All such insurance policies shall provide that they shall not be cancelable or substantially modified
by the insurer without first giving at least thirty(30)days' prior notice in writing to the Owners and Eligible
Holders. In addition to the foregoing, the Association shall provide to the Owners such information
regarding the insurance of the Association as may be required by Applicable Laws.
10.3 Individual Interest and Owner's Insurance Obligations.
10.3.1 Property Insurance. Except for any portions of the Covered Property included
within the Association Insured Property, each Owner shall obtain and maintain at its sole expense
property replacement value insurance coverage sufficient in amount and perils covered to replace and
restore any real property required to be maintained by such Owner and each Owner shall insure the
Buildings and any Improvements required for the operation of its Building together with any exterior areas
and Utility Facilities including any Shared Utility Facilities located on the Owner's Parcel and all personal
property of the Owner and any and all fixtures, furnishings and equipment within the Parcel (collectively
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referred to as the "Owner's Insured Property"). For any Individual Interests, the Subassociation may
maintain such insurance.
(a) No Separate Insurance. No Owner shall separately insure any property
covered by the Association's property insurance policy as described in Section 10.2.1. If any Owner
violates this provision and, as a result, there is a diminution in insurance proceeds otherwise payable to
the Association, the Owner will be liable to the Association and the other Owners to the extent of the
diminution. To collect the amount of the diminution, the Association shall levy a Compliance Assessment
against the violating Owner.
10.3.2 Liability Insurance of Owners. Each Owner shall, at such Owner's sole cost
and expense, maintain liability insurance providing coverage at least as broad as the current ISO
commercial general liability insurance form or its equivalent (including coverage for medical payments),
insuring the Owner against liability arising from the ownership, operation, maintenance and use of the
Areas owned by or subject to the jurisdiction of such Owner. Such policies of insurance shall be written in
companies reasonably satisfactory to the Association. Liability insurance maintained hereunder shall
have limits of liability of not less than Five Million Dollars($5,000,000.00) per occurrence and Five Million
Dollars($5,000,000.00)general aggregate and shall name the Association as an additional insured.
10.3.3 Provisions Applicable to Owners'Insurance Requirements.
(a) Waiver of Claims and Subrogation. Each Owner waives all claims
against the Association for any damage to the real and personal property that such Owner is obligated to
insure under this Section(including, without limitation, any loss of use of such property), except claims
against the Association for property damage to the extent that the damage is caused by the gross
negligence or willful misconduct of the Association. Any property insurance policy obtained by an Owner
must contain a waiver of subrogation rights by the insurer consistent with this Section; provided, however,
that a failure or inability of an Owner to obtain such a waiver from an insurer shall not defeat or impair the
waivers set forth herein between the Owners, on the one hand, and the Association on the other hand.
The waivers of claims and subrogation set forth in this Subsection apply only in favor of the Association
and do not limit or waive, release or discharge any claims that an Owner may have against any third
party, including, without limitation, any contractor, service provider, agent, other Owner, or Permitted
User; provided, however, that such waivers shall also apply in favor of the Association's managing agent
if and to the extent that=the Association has similarly agreed in a written management agreement to a
waiver of claims and subrogation against such managing agent.
(b) Copies of Policies. A copy of the property insurance policies that an
Owner is required to maintain pursuant to this Declaration, or a certificate of such insurance, shall be
delivered to the Association upon request. All policies shall indicate they may not be canceled or
modified without thirty(30) days' prior written notice to the Association. The acceptance of a copy of an
insurance policy by the Association from an Owner shall not constitute a waiver of any of the insurance
requirements set forth herein.
10.3.4 Self-Insurance. The Owners (other than a Subassociation) shall have the right
to satisfy any or all of its liability insurance obligations hereunder by means of self-insurance, but only so
long as: (a)the self-insuring Owner has a tangible net worth of at least$500,000,000; (b)the self-insuring
Owner shall have given the Association at least ten (10) days' advance notice of its status as a self-
insuring Owner, which notice shall include a written statement certified by the self-insuring Owner's
outside auditor or certified public accountant that the self-insuring Owner has a minimum tangible net
worth required by this Section 10.3.4; (c)the self-insuring Owner shall, upon request by the Association
(not more often than once per year), provide an updated a written statement certified by the self-insuring
Owner's outside auditor or certified public accountant that the self-insuring Owner has a minimum
tangible net worth required by this Section 10.3.4; and (d)such self-insurance provides for loss reserves
which are actuarially derived in accordance with accepted standards of the insurance industry and
accrued or otherwise funded. The Association shall have the right and authority to adjust such minimum
tangible net worth amount from time to time to a level that is then commercially reasonable and then
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consistent with self-insurance standards maintained with respect to similar mixed use developments in
the Westlake, Texas area. A self-insuring Owner shall indemnify, defend and hold harmless the
Association, Declarant and any Declarant Parties for, from and against any and all Claims that
would have been covered by the insurance policies otherwise required to be maintained pursuant
to this Section 10.3.4.
10.4 Course of Construction Insurance for Association and Owners. Whenever any
improvements or alterations to any portions of Westlake Entrada (other than Improvements solely within
the interior of a Building) are in the course of construction, builder's risk insurance is required under this
Article to be obtained by the Association or the Owners or to the extent appropriate,as determined by the
Association, shall be carried by the Owner undertaking construction as applicable in builder's risk form
written on a completed value basis, insuring against loss to the extent of at least the Replacement Value
of the Insured Property (excluding foundations and footings, except for earthquake coverage) of that
which is being covered. In the case of construction undertaken by an Owner, the premiums and other
costs associated with such insurance shall be borne exclusively by such Owner, and not the Association,
irrespective of whether such Owner and/or the Association shall be the insured. As a condition to the
approval of alterations or construction within a Parcel, the Owner undertaking such construction shall
provide the Association proof of such insurance in builder's risk form for the alteration or construction
work. The contractor and its subcontractors for any such alterations must provide(a)evidence of General
Liability, Commercial Auto and Worker's Compensation insurance with a minimum of One Million Dollars
($1,000,000) limit of liability for each line of coverage, (b)evidence that the Association and the
applicable Owner, if any, are named as an additional insured on the general liability insurance policy, and
(c)evidence of a waiver of subrogation by their insurers in favor or the Association.
10.5 Association Board Authority to Revise Insurance Requirements. Subject to any
statutory insurance requirements, the Board shall have the power and right to adjust and modify the
liability insurance requirements and other insurance rights for Owners and the Association set forth herein
to require coverage and protection that is customarily carried by and reasonably available to prudent
Owners and associations of projects similar in construction, quality, location and use. If the Association
Board elects to materially reduce the coverage required to be maintained by the Association from the
coverage required in this Article 10, the Board shall make all reasonable efforts to notify the Owner and
Mortgagees of the reduction in coverage and the reasons therefor at least thirty (30) days prior to the
effective date of the reduction. An Owner shall not be in breach of its obligations hereunder solely as a
result of the inability to obtain insurance if, after a good faith effort, the Owner is unable to obtain one or
more of the insurance coverages required hereunder to the extent the insurance is no longer available, or
if available, the insurance can be obtained only at a cost that Association Board, in its sole discretion,
agrees is unreasonable under the circumstances.
10.6 Compliance with Federal Agencies' Requirements. Notwithstanding any other
provisions contained herein, the Association shall continuously maintain in effect such insurance and a
fidelity bond meeting the minimum insurance and fidelity bond requirements for condominium projects
established by the Federal Agencies for so long as the respective Federal Agency is a Mortgagee,
guarantor of a Mortgage or an Owner of a Condominium, except to the extent such coverage is not
available or has been waived in writing by the applicable Federal Agency. If the FNMA or FHLMC
requirements conflict, the more stringent requirements shall be met.
ARTICLE 11
DESTRUCTION OF IMPROVEMENTS
This Article addresses what happens in the event of any damage or destruction to a portion of the
Covered Property. It is the intent of this Article that if there are sufficient insurance proceeds or if the
Members elect to impose a Special Assessment to pay the costs of any shortfalls in the insurance
proceeds or elect to adopt an alternative plan of reconstruction so that the rebuilding can occur, that the
Association have the responsibility and obligation to repair and restore the damaged Improvements.
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11.1 Repair and Reconstruction of Association Insured Property. Except as otherwise
stated in this Article 11, if any of the Association Insured Property is damaged or destroyed by fire or
other casualty, the Association shall effect or cause the Repair (as defined below) of such Association
Insured Property in accordance with the requirements set forth in Section 11.2 and the Owner shall be
responsible for repairing its Building and any other Improvements on the Owner's Parcel not included
within the Association Insured Property.
11.1.1 Restoration of Insured Property When Insurance Proceeds Are Sufficient.
Where insurance proceeds received for the Association Insured Property ("Insurance Proceeds") are
sufficient (excluding deductibles, which shall be paid by the Owners as a Special Assessment, the
Association shall Repair the applicable Association Insured Property, except as otherwise set forth in
Section 11.1.4. If the Association Insured Property is to be Repaired by the Association and the
Insurance Proceeds are sufficient to cover the loss, then the Association shall make such Repairs to the
applicable components of the applicable Association Insured Property in accordance with the
requirements set forth in Section 11.2.
11.1.2 Request for a Depository for Insurance Proceeds. If the cost of repair
exceeds the greater of ten percent(10%)of the Replacement Value of the applicable Insured Association
Property(or Association Maintenance Areas, if applicable) and$500,000, all Insurance Proceeds and any
other monies allocated for the repair, and any borrowings by the Association, shall be deposited with a _
commercial lending institution experienced in the disbursement of construction loan funds (the
"Depository") as selected by the Association. Funds shall be disbursed in accordance with the normal
construction loan practices of the Depository which shall require, as a minimum, that the construction
consultant, general contractor and, if applicable, the architect certify prior to any disbursement
substantially the following:
(a) That all of the work completed as of the date of such request for
disbursement has been done in compliance with the approved plans and specifications;
(b) That such disbursement request represents monies which either have
been paid by or on behalf of the construction consultant, the general contractor or the architect and/or are
justly due to contractors, subcontractors, materialmen, engineers, or other persons (whose name and
address shall be stated) who have rendered or furnished certain services or materials for the work of
repair. Such certificate shall give a brief description of such services and materials and the principal
subdivisions or categories thereof and the respective amounts paid or due to each of said persons in
respect thereof and stating the progress of the work up to the date of said certificate;
(c) That the sum then requested to be disbursed plus all sums previously
disbursed does not exceed the cost of the work insofar as actually accomplished up to the date of such
certificate;
(d) That no part of the cost of the services and materials described in this
Section 11.1 has been or is being made the basis for the disbursement of any funds in any previous or
then pending application; and
(e) That the amount held by the Depository, after payment of the amount
requested in the pending disbursement request, will be sufficient to pay in full the costs necessary to
complete the repair.
11.1.3 Repair Where Funds Are Not Sufficient. If Insurance Proceeds and other
funds available for effecting the required Repairs of the applicable Association Insured Property are not
adequate to complete such Repair, the Board shall levy a Special Assessment to and against each
Owner if the damage is to the Association Insured Property for the costs of such Repairs that are not so
covered by Insurance Proceeds.
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(a) Damage to Parcels. If there is damage or destruction to any Buildings,
Residences or Improvements the Owners may elect not to Repair the Buildings, Residences or
Improvements on its Parcel, in which case the Owner shall remove the damaged Improvements and
debris and landscape its Parcel and maintain the Parcel in a clean, weed-free, and debris-free condition.
Any Association Maintenance Areas on a Parcel shall, if included within the Association Insured Property
be restored by the Association and the Association and the Owner shall cooperate to ensure the
coordinated repair of such areas. With respect to any Utility Facilities or any other Improvements on such
Owner's Parcel which benefit another Owner, the restoring Owner shall cooperate with the benefitted
Owner or the Association as necessary to repair such Utility Facilities.
11.2 Repair Work. Any Repair which is required hereunder shall comply with the
requirements of Article 8 and be undertaken with all due diligence and commercially reasonable efforts,
modified as may be required by applicable building codes and regulations in force at the time of such
Repair. Any changes which require approval under Article 8 shall be obtained pursuant to Article 8 prior
to commencing the Repair.
11.3 Cooperation. In the event of damage to more than one Parcel, or if there is damage to
areas or improvements which the Association is required by this Declaration to Repair, the Owners and
Occupants of each of the Parcels and the Board shall each cooperate in the Repair of their Improvements
and areas of responsibility by coordinating Repair work and providing access where necessary over and
across Westlake Entrada. The Owners acknowledge that since the Association has the primary
obligation for repair of the Association Maintenance Areas, the Association shall have primary control
over any construction and that, subject to the provisions of this Section 12.2.1, the Owners and
Subassociations shall comply with any scheduling or other requirements imposed by the Association to
assure the timely reconstruction of the components of the Association Insured Property which require
repair. The Owners and the Association shall take all appropriate steps before all Repairs are completed
to erect necessary barriers and take such precautions as are reasonable to preclude unauthorized access
to the areas which are being Repaired, and otherwise mitigate dangerous or hazardous conditions within
Westlake Entrada.
11.4 Completion of Repairs. Repairs that are to be undertaken by the Association or the
Owners shall be undertaken and completed as promptly as reasonably possible under the circumstances,
subject to delays that are beyond the reasonable control of the Association, and shall be diligently
pursued to completion. If repairs to any portion of Westlake Entrada require that repairs first be made to
the Association Maintenance Areas or other portions of Westlake Entrada that the Association is required
to Repair hereunder,then the requirements of the Owner to complete any Repairs shall be subject to and
contingent upon completion of those Repairs to the Maintenance Areas and all other portions of Westlake
Entrada required to be repaired by the Association.
ARTICLE 12
EMINENT DOMAIN
The Town or other Governmental Agencies can exercise rights of eminent domain that allow the
Town or other Governmental Agencies to "take" all or a portion of Westlake Entrada. This
Section describes what happens if a taking of all or a portion of the Association Property or rights to use
of the Association Maintenance Areas occurs.
12.1 Condemnation. The term "taking"as used in this Article shall mean condemnation by
eminent domain or sale under threat of condemnation. In the event of a threatened taking of all or any
portion of the Association Property (or rights to use of Association Maintenance Areas) or if any action is
brought to condemn all or any portion of the Association Property (or rights to use of Association
Maintenance Areas) or a sale of all or a part thereof is in lieu of condemnation. The Members hereby
appoint the Board and such persons as the Board may delegate to represent all of the Owners in
connection with the taking. The Board shall act, in its sole discretion, with respect to any awards being
made in connection with the taking and shall be entitled to make a voluntary sale to the condemnor in lieu
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of engaging in a condemnation action. Any awards received on account of the taking shall be paid to the
Association, and used, held or distributed as reasonably deemed appropriate by the Board subject to the
provisions hereof.
12.2 Total Taking. If the taking is of the entire Association Property or all rights to use of
the Association Maintenance Areas, the amount payable shall be paid to the Board as trustee for
distribution to the Owners, subject to the rights of Mortgagees holding Mortgages covering the properties
and all unpaid Assessments of each Owner, together with any interest charges attributable thereto. Said
proceeds shall be distributed to the Owner and, if the Owner is a Subassociation, each Subassociation
shall distribute such proceeds to its Individual Interest Owners and their respective Mortgagees according
to the relative values of the respective properties in the Covered Property determined by an independent
appraisal made by a qualified MAI real estate appraiser selected by the Board.. The rights of an Owner
and the Mortgagee as to such pro-rata distribution shall be governed by the provisions of the Mortgage
encumbering such portions of the Covered Property.
12.3 Minor Taking. If the award is for the acquisition of only part of the Association
Property or portion of the rights to use of the Association Maintenance Areas, and is less than ten percent
(10%) of the value of all Association Property or the Association Maintenance Area so taken, the entire
amount thereof shall be payable to the Board and such amount, together with any interest earned
thereon, shall be held by the Association for the construction of capital Improvements on other portions of
the Association Property or Association Maintenance Areas.
12.4 Major Taking. If the award is for the acquisition of only part of the Association
Property or portion of the rights to use of the Association Maintenance Areas, but is in excess of ten
percent(10%) of the value of all Association Property or the Association Maintenance Area so taken, the
Board, in its sole discretion; may retain all or any part thereof in the general funds of the Association for
the purpose of constructing alternative facilities for those so taken, or may distribute all or any part thereof
to the Owners, as their interests appear, subject however, to any unpaid Assessments and the rights of
Mortgagees, in the manner set forth above.
ARTICLE 13
ANNEXATION OF REAL PROPERTY
It is possible that other land may be added to and included within Westlake Entrada. This Article
describes the procedure for Annexation.
13.1 Annexation. Declarant may annex any of the Annexable Property by any of the
methods set forth in this Article. To the extent there are minor boundary changes or lot line adjustments
to the Annexable Property, any additional portions of land added as a result of such boundary or lot line
adjustments shall be included within the Annexable Property. Declarant may elect not to develop all or
any part of the Annexable Property, to annex the Annexable Property to this Declaration in increments of
any size whatsoever, or to develop more than one such increment at any given time and in any given
order. Although Declarant shall have the ability to annex the Annexable Property as provided in this
Article, Declarant shall not be obligated to annex all or any portion of the Annexable Property, and the
Annexable Property shall not become subject to this Declaration unless and until a Supplemental
Declaration covering it has been recorded. Until the Declarant's Rights Termination Date, no Person
other than Declarant may annex any of the Annexable Property without the prior consent of Declarant.
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13.2 Procedures for Annexation. All or any part of the Annexable Property may be
annexed by Declarant and become subject to this Declaration and subject to the jurisdiction of the
Association without the approval, assent or vote of the Board or any Owner or Individual Interest Owner.
The annexation shall be effective upon the recordation of a Supplemental Declaration. The Declarant
need not be the owner of the Annexable Property that is being annexed by such Supplemental
Declaration provided that the owner(s)of such Annexable Property consent in writing to such annexation.
13.3 Covenants Running With the Land. Declarant may transfer all or any portion of the
Annexable Property to an Owner under a grant deed wherein Declarant reserves the right to annex such
property and subject it to this Declaration. The restriction on the Annexable Property wherein it may be
made subject to this Declaration upon the recordation of a Supplemental Declaration is hereby declared
to be an equitable servitude upon the Annexable Property in favor of the Covered Property subject to this
Declaration and any other real property owned by Declarant in the vicinity of the Covered Property and
shall run with the land and be binding on and inure to the benefit of all Persons having or acquiring any
right, title or interest in such real property.
13.4 Annexations Under Supplemental Declarations. Supplemental Declarations
executed by Declarant(and the owner(s)of the Annexable Property being annexed, if applicable) shall be
recorded for each Annexation as provided under this Declaration.
ARTICLE 14
RIGHTS OF LENDERS
Certain Mortgagees need to protect their interests in Westlake Entrada. This Article gives certain
Mortgagees rights to protect their security interests.
14.1 Conflict. Notwithstanding any contrary provision contained elsewhere in the
Governing Documents, the provisions of this Article shall control with respect to the rights and obligations
of Mortgagees as specified herein.
14.2 Subordination of Lien to First Mortgages- Liability for Unpaid Assessments. If
any Parcel or Condominium is encumbered by a First Mortgage made in good faith and for value, the
foreclosure of any lien created by any provision set forth in this Declaration by power of sale or judicial
foreclosure for Assessments, or installments of Assessments, shall not affect or impair the lien of the First
Mortgage. The lien of Assessments shall be subordinate to the lien of any First Mortgage now or
hereafter placed upon any Parcel or Individual interest subject to Assessments. Any First Mortgagee or
other purchaser who obtains title to a Parcel or an Individual interest pursuant to the remedies provided in
the First Mortgage(including foreclosure of the First Mortgage,or acceptance of deed in lieu thereof)shall
take the property free of any claims for unpaid Assessments or charges against the Parcel or Individual
Interest which became due and payable prior to the date such First Mortgagee or other purchaser
acquired title unless the Owner of the Parcel or Individual Interest causes the exercise of such remedies
(including foreclosure or deed in lieu thereof)to avoid payment of existing and unpaid Assessments. No
such sale or transfer shall relieve the Parcel or Individual Interest from any Assessments thereafter
becoming due or from the lien of any subsequent Assessment, nor relieve any Owner from the personal
obligation for any Assessments becoming due during such Owner's ownership of the relevant Parcel. A
First Mortgagee or other purchaser who obtains title to a Parcel or an Individual Interest pursuant to the
remedies provided in the First Mortgage shall be obligated to pay any Assessments that become due and
payable on or after the date it acquires title to the Parcel or Individual Interest and as long as it remains in
title, including any Special Assessments levied by the Association to raise operating, reserve or other
funds needed because of uncollected delinquent Assessments.
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14.3 Notice to Eligible Holders. An Eligible Holder is entitled to timely written notice of the
following events:
14.3.1 Any condemnation loss or casualty loss that affects a material portion of the
Association Property or rights to use of the Association Maintenance Areas;
14.3.2 Any delinquency in the payment of Community Assessments owed by an Owner
that is subject to a First Mortgage held by the Eligible Holder if the delinquency is not cured within sixty
(60)days after its due date;
14.3.3 Any lapse, cancellation or material modification of any insurance policy or fidelity
bond maintained by the Association;
14.3.4 Any proposal to take any action specified in this Article or in Articles 14 and 15;
14.3.5 Any default by an Owner that is subject to a First Mortgage held by the Eligible
Holder in the performance of his or her obligations under this Declaration or the Community Bylaws which
is not cured within sixty(60)days; or
14.3.6 Any proposed action that requires the consent of a specified percentage of the
Eligible Holders.
14.4 Inspection of Books and Records. Upon request, any First Mortgagee shall be
entitled to inspect the books, records and financial statements of the Association and the Governing
Documents during normal business hours or under other reasonable circumstances.
14.5 Financial Statements. The Association, at its expense, shall prepare an audited
financial statement for the immediately preceding Fiscal Year and furnish the most recent audited
financial statements to the First Mortgagee within a reasonable time after receipt of written request from
any First Mortgagee.
14.6 Mortgagee Protection. A breach of any of the conditions contained in this Declaration
shall not defeat nor render invalid the lien of any First Mortgage in good faith and for value as to any
Parcel or Condominium; provided, however, that the conditions contained in this Declaration shall be'
binding upon and effective against an Owner from and after such Owner's acquisition of a Parcel or
Condominium by foreclosure,trustee's sale or otherwise.
14.7 Right to Furnish Information. Any First Mortgagee can furnish information to the
Board concerning the status of any First Mortgage.
14.8 Written Notification to Mortgagees or Guarantors of First Mortgages. If a
Mortgagee or guarantor of a First Mortgage has not given the Association written notice of its name,
address and Parcel or Individual interest encumbered by its Mortgage, any written notice or proposal
required or permitted by this Declaration to be given to such Mortgagee or guarantor shall be deemed
properly given if deposited in the United States mail, postage prepaid, and addressed to the Mortgagee or
guarantor at its address appearing of record in the First Mortgage(or assignment thereof, if applicable).
ARTICLE 15
AMENDMENT AND TERM OF DECLARATION
This Declaration and the easements, covenants, conditions and restrictions established under the
Declaration will continue in effect for 99 years and thereafter will continue unless a certain percentage of
the Owners elect to terminate the Declaration, with approval of the Town as required under Article 19.
This will help to ensure the continued operation, use and viability of Westlake Entrada. This Article also
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describes the procedures and requirements for amendments to this Declaration. The Town has consent
rights over certain amendments to this Declaration, as specifically set forth in Article 19 Each Owner
acknowledges that corrections and supplements to this Declaration may be necessary and that it is
important to give Declarant the right to record such Supplemental Declarations without the consent of any
Owner except as otherwise provided in this Declaration (and as may be subject to certain consent rights
of the Town, as specifically set forth in Article 19).
15.1 Term. The covenants, conditions and restrictions of this Declaration shall run with and
bind the Covered Property and shall inure to the benefit of and be enforceable by the Association or their
respective legal representatives, heirs, successors and assigns, for a term of ninety-nine (99) years from
the date this Declaration is recorded, after which time said covenants, conditions and restrictions shall be
automatically extended for successive periods of ten (10)years each, unless an instrument, signed by the
Owners representing ninety percent(90%) of all of the Allocable Shares and their Mortgagees has been
recorded, at least one (1) year prior to the end of any such period in the manner required for a
conveyance of real property, in which it is agreed that this Declaration shall terminate at the end of the
then-applicable term. The rights to terminate this Declaration are in any event subject to the consent of
the Town required under Section 19.4 hereof.
15.2 Amendments.
15.2.1 Amendments Prior to Declarant's Rights Termination Date. Prior to the
Declarant's Rights Termination Date, Declarant, without the consent of any Owner, may amend this
Declaration; provided that such amendment does not materially and adversely affect the use or
development(existing or intended)of a Parcel for which Improvements have been permitted by the Town
or for which Plans have been approved by the Association or Design Review Committee, as applicable
without the written consent of the Owner of such affected Parcel. To the extent requested by Declarant,
any Guest Builder who owns any portion of the Covered Property then subject to this Declaration shall
execute any such amendment or restatement of this Declaration, provided that the execution of an
amendment or restatement by a Guest Builder shall not be required to be enforceable against the
Covered Property or applicable parties thereof.
15.2.2 Amendments Subsequent to Declarant's Rights Termination Date. After the
Declarant's Rights Termination Date, this Declaration may be amended by the vote or written consent of
the Members representing at least a Majority of the Voting Power of the Association and, any amendment
to the limitations on Assessments to the Residential Areas shall require the approval of the Owners within
the Residential Areas representing ninety percent(90%)of the Voting Power within each such Residential
Area.
15.2.3 Lender Consent. Amendments which are adopted pursuant to Section 15.2.2
of a material and adverse nature to Mortgagees must be approved by Eligible Holders that represent at
least at least fifty-one percent (51%) of the votes of Parcels and Condominiums that are subject to
Mortgages held by Eligible Holders. Any Eligible Holder who receives written request to consent to
additions or amendments requiring consent under this provision who does not deliver to the requesting
party a negative response within sixty (60) days after receipt of a notice delivered by certified or
registered mail, return receipt requested, shall be deemed to have consented to such request. For so
long as is required by FNMA's legal requirements for project acceptance, all references to "Eligible
Holder"in this Section 15.2.3 shall be deemed to include all First Mortgagees.
15.2.4 Consent of Declarant. Until the Declarant's Rights Termination Date, this
Declaration shall not be amended to amend, diminish or eliminate any rights specifically granted or
reserved to Declarant,a Declarant Party or a Guest Builder without the consent of the Declarant.
15.2.5 Amendment to Eliminate Easements. This Declaration shall not be amended
to modify or eliminate the easements or any other rights reserved to Declarant, the Declarant Parties or
Guest Builders herein without prior written approval of Declarant, until the Declarant's Rights Termination
Date and any attempt to do so shall have no effect.
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15.2.6 Town Consent Rights. The right to amend this Declaration are subject to the
requirements to obtain Town consent with regard to certain amendments, as more specifically set forth in
Section 19.5 hereof.
ARTICLE 16
ENFORCEMENT
This Article describes the enforcement rights for violations of this Declaration and the Governing
Document and certain procedures which must be followed in the event of a claim or the enforcement of
this Declaration or the other Governing Documents.
16.1 Enforcement and Nonwaiver. The Declarant and the Association, acting through the
Board, shall have the right to enforce, by proceedings at law or in equity, all covenants, conditions and
restrictions now or hereafter imposed by the provisions of the Governing Documents, including the right
to prevent the violation of such documents and the right to recover damages for such violation. Failure of
the Declarant or the Association to enforce any covenants or restrictions contained in the Governing
Documents shall in no event be deemed a waiver of the right to do so thereafter.
16.2 Legal Action Generally. If an Owner or Individual Interest Owner breaches any
provision of the Governing Documents ("Defaulting Party"), then the Association or any Owner
("Non-Defaulting Party") may institute legal action against the Defaulting Party for specific performance,
injunction, declaratory relief, damages, or any other remedy provided by law including without limitation,
attaching the assets of a Defaulting Party.
16.3 Iniunctive and Declaratory Relief. In the event of any violation or threatened violation
by an Owner or Individual Interest Owner of any of the terms, covenants, conditions, and restrictions
herein contained, in addition to any other remedies provided for in this Declaration, the Non-Defaulting
Party shall have the right to enjoin such violation or threatened violation and to bring an action for
declaratory relief in a court of competent jurisdiction.
16.4 Non-Defaulting Party's Right to Cure or Abate. In addition to any other remedy
provided for in this Declaration, a Non-Defaulting Party may demand by written notice (the "Default
Notice")that the violation be cured. Except for utility service interruptions or similar emergencies which
shall not require advance notice or cure periods hereunder, if the Defaulting Party does not cure the
violation within thirty (30) days after receipt of the Default Notice, or if such default is of a kind which
cannot reasonably be cured within thirty (30) days and the Defaulting Party does not within such thirty
(30) day period commence to cure such default and diligently thereafter prosecute such cure to
completion, then the Non-Defaulting Party shall have the right to(a)pay any sum owed by the Defaulting
Party to the Person entitled thereto, and (b) enter upon the property of the Defaulting Party and
summarily abate, remove or otherwise remedy any improvement, thing or condition which violates the
terms of this Declaration. The Defaulting Party shall, within ten (10) days of written demand by the Non-
Defaulting Party, accompanied by appropriate supporting documentation, reimburse the Non-Defaulting
Party for all costs and expenses incurred by the Non-Defaulting Party in undertaking any of the actions
permitted by clauses (a)through (c)in the preceding sentence, including without limitation, wages,
benefits and overhead allocable to the time expended by any employee of the Non-Defaulting Party in
taking such actions, together with interest thereon at the rate equal to the Default Interest Rate, from the
date such costs and expenses were advanced or incurred by the Non-Defaulting Party. In the event of a
default in the performance of any Maintenance Obligations,the provisions of Section 4.4.1 shall apply.
16.5 Individual Interest Remedies and Lien Rights. All Individual Interest Governing
Documents shall (a)require (and shall at all times thereafter continue to require) its Individual Interest
Owners to abide by the terms of the Governing Documents, (b) its respective Individual Interest
Declaration shall authorize (and shall at all times continue to authorize) the Subassociation to institute
legal action against any defaulting Owner or Individual Interest Owner for specific performance,
injunction, declaratory relief, damages and any other remedies provide by Applicable Laws, each of which
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remedies shall be cumulative and not inclusive,and after reasonable notice,the right to cure or abate any
violation of a defaulting Individual Interest Owner at such defaulting Individual Interest Owner's cost and
expense, and that upon obtaining a judgment, the Subassociation shall be entitled to a lien against the
Parcel of any defaulting Individual Interest Owner, which lien shall be foreclosed judicially (in the same
manner as provided for foreclosure of a mortgage or deed of trust of real property in the State of Texas) if
the default is not cured, and (c)such Subassociation shall pursue and exercise any and all such remedies
to collect amounts owed such Subassociation to enable the Subassociation to pay and perform its
obligations hereunder.
16.6 Remedies Cumulative. The remedies provided in this Article 16 are in addition to any
remedies available elsewhere in this Declaration or under applicable law. Exercise of one remedy shall
not be deemed to preclude exercise of other remedies for the same default, and all remedies available to
a Non-Defaulting Party may be exercised cumulatively.
ARTICLE 17
COVENANTS OF COOPERATION
Given the mixed-use nature of Westlake Entrada, each of the Owners, Subassociations and Individual
Interest Owners and the Association must cooperate to accomplish the objectives of this Declaration and
to ensure the continued operation of Westlake Entrada. Good Faith and Cooperation. Because of the
lengthy term of this Declaration, it is likely that conditions and circumstances will change significantly
during the term of this Declaration. Consequently, the Owners, the Association shall cooperate in good
faith to amend this Declaration with the consent of any Mortgagees as may be required hereunder so as
to carry out the intentions of the Owners and the Association as manifested in this Declaration in the
event of such changed conditions and circumstances.
17.1 No Discriminatory Restrictions on Transfer. No Owner shall restrict the sale or
transfer of any portion of the Covered Property on the basis of the race, color, creed, religion, sex, sexual
orientation, marital status, national origin or ancestry of any person.
17.2 Estoppel Certificates. The Association, at any time and from time to time, upon not
less than thirty(30)days'prior written notice from an Owner shall execute, acknowledge and deliver to an
the Owner(on its own behalf or on behalf of any Individual Interest Owner)or an Owner for its benefit and
the benefit of any prospective purchaser, tenant or Mortgagee of such Owner, an estoppel certificate of
the Association stating: (a)that this Declaration is unmodified and in full force and effect(or, if there have
been modifications, that this Declaration is in full force and effect as modified and stating the
modifications), (b)to the best of the Association's knowledge, whether or not there are then existing any
defenses against the enforcement of any of the obligations of such party under this Declaration and the
other Governing Documents(and, if so, specifying same),(c)to the best of the Association 's knowledge,
whether or not there are then existing any defaults by the applicable Owner under this Declaration and
the other Governing Documents(and, if so,specifying same), (d)the dates, if any, to which Assessments
and other charges under this Declaration have been paid by such party and the amounts of the most
recently charged Assessments, and (e)any other information that may reasonably be required by any of
such persons. It is intended that any such certificate delivered pursuant to this Section 17.2 may be
relied upon by the requesting party or any prospective purchaser, tenant or Mortgagee of any portion of
Westlake Entrada. The Association may charge a reasonable fee to prepare the estoppel certificate. A
Subassociation(and not the Individual Interest Owners)request estoppels from the Association on behalf
of the Owners subject to the jurisdiction of the Subassociation and in such case only the Subassociation
and not the Individual Interest Owner may request the estoppel.
17.3 Exchange of Information. Where reasonable and appropriate, an Owner shall from
time to time after the date hereof furnish, execute and acknowledge without charge (except where
elsewhere provided herein) such other instruments, documents, materials and information as another
Owner may reasonably request, including grants of rights of way or easements, in order to confirm to
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such requesting Owner the benefits contemplated by this Declaration, so long as any such request does
not expand, restrict or abridge the benefits granted to an Owner hereunder.
17.4 Cooperation with Parcel Reconfiguration. In accordance with any reconfigurations
or adjustments to the legal configuration of the Parcels within Westlake Entrada permitted to be made by
the Association, each affected Owner shall cooperate and execute and cause any Mortgagee of record to
cooperate and execute any approvals, authorizations, Final Maps or other documents reasonably
requested by the Town and/or the Association for such reconfiguration.
17.5 Reasonable Consents. Except as otherwise set forth in this Declaration or a
Supplemental Declaration, all consents and approvals of any of the Members or Owners of the Parcels
and any First Mortgagees shall not be unreasonably withheld,conditioned or delayed; provided, however,
that nothing stated in this Section 18.8 shall be interpreted to require an Owner to consent or give such
Owner's approval to matters resulting in such Owner relinquishing rights or benefits set forth in this
Declaration. Any disapproval of or failure of consent to any matter hereunder shall be in writing and shall
state in reasonable detail the reason or reasons therefor.
17.6 Requirements for Consent by Owners. Except as expressly provided otherwise in
this Declaration, to the extent that the consent of the Declarant, the Association or any of the Owners is
expressly required under this Declaration, such Person shall have thirty (30) days to provide notice of
approval or disapproval of the item for which consent is required. The failure of such Person to deliver
notice of disapproval within such thirty (30) day period shall be deemed approval thereof. If a Person
delivers a notice of disapproval, such notice shall state with reasonable specificity, the basis for
disapproval.
17.7 Association Limitation on Liability. Except to the extent of any available insurance
proceeds hereunder, the Association and its agents, employees and consultants (including, without
limitation, the manager of the Association) shall not be liable to any Individual Interest or any Owner, or
any Occupant, for any failure of any Utility Facilities or other services which are to be obtained or
provided by the Association, or paid for as a Common Expense, or for injury or damage to person or
property caused by the elements or by the Owner, or any other Person, or resulting'from electricity,water,
ice or other elements which may leak or flow from or over any portion of the Covered Property or.from any
pipe, drain, conduit, appliance or equipment within the Covered Property. The Association and its agents
shall not be liable to any Owner or Individual Interest Owner for loss or damage, by theft or otherwise of
articles which may be stored within any of the Association Property or the Association Maintenance
Areas. No diminution or abatement of any Assessments shall be claimed or allowed for inconvenience or
discomfort arising from the making of repairs or improvements to the Association Maintenance Areas, or
from any action taken by the Association to comply with any Applicable Laws.
17.8 Reasonable Consents. Except as otherwise set forth in this Declaration, all consents
and approvals of any of the Owners and any First Mortgagees shall not be unreasonably withheld or
delayed. Unless waived by the approving party, any disapproval of or failure of consent to any matter
hereunder shall be in writing and shall state in reasonable detail the reason or reasons therefor. With
respect to any consents to be provided by Declarant or a Declarant Party, reasonable approval shall
mean the determination by Declarant or such Declarant Party, of whether an action is in the interests of
Westlake Entrada, as determined by Declarant or such Declarant Party in its sole discretion.
17.9 Transfers. The Association or its management company may levy a transfer fee
against new Owners in the amount of the actual costs incurred by the Association to change its records in
order to reimburse the Association for the costs of changing its records to reflect the new ownership.
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ARTICLE 18
GENERAL PROVISIONS
This Article sets forth the general provisions which govern this Declaration.
18.1 Headinqs. The headings used in this Declaration are for convenience only and are not
to be used to interpret the meaning of any of the provisions of this Declaration.
18.2 Severability. The provisions of this Declaration shall be deemed independent and
severable, and the invalidity or partial invalidity or unenforceability of any provision or provisions of it shall
not invalidate any other provisions. In the event that any phrase, clause, sentence, paragraph, section,
article or other portion of this Declaration shall other portion of this Declaration shall become illegal, null,
void, against public policy, or otherwise unenforceable, for any reason, the remaining portions of this
Declaration shall not be affected thereby and shall remain in force and effect to the fullest extent
permissible by Applicable Laws.
18.3 Cumulative Remedies. Each remedy provided for in this Declaration shall be
cumulative and not exclusive. Failure to exercise any remedy provided for in this Declaration shall not,
under any circumstances, be construed as a waiver.
18.4 Access to Books. Declarant may, at any reasonable time and upon reasonable notice
to the Association Board or manager, at his or her own expense, cause an audit or inspection to be made
of the books and financial records of the Association.
18.5 Liberal Construction. The provisions of this Declaration shall be liberally construed to
effectuate its purpose. Failure to enforce any provision hereof shall not constitute a waiver of the right to
enforce said provision thereafter.
18.6 Notice. Except as specifically provided otherwise, any notice permitted or required by
this Declaration or the other Governing bocuments may be delivered personally, or by prepaid overnight
courier, or by mail. If delivery is by mail, it shall be deemed to have been delivered seventy-two (72)
hours after a copy of the same has been deposited in the United States mail, first class or registered,
postage prepaid, addressed to the person to be notified at,the current address given by such person to
the Association or addressed to the Parcel of such person if no address has been given to the
Association. If delivery is by a national overnight courier, delivery shall be deemed received upon the
next business day after deposit with the national overnight courier and, if personally delivered, shall be
deemed delivered upon receipt.
18.7 Notification of Sale of Covered Property. Concurrently with the consummation of
the conveyance of any of the Covered Property under circumstances whereby the transferee becomes an
Owner thereof, or within five (5) business days thereafter, the transferee shall notify the Association
Board or the manager of the Association in writing of such sale. Such notification shall set forth the
name of the transferee and his or her mortgagee and transferor, the common address of the Parcel or
Association portion purchased by the transferee, the transferee's and the mortgagee's mailing address,
and the date of sale. Prior to the receipt of such notification, any and all communications required or
permitted to be given by the Association, the Association Board or the manager of the Association shall
be deemed to be duly made and given to the transferee if duly and timely made and given to said
transferee's transferor.
18.8 Notices. Mailing addresses may be changed at any time upon written notification to
the Board. Unless otherwise permitted hereunder, notices shall be in writing and shall be given by
certified mail, return receipt requested, overnight courier or personal delivery. Notices shall be deemed
received three (3)days after mailing if mailed by certified mail, return receipt requested, one(1) business
day after deposit with an overnight courier or upon receipt if delivered in person. All notices to the
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Association shall be delivered to the current address of the Association. All notices to an Individual
Interest shall be delivered to the management company or current address of such association. All
notices to an Owner shall be delivered to the Parcel or Condominium of such Owner unless an Owner
notifies the Association in writing of a change of address.
18.9 Number; Gender. The singular shall include the plural and the plural the singular
unless the context requires the contrary, and the masculine, feminine and neuter shall each include the
masculine, feminine or neuter,as the context requires.
18.10 Exhibits. All exhibits attached to this Declaration are incorporated by reference.
18.11 Binding Effect. This Declaration shall inure to the benefit of and be binding on the
successors and assigns of the Declarant, and the heirs, personal representatives, grantees, tenants,
successors and assigns of the Owners.
18.12 Statutory References. All references in this Declaration to various statutes, codes,
regulations, ordinances and other laws shall be deemed to include those laws in effect as of the date of
this Declaration and any successor laws as may be amended from time to time.
18.13 Joint and Several Liability. When the Owner of a Parcel, or Condominium is
comprised of more than one (1) Person, each such Person shall be jointly and severally liable for
payment of Assessments, and performance of all obligations(including, without limitation, indemnification
obligations) arising under any provision of the Governing Documents with respect to such Parcel or
Condominium or the ownership thereof.
18.14 Applicable Laws. In the event of any conflict between this Declaration and the
requirements imposed under any Applicable Laws, the more restrictive provisions of the Applicable Laws
or Declaration, as applicable shall control.
18.15 Conflicts in Documents. In the event of any conflict between this Declaration and the
requirements of a Governing Documents, the more restrictive provisions shall apply, except to the extent
such provision abrogates or limits any rights reserved or granted to Declarant or Declarant Party under
this Declaration and the Governing Documents.
18.16 Governing Law. This Declaration shall be governed by and construed under the laws
of the State of Texas.
ARTICLE 19
AUTHORITY OF THE TOWN OF WESTLAKE PROVISIONS
This Article sets forth certain authority and rights of the Town of Westlake.
19.1 Town Authority. The Town's Zoning Ordinance and other Community Entitlements
requires the approval of this Declaration and the creation of the Association to provide for the continuous
and perpetual operation, maintenance and supervision of Association Property which, the Owners
acknowledge, are not under the Town's ownership and the maintenance and operation of which are not
the Town's responsibility, and PID Improvements, which the Owners acknowledge are owned by the
Town, but are to be maintained by the Association pursuant to the PID Maintenance Agreement.
19.2 Abandonment of Maintenance Obligations. Neither the Association nor the Owners
shall seek, by either act or omission, to abandon their respective obligations as established by this
Declaration to maintain the Association Property and PID Improvements.
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005782\00003\139756212
19.3 Termination of the Association.The Association may not be dissolved or terminated
without the prior written consent of the Town.
19.4 Termination of the Declaration. The Declaration may not be terminated without the
prior written consent of the Town.
19.5 Amendment of Certain Provisions of the Declaration. Notwithstanding anything in
this Declaration to the contrary: (a) the provisions of this Article 19 shall not be amended or deleted
from this Declaration without the prior written consent of the Town; (b)any amendment of Section 1.24
regarding the definition of "Association Maintenance Areas," Section 1.26 regarding the definition of
"Association Property," Section 1.85 regarding the definition of "PID Improvements," Exhibit "A-1"
describing and/or depicting the Monument Signs which are part of the Association Property or
Association Maintained Areas, and Exhibit "A-2" describing and/or depicting the PID Improvements.
as well as any amendment to Section 4.3 of this Declaration pertaining to the obligations of the
Association to maintain Association Property and PID Improvements require the prior written approval
of the Town; and (c) any condition at or use of Association Property or PID Improvements in a manner
which conflicts with or is in violation of the Zoning Ordinance or any other Community Entitlements shall
require the prior written consent of the Town. Except as provided in the preceding sentence, this
Declaration can be amended without the consent of the Town.
19.6 Failure of the Association to Maintain Association Property or PID Improvement.
If an Owner or the Association defaults or fails to perform one or more duties and obligations under this
Declaration regarding the maintenance of certain Association Property or PID Improvements (the
"Deficient Association Maintenance Property"), the Town, after (a) giving the Association written
notice of said failure except in the case of an emergency or an immediate threat to the public health,
safety and welfare, describing in the notice with reasonable specificity the nature and location of the
alleged maintenance failure and providing a reasonable amount of time for the cure of the alleged
maintenance failure (the "Notice for Maintenance") and (b) the lapse of the cure period without the
remedy of the maintenance failure, shall have the right but not the obligation to maintain, repair and
make safe the Deficient Association Maintenance Property (that is, only the Deficient Association
Maintenance Property and not all Association Property and PID Improvements). If the Deficient
Association Maintenance Property are not Association Maintained Areas and have not otherwise been
accepted for maintenance by the Association, and in the event the Town performs such maintenance
obligations, the Town shall have the right to recover the Town's costs of maintaining, repairing and
making safe the Deficient Association Maintenance Property from the Owner, on whose Parcel the
Deficient Association Maintenance Property are located, pursuant to the terms of the Zoning Ordinance
and the Community Entitlements. If the Deficient Association Maintenance Property are Association
Maintained Areas or have otherwise been accepted for maintenance by the Association, and in the
event the Town performs such maintenance obligations, the Town shall have the right to payment from
the Association and, if necessary to recover the amounts due to the Town, to collect and enforce the
payment of delinquent Assessments for the maintenance, repair, replacement or care of the Deficient
Association Maintenance Property. In addition or in the alternative, the Town may levy an assessment
upon each Parcel within the Property based on allocations determined in accordance with Article 6 of
this Declaration, for the reasonable cost of such maintenance, notwithstanding any other provisions
contained in this Declaration, which assessment shall constitute a lien upon the Parcel against which
each assessment is made. The payment of any such assessments and liens shall be deemed an
obligation of each Owner just like the obligations identified in this Declaration. Nothing contained herein
is intended to, nor shall it be interpreted as or deemed to, waive, limit or restrict the Town's authority
and ability to enforce its ordinances regarding the maintenance and/or repair of Association Property
and/or PID Improvements and pursue any remedies available to the Town under any Applicable Laws.
During any period that the Town assumes the obligation to maintain any Deficient Association
Maintenance Property, neither the Owner of the Parcel on which such Deficient Association
Maintenance Property is located nor the Association shall have any authority with respect to the
performance of such maintenance on the Deficient Association Maintenance Property. The right and
authority of the Town to maintain such Deficient Association Maintenance Property shall cease and
terminate when the Owner or the Association, as applicable, shall present to the Town reasonable
-72- Westlake Entrada Declaration
005782\00003\1397562.12
evidence of the willingness and ability of the Owner or the Association, as applicable, to resume
maintenance of the Deficient Association Maintenance Property. The Town acknowledges that the
Association is obligated to maintain only the Association Maintained Areas and such other areas for
which the Association has otherwise agreed to assume such responsibility. In the event the Town
assumes the duty of performing the maintenance obligations of an Owner or the Association as
provided in this Section 19.6, then the Town, its agents, representatives and employees, shall have the
right of access, ingress and egress to and over Association Property and PID Improvements for the
purpose of maintaining and preserving the Deficient Association Maintenance Property, and in no
event and under no circumstances, shall the Town be liable to the Association or any Owner or
their respective heirs, devisees, personal representatives, successors and assigns for negligent
acts or omissions (excluding, however, malfeasance and gross negligence) relating in any
manner to maintaining and preserving such Deficient Association Maintenance Property.
Neither shall the Town be deemed or assumed to be an owner or insurer of such Deficient
Association Maintenance Property, it specifically being and remaining the responsibility of the
Association and/or any Owner to adequately maintain, to warn of dangerous conditions, if any,
when necessary, and to make Association Property and PID Improvements safe when necessary
in accordance with the provisions of Applicable Laws.
19.7 Conflicts.
19.7.1 To the extent that this Declaration conflicts with any provision of the Zoning
Ordinance or the Town's Code of Ordinances(as may be amended from time to time),the most restrictive
terms shall apply provided that enforcement of such terms do not result in a violation of the Zoning
Ordinance or the Town's Code of Ordinances(as may be amended from time to time).
19.7.2 To the extent that any provision in this Article 19 conflicts with any other provision
in this Declaration,the provisions of this Article 19 shall control.
ARTICLE 20
DISCLOSURES AND INDEMNITIES
This last Article sets forth certain disclosures of conditions present in regard to the Covered
Property and indemnities regarding use of the Covered Property.
20.1 Amphitheater Disclosure. Each Owner, by acceptance of a Deed to a Parcel or any
portion thereof, for itself and its tenants, visitors, guests, occupants, employees, agents,
representatives, permittees and/or invitees ("Owner Related Parties") acknowledges and agrees that
that the Covered Property and all Lots and Residences located therein are in the vicinity of an outdoor
performance center and amphitheater (the "Amphitheater Facilities"), which is not part of the
Association Property and is not Association Maintained Areas. Such Amphitheater Facilities are
owned, operated and maintained by the Owner thereof and not the Association. Each Owner
acknowledges and agrees that the use and operation of the Amphitheater Facilities may result in
irregular vehicle and pedestrian traffic patterns, increased vehicular and pedestrian traffic, increases in
parking of vehicles on Streets within or in the vicinity of the Property, and increased levels of noise and
lights. IN NO EVENT SHALL THE PROXIMITY OF THE PARCELS TO THE AMPHITHEATER
FACILITIES AND ANY RESULTING TRAFFIC, PARKING, NOISE, LIGHTS OR OTHER
CONDITIONS RELATED TO THE OPERATION AND USE THEREOF BE CONSIDERED A
NUISANCE OR A VIOLATION OF ANY OF THE COVENANTS, CONDITIONS AND/OR
RESTRICTIONS HEREUNDER.Amphitheatre Facilities and uses are subject to event permitting by the
Town.
20.2 Gas Well Pad Site and Oil, Gas and Mineral Rights Disclosure. Each Owner, by
acceptance of a Deed to a Parcel or any portion thereof, for itself and any Owner Related Party
-73- Westlake Entrada Declaration
005782\00003\1397562.12
acknowledges and agrees that the Gas Well Pad Site is located on or adjacent to the Covered
Property, and that the interests in the oil, gas and/or minerals interests related or appurtenant to the
Covered Property (the"Mineral Estate) have been severed from the surface estate and the use of the
surface estate by the Owners, Declarant and the Association is subject to the rights,title and interest of
the owners of holders of Mineral Estate. The holders of interests in the Gas Well Pad Site and owners
and holders of the Mineral Estate have certain rights within the Gas Well Pad Site, and other portions of
the Covered Property to (i) perform drilling and production activities and related energy operations in
connection with the extraction of natural gas and other minerals, (ii) locate, construct, install and use
certain access and transmission pipeline easements and related improvements. Such operations and
use may cause elevated levels of noise, vehicular traffic, exhaust., pollution, artificial light, seismic
activity, as well as related hazards and undesirable effects that affect the Covered Property, Owners,
and Owner Related Parties. IN NO EVENT SHALL THE PROXIMITY OF THE PARCELS TO THE
GAS WELL PAD SITE AND ANY RESULTING NOISE, LIGHTS, VEHICULAR TRAFFIC, EXHAUST,
POLLUTION, ARTIFICIAL LIGHT, SEISMIC ACTIVITY, OR OTHER HAZARDS OR CONDITIONS
RELATED TO THE OPERATION AND USE THEREOF, PROVIDED SAME ARE IN COMPLIANCE
WITH ANY AND ALL APPLICABLE LAWS, BE CONSIDERED A NUISANCE OR A VIOLATION OF
ANY OF THE COVENANTS, CONDITIONS AND/OR RESTRICTIONS HEREUNDER. IN NO EVENT
SHALL THE SEVERANCE OF THE MINERAL ESTATE FROM THE SURFACE RIGHTS OF THE
COVERED PROPERTY AND/OR THE EXERCISE OF ANY RIGHTS, TITLE AND INTERESTS OF
ANY OWNER OR HOLDER OF THE MINERAL ESTATE BE CONSIDERED A NUISANCE OR A
VIOLATION OF ANY OF THE COVENANTS, CONDITIONS AND/OR RESTRICTIONS HEREUNDER.
EACH OWNER HEREBY INDEMNIFIES AND DEFENDS, AND HOLDS HARMLESS, THE -
ASSOCIATION, DECLARANT, AND ANY MANAGEMENT PARTY FOR FROM AND AGAINST ANY
CLAIMS MADE BY SUCH OWNER RELATED PARTIES WITH RESPECT TO (1) THE GAS WELL
PAD SITE OR USE THEREOF AND/OR (11) THE SEVERANCE OF THE MINERAL ESTATE FROM
THE SURFACE RIGHTS OF THE COVERED PROPERTY AND/OR THE EXERCISE OF ANY
RIGHTS, TITLE AND INTERESTS OF ANY OWNER OR HOLDER OF THE MINERAL ESTATE. The
foregoing shall not prohibit, hinder or prevent any Owner or Owner Related Party from pursuing a cause
of action against the holders of interests in the Gas Well Pad Site and/or owners and holders of the
Mineral Estate with respect to any acts or omissions related to such Mineral Estate of Gas Well Pad
Site in violation of Applicable Laws.-
20.3
aws:20.3 Indemnification of Declarant and Association: Parcels and Association
Maintained Areas. EACH OWNER OF A PARCEL, FOR ITSELF AND ALL OWNER RELATED
PARTIES ACKNOWLEDGES AND AGREES TO ASSUME ALL RISKS IN ITS USE AND
OCCUPANCY OF ANY PARCEL AND ANY PORTION OF THE ASSOCIATION MAINTAINED
AREAS. EACH OWNER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND AND HOLD
HARMLESS THE ASSOCIATION, THE DECLARANT AND ANY MANAGEMENT PARTY FOR,
FROM AND AGAINST ALL CLAIMS ARISING FROM OR RESULTING FROM THE USE AND/OR
OCCUPANCY OF SUCH OWNER'S PARCEL OR ANY ASSOCIATION MAINTAINED AREAS
THEREIN BY ANY OWNER RELATED PARTY, OTHER THAN AS A RESULT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ASSOCIATION, THE DECLARANT OR ANY
MANAGEMENT PARTY.
(Remainder of Page Intentionally Left Blank]
-74- Westlake Entrada Declaration
005782\00003\1 397562.12
IN WITNESS WHEREOF, Declarant has executed this instrument as of the day and year first
herein above written.
DECLARANT
K8RVVInvestors, LLC,
oTexas limited liability company
By: ~
Name:
/me:
STATE OF '~ §
��� § SS:
COUNTY OF §
�
��� ��, ��
Before m� ' ^~ ^ e Notary Pub|ic, on this day personally
appemnad known to me to be the person whose name in subscribed bothe
foregoing instrument and ackhow|edged to me that he/she executed the same as the act of K8RVV
Investors, LLC. a Texas limited liability company' as its . for the purposes and
consideration therein expressed.
Given under myhand and seal ofoffice this day of '- 201__
ROME BRADLEY BARNES
Notary ID# 129140981 Notary Public, State of
My Commission Expires
Printed Name ofNotary:
September 26.2020
r/y
My Commission Expires: '
'84- Westlake Entrada Declaration
005782m0003\1397562.12
Owner's Signatures
The undersigned as all of the fee title owners of the Covered Property agree to subject the
Covered Property to this Declaration.
CVS PHARMACY, INC.,
Rhoge lsjand corporgtacar,
,r y
Name: Tonl .
Title: ASSiStant—Se..cre.. .["y____.-_.-.
QN 5 L-Z-S�--t .AvO f-V-VC--k
STATE QFC k� A § �7•St��nS1�c�14r.s.��a#�G....�s.,L-�
§ SS:
COUNTY OF k- ,C-C §
Before. me, tits W- a Notary Public, on this day personally
appearedW _11 , knowntome to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that h /she exe uted the same as the act of CVS
Pharmacy, Inc., a Rhode Island corporation, as its r for the purposes and consideration
therein expressed.
Given under my hand and seal of office this day of l 201 .
[SEAL]
Notary Public, State of
Printed Name of Notary:
My Commission Expires:
[additional signature page follows] Susan M.Schadonc
Notary Public -46180
Slate of Rtkxk-IsIWW
My C iumn Expires 3/9/2020
-$5- Westlake Entrada Dedarafion
00578210000311397562.12
HokeyLand Holdings, LP,
aTexas limited partnership
By: HokeyLand Holdings GP, |no,
aTexas corporation
its General Partner
Its: President
STATE C)FTEXAS §
�
COUNTY OFDALLAS
Before me, Q
�1 ��' "/��� �^ /
/ ^ ~~ /-�� , a Notary Public, on this day personally
appeared KAohrdod K400yedi known to mm to be the person whose name in subscribed hathe foregoing
instrument and acknowledged to me that he/she executed the same as the act nfHokey Land Holdings
GP' Inc., a Texas corporation, as the General Partner of Hokey Lend Holdings, LP, eTemms limited
partnership, as its President,for the purposes and consideration therein expressed.
��m /
Given under myhand and seal ofo�oethis ' '�°'duyoy ' ' 2017
ROME BRADLEY BARNES
N0t8rY 11)* 129140981 Notary Public, State of
MY COMOssion Expires
�
Printed Name ofNotary:
September 26,2020 ~r
KAy��ommieaion Expires: / ��4;
-87- Westlake Entrada Dedarauon
005782\00003\1 397562.12
MP5REAL ESTATE, LLC,
eTexas limited liability company
Name:
/me
STATE OF §
§ GG:
COUNTY OF §
Before Notary Public, on this day personally
mppeonyg known to me to bathe person whose name is subscribed to the
foregoing instrument and acknowledged to mathat he/she executed the same aothe act ofk0P6 Real
Estate, LLC. a Texas limited liability company, as its ' . for the purposes and consideration
therein expressed.
Given under myhand and seal ofoffice this ZYo4dayof 2017 .
it
N911ary 10# 128881147 14rin edKfame of Notary: 42/e --/?c
My Comrnission Expires
May 10,2020 My Commission Expires: �v
No
-88- Westlake Entrada Demam^oon
005782\00003\1 397562.12
CONSENT AND SUBORDINATION OF LIENHOLDER
The undersigned, being the beneficiary under that certain Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filing dated June 29, 2016, executed by MRW Investors, LLC (the
"Borrower") and recorded on July 5, 2016, as Borrower, in the Official Public Records of Tarrant County,
Texas, together with any modifications, supplements, restatements or amendments thereto, hereby
consents to the foregoing Declaration of Covenants, Conditions and Restrictions, and Establishment of
Easements for Westlake Entrada (the "Declaration") to be applicable to the Land, in accordance with the
terms thereof, and furthermore subordinates its lien rights and interests in and to the Land to the terms,
provisions, covenants, conditions and restrictions under the Declaration so that foreclosure of its lien will
not extinguish the terms, provisions, covenants, conditions and restrictions under the Declaration.
FloMo Westlake Investments, LLC,
a Texas Limited Liability Company
By:
_Zz�
Title: &4 k r j Ze,l1 i ! /�,�!�
Name:- )C AY
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached,and not the truthfulness, accuracy,or
validity of that document.
State of California
County of 1�ix
On before me,
/ (insert name and title of the officer)
personally appeared we- �C��t�7i" � �"Aw ,
who proved to me on the basis of satisfactory evidence to be the person($)whose name(o)Wan
subscribed to the within instrument and acknowledged to me that he/sire/they executed the same in
his/tier/their authorized capacity(ies),and that by his/her/t4eir signature($)on the instrument the
person(f),or the entity upon behalf of which the person(b)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
VALERIE V.SZETO
Commission#2106774
a i Notary Public-California
Signature (Seal) los Angeles County
My Comm.Expires Apr 14,2019
-Consentand
Subordination of
Lienho/der- Westlake Entrada Declaration
005782\00003\1397562.12
CONSENT AND SUBORDINATION OFL|ENHOLOBR
The undersigned, being the beneficiary under that
Rents, Security Agreement and Fixture Filing dated /?ekll Q Y , 20 1, executed by MP5
Real Estate, LLC, a Texas limited liability company (the"Borrower")and recorded on /9p),/ bV ,
20
-�� as in the Official Public Records of Tarrant County, Texas,together VVM
any modifications, supplements, restatements or amendments thereto, hereby consents to the foregoing
Declaration of Covenants, Conditions and Restrictions, and Establishment of Easements for Westlake
Entrada (the "Declaration") to be applicable to the Lmnd, in accordance with the terms thereof, and
furthermore subordinates its lien rights and interests in and to the Lend to the banno, provisions,
covenants, conditions and restrictions under the Declaration so that foreclosure of its lien will not
extinguish the terms, provisions, covenants,conditions and restrictions under the Declaration.
Compass Bank,
o
By: 13rtlw-
STATE OF 4t 5 �
C�}UNTYOF_�L�\��_� �
�
Befor Q�It t,�\-A a Notary Public, on this day personally
appearei ]LI 'CA i,-T L,( known to me to be the person whose name is subscribed to the
foregoing instrument and abknowledged to me that he/she executed the same as the act of American
Bank of Texas, a as its for the purposes and
consideration therein expressed.
Given under myhand and seal ofoffice this J-qdayof 201 17
7-
[SEAL)
Notary Public,
Stke of
Printed name ofNotary: 5
/.-�
�NyCommission Expi�s: '�� ' '
+Consenmnd
Subordination of
Lenhohdex- Westlake Entrada ovdusmoo
005782\00003\1 397562.12
LIST OF EXHIBITS
EXHIBIT"A" .............................................................................................................. Covered Property
EXH|B|T^A- ^ —.------------.---------------------'K8onumant Signs
EXH|8[T~A-2^ .................................................................................... .....................PID Improvements
EXH83D'^A-3^ ......................................................................... ................................... Private Streets
E%H|B[T"A4 —.--------------RetoningVVoksvvdhnAssooiadunLandooapeArooa
EXHIBIT"B" .......................................................................... ......... .....................Annexab|ePropmrty
EXHIBITT" ....................................................... ................................ ......... .............. ..........Site Plan
EXHIBIT"O" ....................................Residential Area Allocable Assessment Share and Voting Power
EXHIBIT T" .............—...........................................................Description ofOffsite Maintenance Area
EXHIBIT"F" -----------------.------------PO}k4ainbananceAgnoement
EXH|B[7"G" — ............... ..................................................................... ....... ......... Gas Well Pad Site
EXHIBIT^H^ .................................... .......................................3O'YoorStreet Replacement Schedule
Exhibit List Westlake Entrada Declaration
EXHIBIT"A"
Verify that this survey covers all of the development, all phases and is identical to Ordinance 703,
Exhibit 1
Covered Property
BEING A TRACT OF LAND SITUATED IN THE C.M.THROOP SURVEY,ABSTRACT NO. 1510, THE W. MEDLIN
SURVEY, ABSTRACT NO. 1958, THE WILLIAM PEA SURVEY, ABSTRACT NO, 1246 AND THE JOSEPH HENRY
SURVEY, ABSTRACT NO. 742, TARRANT COUNTY, TEXAS AND BEING A PORTION OF TRACT 2 AS
DESCRIBED IN THE SPECIAL WARRANTY DEED TO MAGUIRE PARTNERS - SOLANA LAND, L.P. AS
RECORDED IN VOLUME 16858, PAGE 176 OF THE DEED RECORDS OF TARRANT COUNTY, TEXAS AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD FOUND WITH "HUITT-ZOLLARS" CAP AT THE SOUTHWEST CORNER
OF LOT 2R1, BLOCK 1, WESTLAKEISOUTHLAKE PARK ADDITION NO. 1, AN ADDITION TO THE TOWN OF
WESTLAKE,TEXAS AS RECORDED 1N INSTRUMENT NO. D209080990, OF THE OFFICIAL PUBLIC RECORDS
OF TARRANT COUNTY, TEXAS, BEING ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOLANA
BOULEVARD (FORMERLY KNOWN AS KIRKWOOD BOULEVARD), A VARIABLE WIDTH RIGHT-OF-WAY AS
DEDICATED BY SAID WESTLAKE/SOUTHLAKE PARK ADDITION NO. 1 AND BEING THE BEGINNING OF A
NON-TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 09 DEGREES 13 MINUTES 12
SECONDS, A RADIUS OF 1428.00 FEET AND BEING SUBTENDED BY A CHORD WHICH BEARS NORTH 47
DEGREES 49 MINUTES 50 SECONDS WEST A DISTANCE OF 229.54 FEET;
THENCE ALONG THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOLANA BOULEVARD, A VARIABLE WITH
RIGHT-OF-WAY, AS DESCRIBED IN DEDICATION DEED TO THE TOWN OF WESTLAKE AS RECORDED
UNDER INSTRUMENT NO. D208427746, DEED RECORDS OF TARRANT COUNTY,TEXAS THE FOLLOWING:
ALONG SAID CURVE TO THE LEFT AN ARC DISTANCE OF 229.79 FEET TO A 1/2 INCH ROD FOUND WITH
GRAHAM CAP AT THE END OF SAID CURVE;
NORTH 52 DEGREES 30 MINUTES 14 SECONDS WEST A DISTANCE OF 32.60 FEET TO 12 INCH IRON ROD
FOUND WITH GRAHAM CAP BEGINNING OF A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 18
DEGREES 54 MINUTES 50 SECONDS, A RADIUS OF 612.00 FEET AND BEING SUBTENDED BY A CHORD
WHICH BEARS NORTH 43 DEGREES 02 MINUTES 50 SECONDS WEST A DISTANCE OF 201.11 FEET;
ALONG SAID CURVE TO THE RIGHT ARC DISTANCE OF 202.03 FEET TO A 1/2 INCH IRON ROD FOUND WITH
GRAHAM CAP AT THE BEGINNING OF A COMPOUND CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF
24 DEGREES 06 MINUTES 48 SECONDS, A RADIUS OF 812.00 FEET AND BEING SUBTENDED BY A CHORD
WHICH BEARS NORTH 21 DEGREES 32 MINUTES 03 SECONDS WEST A DISTANCE OF 339.22 FEET;
ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 341.74 FEET TO A 1/2 INCH IRON ROD FOUND
WITH GRAHAM CAP AT THE END OF A SAID CURVE;
NORTH 09 DEGREES 28 MINUTES 39 SECONDS WEST A DISTANCE OF 132.24 FEET TO A 1/2 INCH IRON
ROD FOUND WITH GRAHAM CAP AT THE BEGINNING OF A CURVE TO THE LEFT HAVING A CENTRAL
ANGLE OF 45 DEGREES 43 MINUTES 19 SECONDS, A RADIUS OF 708.00 FEET AND BEING SUBTENDED BY
A CHORD WHICH BEARS NORTH 32 DEGREES 20 MINUTES 19 SECONDS WEST A DISTANCE OF 550.11
FEET;
EXHIBIT"A" Westlake Entrada Declaration
1
005782\00003\1397562.12
ALONG SAID CURVE TO THE LEFT AN ARC DISTANCE OF 564.98 FEET TO A 1/2 INCH IRON ROD FOUND
WITH GRAHAM CAP AT THE END OF SAID CURVE;
NORTH 55 DEGREES 11 MINUTES 58 SECONDS WEST A DISTANCE OF 190.50 FEET TO A POINT;
NORTH 08 DEGREES 56 MINUTES 27 SECONDS WEST A DISTANCE OF 21.41 FEET TO A POINT ON THE
EASTERLY RIGHT-OF-WAY LINE OF PRECINCT LINE ROAD, A VARIABLE WIDTH RIGHT-OF-WAY, AS
DESCRIBED IN DEDICATION DEED TO TOWN OF WESTLAKE AS RECORDED UNDER INSTRUMENT NO.
D208427746, DEED RECORDS OF TARRANT COUNTY, TEXAS AND BEING THE BEGINNING OF A NON-
TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 16 DEGREES 09 MINUTES 21 SECONDS,A
RADIUS OF 1,432.50 FEET AND BEING SUBTENDED BY A CHORD WHICH BEARS NORTH 27 DEGREES 07
MINUTES 42 SECONDS EAST A DISTANCE OF 402.59 FEET;
THENCE ALONG THE EASTERLY RIGHT-OF-WAY LINE OF PRECINCT LINE ROAD,THE FOLLOWING;
ALONG SAID CURVE TO THE LEFT AN ARC DISTANCE OF 403.93 FEET TO A 1/2 INCH IRON ROD FOUND
WITH GRAHAM CAP AT THE END OF SAID CURVE;
NORTH 18 DEGREES 47 MINUTES 24 SECONDS EAST A DISTANCE OF 185.36 FEET TO A 1/2 INCH IRON ROD
FOUND WITH GRAHAM CAP;
NORTH 17 DEGREES 03 MINUTES 03 SECONDS EAST A DISTANCE OF 322.64 FEET TO A 1/2 INCH IRON ROD
FOUND ON THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY 114(A VARIABLE WIDTH ROW);
THENCE ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY 114,THE FOLLOWING;
NORTH 60 DEGREES 06 MINUTES 26 SECONDS EAST A DISTANCE OF 44.54 FEET TO A TEXAS
DEPARTMENT OF TRANSPORTATION BRASS DISK IN CONCRETE FOUND;
SOUTH 71 DEGREES 03 MINUTES 32 SECONDS EAST A DISTANCE OF 254.55 FEET TO A POINT FOR
CORNER FROM WHICH A TEXAS DEPARTMENT OF TRANSPORTATION BRASS DISK IN CONCRETE FOUND
BEARS NORTH 05 DEGREES 35 MINUTES 27 SECONDS WEST A DISTANCE OF 0.49 FEET;
SOUTH 77 DEGREES 26 MINUTES 06 SECONDS EAST A DISTANCE OF 746.74 FEET TO A TEXAS
DEPARTMENT OF TRANSPORTATION BRASS DISK IN CONCRETE FOUND;
SOUTH 71 DEGREES 03 MINUTES 31 SECONDS EAST A DISTANCE OF 1443.85 FEET TO A TEXAS
DEPARTMENT OF TRANSPORTATION BRASS DISK IN CONCRETE FOUND;
SOUTH 62 DEGREES 34 MINUTES 19 SECONDS EAST A DISTANCE OF 404.34 FEET TO A TEXAS
DEPARTMENT OF TRANSPORTATION BRASS DISK IN CONCRETE FOUND AT THE BEGINNING OF A CURVE
TO THE RIGHT HAVING A CENTRAL ANGLE OF 08 DEGREES 19 MINUTES 09 SECONDS; A RADIUS OF
2,709.79 FEET AND BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 58 DEGREES 24 MINUTES 45
SECONDS EAST A DISTANCE OF 393.11 FEET;
ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 393.46 FEET TO A BROKEN TEXAS
DEPARTMENT OF TRANSPORTATION BRASS DISK IN CONCRETE FOUND;
SOUTH 54 DEGREES 15 MINUTES 11 SECONDS EAST A DISTANCE OF 399.24 FEET TO A BROKEN TEXAS
DEPARTMENT OF TRANSPORTATION BRASS DISK IN CONCRETE FOUND;
EXHIBIT"A" Westlake Entrada Declaration
2
0057821000031i 397562.12
SOUTH 64 DEGREES 19 MINUTES 50 SECONDS EAST A DISTANCE OF 56.55 FEET TO A 5/8 INCH IRON ROD
FOUND WITH "HUITT-ZOLLARS" CAP AT THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT
HAVING A CENTRAL ANGLE OF 02 DEGREES 13 MINUTES 56 SECONDS, A RADIUS OF 2,754.79 FEET AND
BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 43 DEGREES 17 MINUTES 37 SECONDS EAST A
DISTANCE OF 107.32 FEET;
ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 107.33 FEET TO A 1/2 INCH ROD FOUND WITH
"HUITT-ZOLLARS" CAP FOR THE NORTHEAST CORNER OF LOT 1, BLOCK 1, OF WESTLAKEJSOUTHLAKE
PARK ADDITION N0, 1, AN ADDITION TO THE TOWN OF WESTLAKE, TARRANT COUNTY, TEXAS,
ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 388-214, PAGES 78 AND 79, PLAT RECORDS,
TARRANT COUNTY,TEXAS;
THENCE DEPARTING THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY 114, NORTH 90 DEGREES
00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1, BLOCK 1, A DISTANCE OF
2,132.54 FEET TO A 5/8 INCH IRON ROD WITH "CARTER-BURGESS" CAP FOUND FOR THE NORTHWEST
CORNER OF AFORESAID LOT 21711,BLOCK 1,WESTLAKE/SOUTHLAKE PARK ADDITION NO. 1;
THENCE SOUTH 52 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTHWESTERLY LINE SAID
LOT 2111, BLOCK 1, A DISTANCE OF 1000.00 FEET TO A 5/8 INCH IRON ROD WITH "CARTER & BURGESS"
CAP FOUND AT AN ANGLE POINT IN THE WEST LINE OF SAID LOT 2R1,BLOCK 1;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST ALONG THE WEST LINE OF SAID LOT 2111,
BLOCK 1, A DISTANCE OF 168.56 FEET TO THE POINT OF BEGINNING AND CONTAINING 85.90 ACRES OF
LAND.
EXHIBIT"A" Westlake Entrada Declaration
3
005782\00003\1397562.12
EXHIBIT"A-1"
Monument Signs
[see attached]
EXHIBIT"A-1" Westlake Entrada Declaration
005782\00003\1 397562.12
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EXHIBIT"A-2"
PID Improvements
1Road Improvements'approximately 49.116SYofSinohreinforced concrete pavement,
34.586 SY of 8-inch reinforced oononaUa pavements, 80.500 SY of 8-inch treated sub- grade compacted
to 8596 8PO, striping, street signage and signals, turn lanes and bridgea, as described on the Appendix
following.
2. Water Distribution System Improvements — approximately 15'640 linear feet of 12'
inch water lines, approximately 6,149 linear feet ofO'inohwater lines, fire hydrants and trench safety
procedure, andescribed onthe Appendix following.
3. anitary Sewer Collection System Improvements — mppnoximate\y 14.554 linear feet
of 8-inch PVC, including sewer laterals, manholes and trench safety procedures as described on the
Appendix following.
4 a 12-acre oeniny| lake, vineyorda, hews'
rubble stone walls and pathways on approximately nine acres, installation of over 2}6 miles ofB-12'widw
concrete paths with aamUng areas, public art and public lighting details, including boUardo, gathering area
lighting and street lighting, eudescribed onthe Appendix following.
5. — 4.955 linear feet of double conduit with pull
boxes and 13,891 linear feet of single conduit with pull boxes that runs parallel to the street network and
tobeused byfranchise utilities such amcable and fiber.
S. Parking Strurture'aparking structure with approximately 44Oparking spaces.
Notwithstanding anything to the contrary contained hemnin, in no event shall the Association
Maintained Areas include any Water Distribution System Improvements, Sanitary Sewer Collection
System Improvements, storm drainage improvements or Dunt Bank Extension Immpmmvmnnemba
described in the Service and Assessment Plan adopted by the Tpxvm with respect to the 9|D
|nmprmvenmombo (collectively, the "Town K0a/mte|mad Improvements and Services"), which Tmvxm
Maintained Improvements and Services the Town has agreed tmmaintain inthe same manner am
similar infrastructure improvements located within the Town.
[appendix depicting PID Improvements to follow]
EXHIBIT"A-2" Westlake Entrada Declaration
005782\00003\1 397562.12
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EXHIBIT"A-3"
Private Streets
[description and/or depiction to follow]
EXHIBIT"A-3" Westlake Entrada Declaration
005782\00003\1 397562.12
MOORELAND
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EXHIBIT"A-4"
Retaining Walls within Association Landscape Areas
[description andlor depiction to follow]
EXHIBIT"A-4" Westlake Entrada Declaration
00578210000311 397562.12
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EXHIBIT"B"
Annexable Property
NONE
EXHIBIT"B" Westlake Entrada Declaration
005782\00003\1397562.12
EXHIBIT"C„
Site Plan
[see attached]
EXHIBIT"C" Westlake Entrada Declaration
1
005782100003\1397562.12
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EXHIBIT"D"
Residential Area Allocable Assessment Share and Voting Power
[see attached]
EXHIBIT"D" Westlake Entrada Declaration
1
005782%00003\1 387562.12
WESTLAKE ENTRADA POA VOTING STRUCTURE: 3/13/2017 15:24
Land Area %of Land
Residential Voting Power: Allocation Area: Total Votes:
Total Residential Unit Count: 322
Fee Simple Residential: 272 31,35 acres 272
Residential Condominiums: so 2.54 acres 50
33.89 acres 61% 322
Non-Residential Voting Power:
Initial Estimated Non-
Residential Building Area: 635,000 sqft 21.40 acres 39% 203
Total Votes: 525
Vote per 1,000 sqft of Non-Residential Space: 0.83
i.e.A 10,000 sqft Non Residential Building will have 8.3 Total Votes
EXHIBIT"E"
Description of Offsite Maintenance Area
[see attached]
EXHIBIT"E" Westlake Entrada Declaration
005782\00003XI 397562.12
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EXHIBIT"F"
Form of PID Maintenance Agreement
[see attached]
EXHIBIT"F" Westlake Entrada Declaration
1
005782\00003\1 397562.12
5�()JmI�Pt 1)�Hcl�men,�ement�fhst�r�d N�o,
This 1- ANAGEINIENNT olkNIMPROVEMENT SERVICES AGREEMENTrAgrQement")
is made and catered into by and between the Town of Westlake, Texas (the -'Town"). by and
thromyll its duly authorized Tovn kdana,�er. and 'Nestdakc Entrada Property
Vm-. a Texas non-protit corporation by and through
ri,rs Association,
its duly, authorized President.
RECITALS
'I he Collox.x ma gtat..,ments are true and correct and constitute the basis upon which the Tom,:n cand
Z7
Contractor have -1-iitered into this Aurcement:
W'HEMEAS, pursuant to Chapter 372 of the Texas Local Governimm ('ode on February 24.
'014 the kh,"estlake Tmk�n Council adorned Resolution No. 14-07 creating the Solana Public
Improvement District No. I (the -District-): and
NX;I AIIEREAS, the Town of Westlake is authorized to utilize the District 10 Url&rtake
inlproN ements aiid �or services li,=t nt' , i), :i .1 benefits on the pari oj'ilie Westlake z, ithin thy,
Di trict: :;.std
WHEREAS, the Town has comflicted G6th t\118(lUire Partners-Solatia Land. L.P.. a Texas
limited partnership pursuant to the 180 Agreement (as defined Hi Sectimi "I
h,wrcojl*) and the Development Agreement (as defined in Section 31 hereon to)- the initial
construction of certain improN enientS included in the Improvements and Services (as defined it)
Section 2.1 ficreol) to Oc pc0lormed be Contract.- and
the Contracior's rushes. duties and obligattit>rt> hereunder with respect to an\
hiiprm ems ts or SQr\ice,, shall apply onIN to those improvements that have been completed and
chialtv accepted bv the Fown in aecordance with the tornis of the 'So Agreement and [lie
Do"elopment Agrceinciu.: and
AS, the \\-`est1akC l o`,vet ('01.11161 is authorised to levy and collect special assessments
on property in the District- based on the special services conferred by the improvements and/or
s -ices. t
ei-% o pay the cost Ot' AlCh improvements and ser,ices, and
WHEREAS, the Town of' Westlake desires to enter into a written agreement with Contractor
I,()]. thy: provision of certain Improvements and Services in the District- as more specifical]N° set
forth in this Agreement: and
005782\00003\1 491983,7
��=1€F,R AS, wucl3 improvements and services eOnstitulc a supplement to standard Westlake
Sc I v icc and an added incr-:rn it cit"s�r�ice t�� ��rovidc other special benefits and sen ice tiR:hich
Will enhance the vitality and quality of the District: and
rv` '
A,'.-,. Contractor wishes to assist the Town _of Westlake by proA idinu, ftu•nishingor
performing such improvements and scn,ices in compliance with the requirements outlined in the
Developer Aurcenlcnt and Serf ice }nd :assessment [Flan.
for and In eonsidel'aition of the tllutual covenants. promises. and
<t�rree3��znt, contained herein_ the 'FONNII of Westlake and Contractor dog hereby covenant and
a,grc, as follo\vs:
1. ENGAGEMENT OF CONTRA t -Eta
Fhe Town of Westlake herchy cngaaes the Contractor_ and the Contractor hereby agrees to
provide_ fikirnish. oversee or perforin in accordance with this ."un-eernent the improvements
and/or serve ices set ibrth in `section '.
1 , QV . _ N�- °fit' Slu ��j 1C'I�S FOR T1-1! DIST �I -t
'.I. Scope of Contractors Duties
Contractor ,hall provide or cause to be provided those imhrovenients and sere ices (the
Improvements and Services-) set forth in and subiect to the Service and Assessment Plan four
the District approved by the Westlake 'FoV ii Council for the fiscal year covered by this
At,reenient (the "Service and Msessment Plat,-) (which is attached hereto as Exhibit "B" and
hereby made a part ol'this Apreernmt for all PUrposes). as may subsequentIN be amended. and
the ordinance adopted by the Westlake Town Council levying assessments on properties in the
District for stich frnprovements and Services (which ordinance is a public document on fib in
the Town of Westlake T,owwn Secretary's Office and is hereb} incorporated for all purposes).
Notwithstanding anything to the contrary contained herein, the Improvements and
Services within the scope of this Agreement shall in no event include any Water
Distribution System Improvements, Sanitary Sewer Improvements, Storm Drainage
improvements or Telecommunications Duct Bank Extension described in the Service and
Assessment Plan (collectively, the "Toxon Maintained Improvements and Services"), which
J own Maintained Improvements and Services the Town herein acknowledges and agrees
shall be maintained by the Town in the same manner as similar infrastructure
improve►nents located ':within the Town, provided, however, the Storm Drainage
I
mprovements and Town Maintained Improvements do not include the lake, the bank
around the lake and the surrounding land area around the lake which are hereby
expressly included in the Improvements and Services. C'omractor shall also comply with the
following related duties and respor. ibilities:
2
00578210000311491983.7 u
ta) Oversc,: the bidding and I-awarding of any third tarty contracts for the
maintenance of the above-refereneed Improvements and Services in accordance
with the N'laintenance Standard described on Exhibit "C" attached hereto and
hereby made part of this Agreement for all purposes_ and hereby adopted by the
Westlake Council:
(b) prepare maintenance ,chtedules and standards for the Improvements and Se1'w'tces
to be incorporated in the Service and assessment Plan to be adopted b,, the Torn
and implemented by the Contractor in accordance with the terms of this
Agreement. Specifically. the Contractor shall protide the Town with an annual
street. rctainimg wall an landscape plan to be incorporated into the Service and
assesstuent Pian that will inctude (N�ithout limitation) the plan far tit revisit and
replacement elan lbr streets). and (ii) median and retaining wall maintenance,
snowing and Mindscape manicuring tfrequenc;., as well as specific seasonal
planting plans for the District. The 'Down will review the annual street_ retaining
wall and landscape plan proposed by Contractor in conjunction with its annual
reti�ic%N of'tile Service and Assessment flan,
(c') y..lanitor vvor-k pertfsrrned by any subcontractors for the maintenance ol'any- of the
above rotercnc,:d Irnpro\etrtents and Services to ascertain that all such work is
performed completely. professionally, and with the appropriate levet of quality
and to make w hatc, ger_ chap-yes are necessary- to achieN Q these objectiN es;
(c) Obtainmaintain and pa} f'or insurance necessitated by the above referenced
improvements and Sery ices. as may be directed or reviewed by the Town of
Westlake s N'ianager or-Other designee;
(d) In accordance with Section 37Z.tt 13 of the l eras local Government Cade.
prepare a SerN ice and assessment Plan for the five (5) .,ears following the fiscal
year covered by this Agreement. to be adopted by the advisory body for the
District or other entity designated bythe Westlahe and approved by the \�°'estlake
Toval Council,
(e) Maintain a bell and accurate accounting of-disbursements for reimbursement from
District revenues. and
I t Maintain copies oto all contracts and invoices R r work performed b-,,-
Subcontractors for rile maintenance of any of the abor e referenced Improvements
and Services for a period of seven (7) rears:
The Contractor may provide additional services set forth in Exhibit "A" attached hereto upon
the written request of the Town Manager.
3
005782\00003\1491983.7
The Contractor may engage the services of a third party professional managers. subcontractors
or consultants. as may be deemed necessary by the Contractor to perform the duties and
obligations of the Contractor hereunder with respect to the Improvements and Services.
Notwitlistai-iding the loreg-oino or aiwdilng to the coi-lirary contained herein. the Improvements
and Services to be provided by 111e Contract shall not include any and all services provided by
the -Pll) Adminisiratot' (herein so called) twhlch is tc, be separate],, eniyaLed by the '!own for
the purposes of levying, and collecting assessnielits for the District.
Contractor Coajj2ens�ttion
Fhe Contractor shall chari-,,z• iio rnanagcii'ient fee For the linprovernCilLs and Sere ices provided
hut- cantto this Agreement. as the parties agree ackno%viccloe and ihat Contractor has derived?=
L,lood and stiff cicni hens it and consideration Cor the location at)d existence of iinpro-,lernents
within the District. bec'aLise Contract is the property owners association coi)iprised of owners of
Nal propeiiwithii) the Districi.
Standard of Care: Nawrc of RelatioiishiL)
C.ontracior shall cominciice. carry oil. and provide the Improvement., and `�er-Jccs with all
practicable dispatch- in a sowed. economical. and efficient inanner. in accordance with this
coruract and its attachineiiis and all applicable laws. Cotltractor shall ensure that any work oil
the Improvements and Services is property eoordinated with related vorl, being performed by-
the Town of Westlake. Unless Odler',Vise specit'icall, provided herein, all of the fmpro\ements
and Services \gill be performed by the Contractor or under the Gotitractor's sullentisioti All
oersoimel or third r)art% managers, subcontractors or consultants engauccl by the Contractor shall
I - "n C
he Flill�, qualified to perlbri-ri those improvements and Services delegated to them.
24. sccllrit� Services
NothingL-
in this Agreement shall preclude the Contractor from providing. as part of its
Improvements and Services- additional security services to the District. Unless otherwise
specifically provided herein. all of the Improvements and Services related to Security Services
I y
will be performed by the Contractor or under the Contractor's supervision.
TH-E TOWN! OF WFS. —AKE'S F)UTIES AND R-,ESPO NS1-iBiLTj S
The Town of Westlake- either directly or through the PID Administrator. shall provide the
following services in connection with operation of the District and the Contractor's
z::,
performance under this Agreement:
4
005782%00003kl 491983.7
(a) Levying and collecting. though the Westlake's agreement with the County Tax
Assessor/Collector- assessments and recording the same in a separate revenue
account:
(b) Making payments to Contractor from special assessment revenues and other
Di strict revenues.
(c) Maintaining the same level of services in the District as that which the Town of
Westlake provides in comparable areas of the Westlake;
(d) Maintaining complete and detailed records concerning any expenditure of
special assessment revenues and other District revenues. which are made
through the Town of Westlake departments. boards. or agencies;
(e) Retaining and expending revenues from special assessments, penalties. interest.
and investment income thereon solely in the District: provided that Contractor
acknowledges that amounts collected as penalties. fines or interest for violations
within the District or failure of any owner to pay assessments or other amounts
due under the Service and Assessment Plans shall be deposited into the Town's
general revenue fund for use within or outside of the District;
(f) Preparing an annual report of delinquent property assessments and liens thereon
to be assigned to the Town of Westlake-s delinquent tax collection attorney:
(g) Causing the PID Administrator to perfonn its obligations in accordance with the
Service and Assessment Plan. including. without limitation
(i) Making regular reports to Contractor concerning delinquent assessments
and making billings thereon as necessary: and.
(ii) Producing an annual assessment roll of property owners and property
within the District.
The Town of Westlake shall have no financial obligation to the District other than levying and
collecting. through its agreement with the County- Tax Assessor/Collector. the assessments
levied by the District (as administered by the PID Administrator). except as provided in
subsection (c) above. and. pursuant to and in accordance with this Agreement. paying for
Improvements and Services that Contractor performs in the District.
Y L9 L F.z h w.�i.�`�S I W �},�
This Agreement may not be amended unless executed in writing by both parties. The 'l-own may
modify or amend the Service and Assessment Plan (and by such amendment- the scope of the
Improvements and Services to be provided by Contract pursuant to this Agreement) with notice
5
00578210000311491983.7
to. but without the consent of. the Contractor. Promptly following any amendment to the Service
and Assessment Plan by the Town. the Town shall deliver to Contractor a copy of such amended
Service and Assessment Plan adopted by the Town and then in effect.
This Aareerrient shall commence 2016 (the -Effective Date") and, unless
terminated earlier in accordance with this Agreement- expire December 31. 201(the"rerm^').
and which Term shall be automatically renewed for successive on,: H I k.-ear periods unless
terminated b-,, the To\�n by LhirtV (330) days' prior Ak-ritten notice delivered to Contractor. oi-
otherwise earlier terminated b\ either parva pursuant to a termination right set north herein. The
most current Service and Assessment Plan for the District adopted b\ the I-ov'.11 Shall
auiomatically replace the Set-vice and ..\ssessment Plan attached as Exhibit -C- to this
'-W1Yeen1enL Upon CLICII annual renc\Nal ol'this A1.1rCCInent \kithOL11 further action required bN the
I oixt) or Contractor. and upon adoption thereof by the Town. the Yowri shall promptly (but in
,art,, e-
vcnt prior to saine becoming effeciiNe) deliver a copy of SUCh adopted Service and
Assessment !:'Ian io the Contractor.
6. RELELkSE OF FUNQ�_FO CONTRA�(71-Q
6.1. Procedure
Periodically, but not more Crcquently than once per month. Contractor shall present to the PID
Administrator and Town NIanauer a report of the Improvements and Services provided by
Contractor since (i) for the first report Linder this Agreement. the Effective Date and (ii) for all
subsequent reports. the date of the previous report. All such reports must include documentation
sufficiently demonstrating to the IIID Administrator and Town Manager that any sums paid or
incurred by Contractor have been paid or are due. Provided that all such riecessar). reports and
supporting documentation have been provided to the PID Administrator and To-%N,-n Manager.. the
-I own Of Westlake shall authorize the IIID Administrator to pay the Contractor for all lawful
expenses made or incurred b,, Contractor within thirty (30) days of receipt of all such reports
and supporting documentation. NotWill"Istandins-, anything to the contrary herein. the Town of
Westlake shall not be required to pay, Contractor any amount that exceeds the then-current
balance of'District revenues or that is not in accordance with the Set-vice and Assessment Plan
for the then-current fiscal \'ezir,
(i?. Work Rej)orts
Contractor shall also submit a periodic work report as requested by the Town Manager. This
,vork report shall detail all of the Contractor's significant work activities in the District. The
format of the report shall be by agreed mutually upon [lie Contractor and the Town Manager.
Z7 1
Notwithstanding anything to the contrary herein. payments to Contractor may be withheld if any
such report is not received. The Down Manager shall hl',,e the right to verify that the report is
6
005782\00003\14919817
complete and accurate. and may withhold payment until corrected to the Town Managers
reasonable satisfaction.
6.). In ttf`ficient District Fund�,
In the event that District revenues are not available or are insufficient for the. Totivn of Westlake
to make any payment to Contractor hereunder. the Town Manager shall promptly notify
Contractor. The Contractor shall have the right (but not the obligation) to pay the deficit (on a
non-reimbursable basis). in which case this Agreement shall continue in effect. The Contractor
shall prepare a neve- budget for the Town Council's consideration that will rectif}° the deficit
spending and which. will result in the reduction of expenses or the increase of assessment as
determined by the Town Council.
Contractor hereby assumes full liability Gor any damages to any public or private property which
i, due Io the cross negli_�ence or willful misconduct of (ontractor, its subcontractors, at
permittees or assigns.
101. L ABILITY"QF T€1E T0`r'1N OF WESTLAI'E: PEIZSONAL LIABTi.,I:[X_QF
PUBLIC OFFJCAJIL_�S
No employee of the Westlake. nor any other agent of the Westlake. shall be personally liable for
any damages caused by Contractor. its officers_ agents. servants. employees. contractors and
subcontractors or any other liabilities of Contractor under this Agreement or otherwise related to
this Agreement. It is further expressly agreed that the Westlake shall not be liable or
responsible for any damages caused by Contractor. its officers. agents. servants. employees.
contractors and subcontractors or any other liabilities of Contractor tinder this Agreement or
otherwise related to this .Agreement.. nor shall the Town of Westlake be liable or responsible to
Contractor or any other person for or on account of any stoppage or delay in the work herein
provided for b} injunction or other legal or equitable proceedings. or from or by or on account
of an%' delay for any cause over which the Town of Westlake has no control.
t tM t i.it.'TOR COf / � .VIS _fYD 1(Y_REES TO. A:VD DOES HEREBY, LN'DE.1, '1F) Ft;!I
HOI.D II-1RW1J,_SS" ,iAY) DEFr_,VD THE IJES'TLA E. ITS' OF 1C'ERS .-I.VD EIIPLO IBES.
1-7?0 Ll AN*[) AG,4 L�SI' I V} A D ALL SUITS OR C'LAL-11S FOR D.4A14GES OR hNJRIES.
Lei C`L L.'DhN,`G DEATH, TO .L70 A:-N'1) .111. PERFSO V S OR PROPERTY l-1"HETHFR REAL 01Z
q.S.Sh.`RTED. .4RLS1A6 OUT OF OR LV ( O.VNE(`TI0.,N PYTH _4 Y GROSSLY ,VEGLIGEA"T
.ft Y OR GROSSLY O:=MISSION ON THE 1�'.-IRT OF HIE CO;--VTR-(70R. f IN
OFFICERS, 46'EAT S'. SERI ANTS. EMPLOYEES OR SCS 3C'ONTRACTOR.S AND THE
('O 'TRAC"TOR DOES HEREBY 1SSt-UE SILL LL-IPILITY AAD RESPONSIBILITY FOR
LV UPLIE,'S C'L.41 1S OR SUITS FOR THE D:I;VAGE,. TO PERSOAIS OR PROPERTY OF
tt ILITSOEI"I:R KL\D OR C"I P,4C'TER. PTIETII1 R REAL OR A.S.SERTED. OCC'URRhVU
7
005782\0000311499983.7
DURLVG0RAR1V.VG OLTToFTHE PERFORALIA`( EICTA!;� I RLSU11
R,
01, fl:
64?OSSIA NEGIJG1-X7'.AC7-OR THE PART
OF ME ('ONTRAVY)ff ]IS OFFICERS. AGEAV'S. SER TA.AlS. EMPLO) EE'S, OR
SIX'H SH,-ILL A.'CLUDE HIORKERS'
(UAIPEAS177ON CLAIA:6 (1F OR BY NYONE ff-HA ISOEVLY? IN, AA)* 11'4)' RES1 iffl-kG
OR , IRISIA G 01.17" OF CSC A 7-ft 4 TOIVS ff'ORK. SFRIYCE -IND OPEkITIO,7 1
CO:VTRACTOR S1--L4,LL L11MVISE HOLD HARJILFSS' THE TOU'Al OF
fV[-.-S77.AKE FOR .4jVY -V\D ALJ*. OR DAALIGE TO TOTFAT OF T'VESTLIKE
r
PROPERTF ARLSYN`G OtIT OF OR LA' COA--.,,VE(TI0A. WIT11 ANYljN--D AL GROSSLY
'VEGLIGE AT KS OR GROSSL) h
OAf1S.VO;17S OF CO.N'TRA("TOR. ITS
0 -'FICT
f *ff': ,!(;1--;VTS. F.AIPLO)-FF& UO.YTRACTOR. SUBM.A IRACTORS. LIChArSEES OR
Lt'J 77-E-E.S.
Insurance coverage specified herein constitutes the minimum requirements and said
I-eqUirenlentS shall it) no �vay lessen or limit the liability oi'Contractor tinder the terms of this
contract. Contractor shall procure and maintain. at its own cost and expense. aDN additional
kinds and amounts of insurance that. in its oN�n judgment. may be necessary for proper
protection in the prosecution of Its xN-ork.
TRACL
It Is expressly understood and agreed that Contractor shall perform all work and services
described herein as an independent contractor and not as an officer- agent, servant or employee
of the Town of Westlake: that Contractor shall ha-ve exclusive control of the details of the
services and ,, ork performed hereunder. and all persons perl'orming, the same: and shall be
solely responsible for the ne-ligent acts and negligent omissions of its officers. a(Tents.
employees. contractors and subcontractors- that the doctrine of respondeat superior shall not
apply as bervF-een Westlake and Contractor. its officers. agents- employees. contractors and
SUbcontractors., and that nothing herein shall be construed as creating a partnership or Joint
enterprise between the Town of \N/estlakc and Contractor. No person performing any of the
v,ork and services described hereunder shall be considered an officer_ agent. servant or
employee of the Westlake.
11. 1 ME'J RA Nf,'17
Contractor shall not commence work Under this Agreement until it has obtained and received
approval troin the Town of Westlake ofall insurance coverage required hereunder. Contractor
.,hall he responsible for delivering to the I'M Administrator a certificate or certificates of
Insurance demonstrating that Contractor has obtained the coverage required tinder this
AlLn-cement. The minimum insurance required of Contractor is as folloNNs:
G[-NFr:At- LIABILITY INSURANCE: Contractor shall
maintain throughout the Term of this Agreement a commercial general liability
8
005782\00003\1491983.7
insurance policy in all amount of- not less than $1.000.000 covering each occurrence
with an aggregate limit ot'not less than $2.000-000.
aggregate
.Al-IFOMOBILl". INSURANCE - 130DILY INJURY AND PROPERTY DAMAGE:
Contractor shall maintain throughout the Terni of this Agreement comprehensive
automobile liabititv coverafae in an amount not less than $1.000.000 for each accident.
This policy shall cover any automobile used in the provision of Improvements and
Services under this Agreement.
The insurance company with kvhorn 'ontractor's insurance is written shall be represented by an
o an office
agent or agents havin,., located within the Dallas-Fort Worth metropolitan area. Each
such aunt shall be duly qualified. upon whom ser,,ice or process maN be had. and must have
authority and power to act on behalf"of the insurance company to negotiate and settle with the
Yown of Westlake. or ani other claimant. any claims that the roN,,,,,n of Westlake. or anti- other
claimant. or any property owner �vho has been damaged may have against the Contractor or
I t7 c
insurance company. The name of the agent or agents shall be set forth on all certificates of
insurance. The Town shall be named as additional insured on all insurance policies obtained by
Contractor pursuant to this Agreement and Contractor shall provide the Town with certificates
of insurance thereof. All policies must provide that they will endeavor to provide at least Five
i days* notice of any change in or cancellation of the policy by the insurer. Such insurance
amounts may be revised upward at the Town of Westlake s request. and Contractor shall revise
SLICh amounts within thirty (30) days after receipt of such request.
7
Contractor shall pay all 6ederal. state and local taxes that may be chargeable on any
Irnprovements and Services provided hereunder or otherwise in relation to Contractor's duties
and obligations hereunder. subject to reimbursement of such arnounts bN, the Tm,r;ii of Westlake
paid through revenues collected through assessments collected through the District.
(,ontracLor and all of the contractor's subcontractors are required to comply with all permitting
requirements established in the Town of Westlake Code of Ordinances. Tarrant County. the State
of-l-exas or 1'ederal law before undertaking anv work or pursuing any activity which require such
permits.
14. I1. R C I OF,_V,`ORK_AND (YPERAMONIS
Contractor and Contractor's employees, contractors and Subcontractors shall be competent and
carel'61 workmen skilled in their respective trades. Contractor shall not employ any person who
repeatedly engages in misconduct or is incompetent or negligent in the due and proper
pci-fionnance of his duties or has been convicted of any crime of moral turpitude. The Town of
Westlake shall retain the right to require the Contractor to remove any employee who is guilty of
endangering the public. misconduct toward the public or is in any way discourteous to the public.
This tivork is being perfornied for the public benefit and it is necessary that it be performed in an
9
00578210000311491983.7
acceptable manner and at a satisfactory rate of progress. Contractor shall at all times maintain its
equipment in a clean. serviceable condition. All equipment shall he properly licensed and
inspected and clearly marked with the Contractor's name and telephone number.
SSIG- -� -,- , S 3 Q NTR C F1 N
_.NM DiNT AN 1) , �U. C , A 7 L
Contractor shall have the right to subcontract for the provision of any Improvements and
Services authorized hereunder so loria as the subcontract has been approved by the Town
Manauor or his designee. and copies of the subcontract have been pro,,ided to the Town of
Westlake to maintain in the Towri-s records -for the District. The existence of a subcontract shall
not relieve Contractor of any responsibility or liability to the Town of Westlake under this
Agreement. Otherwise. Contractor rna) not assign. transfer or convey any of its duties and
responsibilities tinder this Agreement to another party without the ad-,.,-aiice written approval of
the Town and eXeCUtiO1l by Such party of written agreement with the Town under which such
part,, agrees to be bound by the duties and obligations of Contractor tinder this Agreement,
18. F,F.1 F A[—L T
All terms. conditions and provisions of this Agreement shall be considered material. and
Contractor*s failure to perform any part of this Aoreenicni shall constitute an e-vent ole default
hereunder. Should the Contractor fail to rulb.- cure any defiIIIII hereunder within thirty ( iO)
calendar day=s after receipt 1'rom the To�vrt ot' Westlake of written notice of the default (or.
provided that Contractor has diligently commenced and continuously attempted cure within Such
time. such additional time as may he reasonably riecessarN, to fully cure the default). the Town of
Westlake may. at its option and in addition to any other remedies available to it under law or in
equity. terminate this Agreement by providing written notice to Contractor. Notwithstanding the
foregoing. the Town of Westlake may terminate this Agreement for any reason upon thirty (30)
calendar days' prior written notice to Contractor. In the event of any termination. any work in
progress will continue to completion unless specified otherwise in the Town of Westlake*s
termination notice. -rhe Town or Westlake shall use PID Assessment maintenance funds to pay
lor ativ such work in progress that is completed by Contractor and accepted by the Twwll of
Westlake.
Contractor shall. at such time and in such form as the Town of Westlake may require. furnish
periodic information concerning the status of the project and such other statements. certificates
and approvals relative to the prolect as may be requested by the Town of Westlake. Contractor
shall meet with the Town Manager or his designee as may be requested to discuss any aspect of
this Agreement.
N). BOOKS ANI) AI_J_1DITINL2:._J_IlGH—fS
Contractor shall maintain complete and accurate records with respect to all expenditures and
costs incurred for all Improvements and Services provided hereunder. All such records shall be
maintained on a generally accepted accounting basis and shall be clearly identified and
readily accessible to the Tokvn of Westlake. Contractor shall provide representatives of the
Town of Westlake or its appointees free access to such books and records. at all times durinu
10
005782\00003\1491983.7
regular business hours and shall provide an emergency contact name and phone number to the
Town Manager for access during non-business hours. in order that they may examine and audit
the same and make copies thereof. The initial emergency contact for Contractor shall be Ron
Corcoran. Essex N14anagenient. 1512) Crescent Drive. Suite 111 . Carrolton, Texas 75006,
Z:, -
Telephone: 972-554-2686: Email: ron.0).essexhoa.com. Contractor shall further allow the Town
of Westlake and its representatives to make inspections of all work data. documents,
proceedings and activities related to (his contract. Such right of access and audit shall continue
until the lesser of(i) seven (7) )!cars after the date such expenditure was made with respect to
nti
the records and documentation pertainingC-
to such expenditure. or (ii) seven (7) years after the
termination of this Agreement. The Town maN, retain copies of any records as it may require to
comply with record retention reqUit-0111CRIS Under applicable State Law-
The Town of'Westlake shall also have the right to conduct a performance audit and evaluation
of'Contractor at such times as the -I'okvn of \Vestlakc deems necessary. Contractor shall ftilh,
Woperate with any such per[c)rmance audit. The Town may employ consultants at the Town's
expense to assist the Town in such performance audit. Contractor agrees to give the Town of
Westlake and its consultants access to all reports. data. schedules and other relevant information
-which may, be required to conduct Such performance audit.
-q 1
.4 1. NOTiCLi',S
Art notices. bills. in,,,oices or reports required by this Agreement -;hall be conclu---Iv,.-Jv
determined to have been delivered three (3) business days after it is deposited in the United
States mail. in a sealed envelope with sufficient Postage attached. to the addresses listed belov.,
Or<LlCh other addresses as may From time to time be pro�ided to the other party:
To-vvn of'Wesllake: Contractor-
lo�vn ofWesilake Westlake Entrada Property Oh-N ners
Attention: Association
Attention: Ron Corcoran
15I 2 Crescent Dive. Suite 1121
Carrolton- Texas 75006
Fax Phone: 972-5-34-2686
Fax
(.'mail: ron essexhoa.com
Contractor hlrner�ency Contact:
Ron Corcoran
Essex N.-Jana-ement
1512 Crescent Drive;. Suite 112.
Carrolton. Texas 75006
Telephone: 972-534-2686
]--,-mail-. ron�'&�essex�hqa.com
11
005782\00003\1491983,7
21
1 his agreement Neill he subJect to all applicable federal. state and local laws. ordinances. rules
cffl(l N'Llulatlons, including. but [101 limited to. all provisions of the Town of Westlake's Cod,� of
Z7
Ordinancc-;. the District. and 7onML, ordinances of the Town. as amended.
It 11 understood that by execution of this AL-recinent. the Town of We-ttake does not waive or
surrender an) of it governinental powers or immunities.
11
V I
Z, —,N Q V A' R 4 �,, �V �
The failure of either part} to iasis! L1l)O11 the perlormance of an\ term or provision of this
.�f�rcerneni or to eXel-CiSe anN T12ht granted hereunder shall not constitute a waiver of that
party's r?L,:hi to insist upon appropriate performance or to assert any such right on anx, future
occasion.
25. _XURISDICTION
lfktn� action, whether real or asseiled, at law or in equity. arises on the basis of any proN ision of
this AL)rcerncni ,,enue ;or such action shall he in state courts located in Tarrant County- Texas
or tile United States District Court for the Northern District of Texas Dallas Division. This
I shall be construed in accordance with the laws of the State of Texa
6. NO 'rM RP PARTY R'1,L,H TS,
The provisions and conditions of this Agreement are soler for the benefit of the ToNNn of
and Contractor and are not intended to create an,, rialits. contractual or otherwise. to
and other person or entity.
27.
In the eN ent or am dispute over the meaning or application of any provision of this Agreement.
this Agreement shall be interpreted fairly and reasonably. and neither more strongly for or
against any partti. regardless of the actual drafter of this Agreement.
28. C__'A P T 10 N S
apiions and headings used in this Agreement are for reference purposes only and shall not be
I Z= I
deemed a part of this Agreement.
29. L,,NTIRETY OF AGREE NMLNT
I'llis including ;,,x, hereto oi,), documents incorporated herein
by reference. C011WHIS the entire understanding and agreement between the Towii of'Westlake
12
005782\00003\1491983,7
and Contractor as to the matters comained herein. Any prior or contemporaneous oral or
,vNi-itten agreement is hereb), declared null and void to the extent in conflict with any provision of
this Agreement.
30. ing2rifly,11
L()-1 i NN—TE,I�,r,A W f 51
This Alyvement may be executed in multiple counterparts. eacli of which shall be considered an
original, but 111 of,,khich -,hall constitute one instrument,
31. 1EMMIAQ DE— ) A1ENTAGIRFEME
.455 1—IN G-
VIEL
The real property located the District is to developed PLU-Stiam to the terms of that certain
Lconornic Developt-nem Program Agreement dated April 22. 2013. passed and appro-',xi by the
'FO\k-11 011 April 22. 2013 LnWCr WSW= W 11-17. as recorded on llvlati- 24, 201.3 as InstrUnient
MY D2131321 19. of the Real Property Records of Tarrant Count�. Texas t the -3811
Agreement-). and that certain Centurion American. Inc. Development and Subdivision
Emprovemenr Agreement dated Comber 29. 2013. passed and approved by the Town on October
M 2013 under Resolution TO. 13-34. as recordQd on November 22. 2013 as Instrument No,
D213300742. of the Real Property Records of Orrant County. T,xas (the -Decelopnient
Agreemenf'L Nothing contahwd in dis Aymement shall be interpreted to rnodit� or amend the
oblioations o',' the -Partnershif ias defined in the 38U Agreements or die -Developer- As
deNned in the Development Agmememi. SpeciticaJVl and tividiout limiting the toregoiti&y. unless
and until the Improvements are completed and accepted b) the I own in accordance with the 380
A,,.,rccmcm and Development Wgifement. the Partnership or the Dev, loper ,hall he liable and
ve:,ponsible for the Maintenance of the improvements in accordance with the terms of such 380
Agreement and/or Dcvclopnient Agreement. as applicable.
11117 REDOMMIDER. CAO THIS PAGE IS INTENTIONALLY LE17-1 BLANK]
13
005782100003114919817
' XE" " -E." as ot'the last date beloso-:
-OWN OF WE S'TLAfe:E:
i3t: Date:
has i� of\k'estlake l own Managet-
icknoll-ledgyd b.v:
Date:
Town of'h+e,dake PID Administratol*
Approved as lo.f brnn ky
Date:
l okn of Westlake AttomeN
CONTRACTOR.
WESTLAKE ENTRADA PROPERTY OWNERS ASSOCIATION,
a Texas non-profit corporation
5' Date:
N-esidetlt
14
00578210000311491983.7
Exhibit"A"
Additional Services to be Provided by Contractor
(a) Participate in mectings of individual departments within the Town of Westlake. as
required. to coordinate PTD activities.
(b) Participate in all meetings required by the ToN-vn of \,Vestlake for assistance in the
preparation of the Sen ice and :assessment Plan for the District. and update the
Town of Westlake as to authorized PID proJects and other pertinent matters.
(c► Establish means of communication for citizen input to report problems and make
SLI(QeSIiOn'; to the PID. Coordinate responses to citizens. with input from the Town
ot'NVestlake. when appropriate.
(d i Maintain a full and accurate accoUlltill� of disbursements l'or reimbursement from
PID revenueK. providim-, the FoN,\n of Vvestlake with a monthly accounting
statement:
(e) Monitor recurring expenses and perform comparative analyses to identify emerging
trends and real or potential problems. Notify the Town or Westlake of trends and
unusual or excessive expenses:
(f) Maintain a complete set of historical records of all PID acti-vity to include PID
charter. minutes of meetings. and agreements/contracts with other entities. grant
applications. etc. from the beginning of P)D to present, and
The ('ontractor shall commence. carry on. and provide such improvements and or services with
all practicable dispatch. in a sound. economical. and efficient manner. in accordance with this
Ln-cernent and its attachments and all applicable laws.
Exhibit A
005782\00003\1491983.7
ExItibit -B"
Sen ice and Assessunent Plan
Ito be attadiedl
Exhibit B
005782\00003\1491983.7
Exhibit "('''
IN-laintenance Standard
1. All Fo"n owned roads. public rights-oI=vNay and pedestrian improvements within the
District shall be tnaintatined in a manner consistent with the Town's standards for
maimenanee oi'sirnilar public 'improvements throughour the TwN—n and further described
in the Development o reernent beO een the T'owvn and Ma.*wire Partners -- Solana Land.
L.P. dated January 15. 2015. as rnati be niodifted ter amended front time to time. (the
"t 4w-elox,et's P"greemellf') and in anN event in accordance v ith the applicable code
requirements. standards and Ilan; adopted by of the Town of Westlake. including.
,.vithout limitation. (i) applicable sections of the uniform Fire Code and reasonable
conditions required b, the Town En.-incer to ensure safe passage of motorists and
pedestrians. and (ii) Ordinance No. 703 adopted by the Town on April 22. 2013. and (iii)
Ordinance No. 759 adopted by the Town on . 201—, each as modified and/or
amended from time to time (the "Applicable Zoning')_ and additionally maintained in
accordance "ith standards set firth in the Ser, ice and assessment Plan adopted by the
I'oN n ior the District.
I A11 landscaping wwithin foxhn owned land and rights-o '-ways t ithin the District shall be
maintained in a manner consistent with the To,,vn`s standards tier maintenance of similar
public improvements throfr�1"hout the Towvt7 and further described in the Dev'eloper's
AL,reement. and in anx. event in accordance NNith the Tovoi*s Landscaping, Free
Preservation and Open Space Ordinances in effect as oi'the date oi'the Town's appro-val
of plans therefor. the applicable Zoning (including. without limitation. an,- landscape
plains adopted bN the Town under applicable Zoning) and any standards set forth in the
`service and Assessment flan adopted b\ rite Towv€t for the District.
3. Other Tokvn owned improvements within the District shall be maintained in a manner
consistent with the I owvn's standards for maintenance of similar public improvements
throughout the Town and further described in the Dew;eloper's Agreement. and in any
event in accordance wwith applicable -1 own ordinances, including the Applicable Zoning.
and in accordance v ith standards set forth in the Service and Assessment Plan adopted bt
the Town ior the District.
Exhibit C
00578210000311491983.7
EXHIBIT"G"
Description and/or Depiction of Gas Well Pad Site
[see attached]
EXHIBIT"G' Westlake Entrada Declaration
1
00578210000311 397562.12
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EXHIBIT"H"
30-`tear Street Replacement Schedule
[see attached]
EXHIBIT"H" Westlake Entrada Declaration
1
005762\0000311397562.12
Exhibit H:
Total Year-One
Paid to POA Paid to POA Paid to POA Paving Costs $ 6,100,000
Commercial Pad Annual
Builder Lot Assessments($.50 Commercial POA
Assessments per leaseable psf of Road Mainteance
($1200,one-time, building space,one- Assessment(as a Special Forecasted Repairs
then$100 at every time at pad sale portion of their Assessment(if Year-End Fund (as a%of Total Year-End Fund
Year resale) closing) I total dues) needed) Income Costs) Balance
2014 $ 36,000 $ 120,000 8 12,000 $ 1 $ 168,001 $ $ 168,001
2015 $ 72,000 $ 260,000 $ 15,000 $ 1 $ 347,001 $ $ 520,042
2016 $ 96,000 $ 100,000 $ 18,750 $ 1 $ 214,751 $ $ 750,394
2017 $ 182,400 $ 100,000 $ 23,438 $ 1 $ 305,839 $ 15,250 $ 1,063,495
2018 S 3,500 $ 100,000 $ 29,297 $ 1 $ 132,798 $ 15,403 $ 1,21.2,795
2019 $ 3,500 $ 100,000 $ 36,621 $ 1 $ 140,122 $ 15,557 $ 1,373,744
2020 $ 3,500 $ $ 45,776 $ 1 $ 49,277 $ 15,712 $ 1,448,522
2021 $ 3,500 $ - $ 57,220 $ 1 $ 60,721 $ 15,869 $ 1,536,830
2022 $ 3,500 $ - $ 57,220 $ 1 $ 60,721 $ 16,028 $ 1,627,628
2023 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 16,188 $ 1,720,990
2024 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 16,350 $ 1,816,991
2025 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 16,514 $ 1,915,709
2026 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 16,679 $ 2,017,223
2027 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 16,845 $ 2,1.2.1,616
2028 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 30,500 $ 2,215,486
2029 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 30,805 $ 2,311,867
2030 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 31,113 $ 2,410,831
2031 $ 3,500 $ $ 57,220 5 1 $ 60,721 $ 31,424 $ 2,512,453
2032 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 31,738 $ 2,616,810
2033 $ 3,500 $ $ 57,220 S 1 $ 60,721 $ 32,056 $ 2,723,980
2034 $ 3,500 $ - $ 57,220 $ 1 $ 60,721 $ 32,376 $ 2,834,044
2035 $ 3,500 $ $ 57,220 S 1 $ 60,721 $ 91,500 $ 2,888,287
2036 $ 3,500 $ - $ 57,220 $ 1 $ 60,721 $ 92,415 $ 2,943,242
2037 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 93,339 $ 2,998,922
2038 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 94,273 $ 3,055,338
2039 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 183,000 $ 3,024,720
2040 $ 3,500 $ - $ 57,220 $ 1 $ 60,721 $ 184,830 $ 2,991,353
2041 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 186,678 $ 2,955,137
2042 $ 3,500 $ $ 57,220 $ 1 $ 60,721 $ 188,545 $ 2,915,967
2043 $ 3,500 $ - $ 57,220 $ 1 $ 60,721 $ 190,431 $ 2,873,737
$ 1,701,418
%of Total System
28% Replacement
MARY LOUISE GARCIA
COUP
COUNTY CLERK -•�}�
100 West Weatherford Fort Worth, TX 76196-0401
PHONE (817) 884-1195
TOWN OF WESTLAKE
1301 SOLANA BLVD BLDG 4 STE 4202
WESTLAKE, TX 76262
Submitter: TOWN OF WESTLAKE
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 6/28/2017 11:51 AM
Instrument#: D217146842
OPR 137 PGS $556.00
i.....ff1i7���'Gu,v-f tjCL4 t.ertJ
By. f
D217146842
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
RES 1 7-26