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HomeMy WebLinkAboutRes 21-35 approving an economic development agreement with 35 Pearson Opportunities in PD7TOWN OF WESTLAKE RESOLUTION NO. 71-35 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A DEVELOPMENT AGREEMENT FOR SUBDIVISION IMPROVEMENTS AND AN ECONOMIC DEVELOPMENT AGREEMENT WITH PEARSON 35 OPPORTUNITIES, LLC, FOR A PORTION OF PLANNED DEVELOPMENT DISTRICT 7, KNOWN AS WESTLAKE RANCH. WHEREAS, the Westlake Ranch residential development was approved by the Town Council by Ordinance 928 on May 24, 2021; and, WHEREAS, the Town is a duly created and validly existing Type A General Law Municipality, created under the laws of the State of Texas, including particularly, but not by way of limitation, Chapter 51, Texas Local Government Code ("LGC"); and WHEREAS, the Town of Westlake is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments; Deloitte University, and Charles Schwab, residential developments such as Vaquero, Glenwyck Farms, Terra Bella, Granada, Entrada and the Knolls at Solana which are consistent with the Town's Comprehensive Plan, as well as enrollment growth at Westlake Academy, all of which contribute to demand for improvements to Westlake's infrastructure and public buildings: and, WHEREAS, the Town of Westlake (Town) and Pearson 35 Opportunities, LLC (the Owner) desire to enter into a partnership to continue this planned growth through an Economic Development Agreement, which sets out certain responsibilities for the Owner and the Town as it relates to the development in Westlake; and, WHEREAS, the Economic Development Policy and the Tax Abatement Policy constitute appropriate guidelines and criteria governing economic developmentagreements to be entered into by the Town as contemplated by Chapter 378 and Chapter 3 80 of the LGC and Chapter 312 of the Tax Code, providing for the availability of economic incentives for new facilities and structures; and WHEREAS, Pearson 35 Opportunities, LLC, as the owner of land located within the Town, intends to develop 34.798 acres (as defined herein), and the development and construction on such Land is expected to significantly enhance the economic base of the Town; and WHEREAS, the Constitution and laws of the State of Texas, including, but not by way of limitation, Chapter 378 and Chapter 380 of the LGC, Chapter 312 of the Tax Code and the Texas Constitution, autho.rizethe Town to enter into economic development agreements, and WHEREAS, the Town has an economic development policy adopted by Resolution 16- 30; and Resolution 2 i -35 Page 1 r, f 3 WHEREAS, the Town of Westlake (Town) and Pearson 35 Opportunities, LLC (the Owner) desire to enter into a partnership to continue this planned growth through a Development Agreement for Subdivision Improvements, which sets out responsibilities for the Owner and the Town as it relates to the development in Westlake; and, 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 Council of the Town of Westlake, Texas, hereby approves the Development Agreement for Subdivision Improvements attached hereto as Exhibit "A", and the Economic Development Agreement attached hereto as Exhibit "B" with the Owner; and further authorizes the Town Manager to execute said agreements and pursue any necessary procedures on behalf of the Town of Westlake. 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 provision ns 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 `PHIS 25"" DAY OF OCTOBER 2021. ATTEST: Todd Wood, Town Secretary APPROV OA,FORM:,L. ntonwn Attorney Laura Wheat, Mayor 7`E X P5 Resolution 2 1-35 Page. 2 of 3 EXHIBITS EXHIBIT A DEVELOPMENT AGREEMENT FOR SUBDIVISION IMPROVEMENTS EXHIBIT B ECONOMIC DEVELOPMENT AGREEMENT Resolution 21-35 Page 3 of 3 ,i,, U,-� DEVELOPMENT AGREEMENT FOR SUBDIVISION IMPROVEMENTS — WESTLAKE RANCH This Agreement is entered into by and between the Town of Westlake, Texas, hereinafter referred to as the "Town", and the undersigned Developer, Pearson 35 Opportunities, LLC, hereinafter referred to as the "Developer", as Developer of WESTLAKE RANCH, hereinafter referred to as the "Development", for the installation of certain community facilities and improvements, hereinafter referred to as the "Improvements", located therein, and for the provision of Town services thereto. It is understood by and between the parties that this Agreement is applicable to the lots contained within the Development and to the off -site Improvements necessary to support the Development as shown on WESTLAKE RANCH Preliminary Site Evaluation approved by Resolution 21-25. Further, it is understood that this agreement is specific to subdivision improvements and that a subsequent agreement between the Developer and the Town that addresses the remaining outstanding provisions contained in Ordinance 928 shall be approved no later than 12 (twelve) months from the date that this agreement is executed. NOW, THEREFORE, in consideration of the premises cited hereinabove and the mutual covenants and promises contained herein, the sufficiency of which is acknowledged, the parties hereto agree as follows: A. DEFINITIONS In Development to the terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Agreement shall mean this Development Agreement between the Town of Westlake and Pearson 35 Opportunities, LLC. Affiliate shall mean all entities, incorporated or otherwise, under common control with, controlled by or controlling the Developer. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Developer shall mean the Developer and/or its Affiliates or assigns. Development shall mean the single family detached residential development depicted on the WESTLAKE RANCH Preliminary Site Evaluation, approved by the Town of Westlake Town Council on June 21, 2021. Town shall mean the Town of Westlake, Texas, and its officials assigned by the Town Manager to review and approve submittals in accordance with the Town of Westlake Code of Ordinances and published standards, restrictions, rules and regulations. B. GENERAL DESIGN AND CONSTRUCTI ON REQUIREMENTS 1. The Developer shall furnish, at its own expense, all engineering services required for the Development and the Improvements. Engineering services shall be performed by a professional engineer registered in the State of Texas. Such engineering services shall conform in all respects to the Town engineering and design standards. Engineering services shall consist of, but not be limited to, survey, designs, plans and profiles, estimates, Resolution 21-XX WESTLAKE RANCH Development Agreement Page 1 of 12 construction supervision, and the furnishing of necessary documents in connection therewith. All engineering plans shall be submitted for review by, and be subject to, the stamped acceptance by the town engineer. The town engineer's review and acceptance does not relieve the Developer or Developer's engineer of the responsibility for design and construction. 2. Construction of the Improvements shall be in strict conformance with the plans to be prepared by the Developer and reviewed and accepted by the town engineer and with all policies, standards, and standards and specifications adopted by the Town relating thereto. The town engineer's review and acceptance of the plans shall not limit or affect the Developer's responsibility for design and construction. 3. The Developer shall employ, at its own expense, a qualified testing company, previously approved by the Town, to perform all testing of materials or construction that may be required by the Town and shall furnish copies of test results to the town engineer. 4. At all times during construction of the Improvements, the Town shall have the right, but not the duty, to inspect materials and workmanship, and all materials and work shall conform to the accepted plans and specifications. Any material or work not conforming to the accepted plans and the Town's engineering standards shall promptly be removed or replaced to the satisfaction of the town engineer at the Developer's expense. 5. The Developer will be responsible for mowing all grass and weeds and otherwise reasonably maintaining all land within the Development which has not been sold to third parties. After fifteen (15) days written notice, should the Developer fail in this responsibility, the Town may contract for this service and bill the Developer for reasonable costs. Should the costs remain unpaid for thirty (30) days after notice, the Town may issue a construction stop work order until all costs are paid. 6. The obligations of the Developer provided for in this agreement pertaining to Development Improvements shall be performed no later than two (2) years from the issuance of the notice to proceed for construction of Development Improvements, and proper application for acceptance of the Improvements shall be made by such date. 7. No Improvements shall be deemed to be completed until the town engineer has certified, in writing, that the Improvements have been completed in general conformance with the plans therefore as accepted by the Town. 8. The Developer shall provide the town engineer with a sworn affidavit, signed by the Developer's authorized representative, that the Improvements completed have been paid for, in full, by the Developer. The Developer shall be responsible for the information so provided. Said written certification will be reviewed by the Town, but the Town shall assume no responsibility or liability to any party regarding the veracity of the information so provided. 9. Before the Town accepts the Improvements, Developer shall furnish to the Town reproducible "as constructed" drawings, certified accurate by the town engineer. Resolution 21-XX WESTLAKE RANCH Development Agreement Page 2 of 12 10. Developer is responsible for all permit fees associated with the construction or installation of the Improvements. These fees include all fees contained in the Westlake Code of Ordinances and the most recently adopted fee schedule. 11. Before commencing the construction of any Improvements herein agreed upon, the Developer shall acquire at its own expense clear and sufficient title to streets and easements, free and clear of any liens or encumbrances on all lands and facilities other than Developer's development loan, if any, traversed by the proposed Improvements. All such streets and easements shall be dedicated or conveyed either to the HOA or the Town, and, if to the Town, the documents of dedication or conveyance shall be furnished to the Town for recording. A policy of title insurance insuring title in the Town for a commercially reasonable policy amount may be required by the Town, and the Developer shall pay the premium for such title insurance policy. 12. As described and required in Ordinance 928 the Developer as defined herein, and homebuilder of all homes in the development, shall operate and be managed by a single entity- Pearson 35 Opportunities, LLC -or by Affiliate(s) of Pearson 35 Opportunities, LLC. All building permits issued for new construction in the development shall only be issued to Developer's home building entity or its Affiliate. 13. Not later than 150 (one -hundred and fifty) days after the approval of the preliminary site evaluation, the Developer shall submit a master landscape plan for the development prepared by a State of Texas registered landscape architect. No building permit for new home construction shall be issued until said landscape plan receives final approval per the provisions of Ordinance 928. 14. Not later than twelve (12) months from the date Westlake Town Council approves this agreement and prior to the issuance of any building permit for new home construction, an additional mutually acceptable development agreement(s) shall be entered into by and between the Developer and Town that details the following items: development covenants, conditions and restrictions (CCR's) to be enforced by the homeowner's association (HOA), which should include HOA dues, duties and powers, transitional details providing for an orderly transition from the declarant to the HOA, and Town review of HOA dues to provide for adequacy of funding of maintenance of private infrastructure to Town standards by the HOA; architectural design guidelines demonstrating full compliance with the Town approved Building Quality Manual; homebuilder requirements and obligations; regulation of public/guest parking spaces and maintenance; cluster mailbox designs and locations; parkland dedication. The additional agreement(s) may be entered into as amendment to this agreement or as a separate agreement. 15. Per the requirements of the Code of Ordinances, all existing overhead electric utility lines within and immediately adjacent to the development shall be relocated underground at the Developer's expense to the extent permitted by the adjacent landowners. 16. Construction, grading and/or clearing activities shall not commence until a notice to proceed is issued by the Town Manager or designee. Resolution 21-XX WESTLAKE RANCH Development Agreement Page 3 of 12 17. Prior to the issuance of the notice to proceed, the Developer shall submit an erosion control plan to the Town Manager or designee for review and approval. At a minimum, the plan shall meet all Town ordinance requirements in addition to any additional conditions required by the Town Manager or designee. 18. Town personnel shall have unrestricted access to this development in perpetuity for official Town business including inspection of construction, and general inspection of the condition of the development and for maintenance of utilities C. UTILITIES 1. The Developer shall furnish proof that proper arrangements have been made for the installation of water, sanitary sewer, gas, electric and duct bank utilities. 2. The Developer hereby agrees to install water facilities to serve all lots shown on the Preliminary Site Evaluation of the Development in accordance with plans and specifications to be prepared by the Developer's engineer and released by the Town for construction and in accordance with Chapter 82, Article IX, Water Facilities, of the Town of Westlake Ordinances, as amended, and any other local, state and federal regulations. The Developer shall be responsible for all construction costs, materials and engineering 3. The Developer hereby agrees to install sanitary sewer collection facilities to service all lots as shown on the final plat of the Development. Sanitary sewer facilities will be installed in accordance with the plans and specifications to be prepared by the Developer's engineer and released by the Town. Further, the Developer agrees to complete this installation in accordance with Chapter 82, Article X, Wastewater Facilities, of the Town of Westlake Ordinances, as amended, and any other local, state and federal regulations. The Developer shall be responsible for all construction costs, materials, engineering, and permits. 4. The Developer hereby agrees to install drainage facilities to service all lots as shown on the final plat of the Development in accordance with the plans and specifications to be prepared by Developer's engineer and released by the Town for construction. The Developer also agrees to adhere to Chapter 82, Article X, Drainage Facilities, of the Town of Westlake Ordinances, as amended. The Developer hereby agrees to fully comply with all EPA, TCEQ and FEMA requirements relating to the planning, permitting and management of storm water which may be in force at the time that development proposals are being presented for approval to the Town. The Developer hereby agrees to comply with all provisions of the Texas Water Code. D. COMPLETION OF AGREEMENT This Agreement shall not be considered complete until: l . All public improvements and infrastructure must be finished and complete, then accepted by the Town. 2. Lighting Plan must be complete and street lights installed in accordance with the Plan and accepted by the Town. 3. All requirements of the Economic Development Agreement must be satisfied. Resolution 21-XX WESTLAKE RANCH Development Agreement Page 4 of 12 4. Record Drawings for all streets and utilities in the Development, including street lighting, must be certified by the Developer Engineer, and accepted by and filed with the Town Engineer and provided in the following format: a. Three (3) sets of record drawings; b. Digital record drawings with GIS spatial data and coordinates compatible with the latest version of Arc View / ArcGIS; C. Digital record drawings compatible with the latest version of AutoCAD; and d. Digital record drawings in PDF format. 5. All fees must have been paid. 6. Original Maintenance Bonds must have been provided, and any other required bonds. 7. Lien Release(s) must have been provided. 8. All Developer Obligations under this Agreement, Economic Developer Agreement, and Ordinance 882 must have been met. E. USE OF PUBLIC RIGHT OF WAY It is agreed by and between the Town and Developer that the Developer may provide unique amenities within public right-of-way, such as landscaping, irrigation, lighting, patterned concrete, etc., for the enhancement of the Development. The Developer agrees to maintain these amenities until such responsibility is turned over to the HOA. The Developer and successors and assigns understand that the Town shall not be responsible for the replacement of these amenities under any circumstances and further agrees to indemnify and hold harmless the Town from any and all damages, loss or liability of any kind whatsoever by reason of injury to property or third person occasioned by the Developer's use of the public right-of-way with regard to these improvements and the Developer shall, at his own cost and expense, defend and protect the Town against all such claims and demands. F. DEFAULT, TERMINATION AND FAILURE BY THE DEVELOPER TO MEET VARIOUS DEADLINES AND COMMITMENTS. 1. Failure to Pay Town Taxes or Fees An event of default shall occur under this Agreement if during the term hereof any legally -imposed Town taxes or fees owed on, or generated by, the Developer or one of its Affiliates with regard to the Development become delinquent and Developer or the Affiliate does not either pay such taxes when due or follow the legal procedures for protest and/or contest of any such taxes. In this event, the Town shall notify the Developer in writing and the Developer shall have sixty (60) calendar days to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to the Developer and shall have all other rights and remedies that may be available to it under the law or in equity. Resolution 21-XX WESTLAKE RANCH Development Agreement Page 5 of 12 2. Violations of Town Code, State or Federal Law An event of default shall occur under this Agreement if during the term hereof any written citation is issued to the Developer or an Affiliate due to the occurrence of a violation of a material provision of the Town Code with respect to the Development (including, without limitation, any violation of the Town's Building or Fire Codes, and any other Town Code violations related to the environmental condition of the Development, or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall further occur under this Agreement if the Developer or its Affiliate is in violation of any material state or federal law, rule or regulation on account of the Development, improvements in the Development or any operations thereon (including, without limitation, any violations related to the environmental condition of the Development; the environmental condition on other land or waters which is attributable to operations of the Development; or to other matters concerning the public health, safety or welfare related to the Development). Upon the occurrence of such default, the Town shall notify the Developer in writing and Developer shall have (i) thirty (30) calendar days to cure such default or (ii) if Developer has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the Town reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to the Developer and shall have all other rights and remedies that may be available to under the law or in equity. 3. General Breach Unless stated elsewhere in this Agreement, the Developer shall be in default under this Agreement if the Developer breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the Town referencing this Agreement (or, if the Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both Parties mutually and in good faith), the Town shall have the right to terminate this Agreement immediately by providing written notice to Developer. G. NO INDEPENDENT CONTRACTOR OR AGENCY RELATIONSHIP It is expressly understood and agreed that the Developer shall not operate as a servant, contractor agent, representative or employee of the Town. Developer shall have the exclusive right to control all details and day-to-day operations relative to its operations and obligations that it is required to perform under the Agreement and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Developer Resolution 21-XX WESTLAKE RANCH Development Agreement Page 6 of 12 acknowledges that the doctrine of respondeat superior will not apply as between the Town and Developer, or Town's officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The Developer further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the Town and Developer. H. INDEMNIFICATION THE DEVELOPER, ATNO COST OR LIABILITYTO THE TOWN, AGREES TO DEFEND, INDEMNIFY AND HOLD THE TOWN, ITS OFFICERS, ELECTED AND APPOINTED OFFICIALS, AGENTS, ATTORNEYS, SERVANTSAND EMPLOYEES (TOGETHER WITH THE TOWN, EACHA "TOWN INDEMNIFIED PERSON") HARMLESS AGAINST ANYAND ALL THIRD PARTY CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES RELATED THERETO, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT RELATE TO, ARISE OUT OF OR ARE OCCASIONED BY (t) THE DEVELOPER'SBREACHOFANYOFTHE TERMS OR PROVISIONS OF THIS AGREEMENT; OR (u) ANYACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES, CONTRACTORS OR SUBCONTRACTORS), OR SUBCONTRACTORS DUE OR RELATED TO, FROM, OR ARISING FROM THE OPERATIONAND COND UCT OF ITS OPERATIONS AND OBLIGATIONS OR OTHER WISE TO THE PERFORMANCE OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL REQUIRE DEVELOPER TO INDEMNIFYOR DEFEND FOR ANY CLAIMS ARISING OUT OFTHE GROSSNEGLIGENCE OR WILLFUL MISCOND UCT OF THE TOWN ENGINEER OR ANY TOWN INDEMNIFIED PERSON. I. INDEMNITY AGAINSTNEGLIGENT DESIGN APPROVAL OF THE TOWNENGINEER OR OTHER TOWNEMPLOYEE, OFFICIAL, CONSULTANT, EMPLOYEE, OR OFFICER OF ANY PLANS, DESIGNS OR SPECIFICATIONS SUBMITTED BY THE DEVELOPER UNDER THIS AGREEMENT SHALL NOT CONSTITUTE OR BE DEEMED TO BE A RELEASE OF THE RESPONSIBILITYAND LIABILITY OF THE DEVELOPER, ITS ENGINEER, CONTRACTORS, EMPLOYEES, OFFICERS, OR AGENTS FOR THE ACCURACYAND COMPETENCY OF THEIR DESIGN AND SPECIFICATIONS. SUCH APPROVAL SHALL NOT BE DEEMED TO BE AN ASSUMPTION OF SUCH RESPONSIBILITY OR LIABILITY BY THE TOWN FOR ANY DEFECT IN THE DESIGN AND SPECIFICATIONS PREPARED BY THE CONSULTING ENGINEER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, IT BEING THE INTENT OF THE PARTIES THATAPPROVAL BY THE TOWN ENGINEER Resolution 21-XX WESTLAKE RANCH Development Agreement Page 7 of 12 J. NOTICES OR OTHER TOWNEMPLOYEE, OFFICIAL, CONSULTANT, OR OFFICER SIGNIFIES THE TOWN APPROVAL OF ONLY THE GENERAL DESIGN CONCEPT OF THE IMPROVEMENTS TO BE CONSTRUCTED. IN THIS CONNECTION, THE DEVELOPER SHALL INDEMNIFY AND HOLD HARMLESS EACH TOWN INDEMNIFIED PERSON, FROM ANY LOSS, DAMAGE, LIABILITY OR EXPENSE ON ACCOUNT OF DAMAGE TO PROPERTYAND INJURIES, INCL UDINGDEATH, TO ANYAND ALL PERSONS WHICH MAY ARISE OUT OF ANY NEGLIGENT DESIGN OF THE ENGINEER INCLUDED IN DESIGNS AND SPECIFICATIONS INCORPORATED INTO ANY IMPROVEMENTS CONSTRUCTED IN ACCORDANCE THEREWITH, AND THE DEVELOPER SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHTAGAINSTANYTOWNINDEMNIFIEDPERSON, ONACCOUNT THEREOF, TO PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM, COLLECTIVELY OR INDIVIDUALLY, PERSONALLY OR IN THEIR OFFICIAL CAPACITY, IN CONNECTIONHEREWITH; PROVIDED THAT DEVELOPER SHALL HAVE THE RIGHT TO SELECT COUNSEL OFITS OWN CHOOSING AND SHALL HAVE ALL REQUISITE AUTHORITY TO ENTER INTO ANY SETTLEMENT AGREEMENT AT ANY TIME IN CONNECTION WITHANY SUCH CLAIMS OR LLABILITIES FOR WHICH DEVELOPER OWES INDEMNITY UNDER THIS SECTION. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL REQUIRE DEVELOPER TO INDEMNIFY OR DEFEND FOR ANY CLAIMS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE TOWN ENGINEER OR ANY TOWN INDEMNIFIED PERSON. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, Resolution 21-XX WESTLAKE RANCH Development Agreement Page 8 of 12 by certified mail, postage prepaid, or by hand delivery: If to Developer: Pearson 35 Opportunities, LLC Attn: Bryan Elliott 2800 East Texas Highway 114, Suite 360 Trophy Club, Texas 76262 With a copy to: Jackson Walker, LLP Attn: Brad Mahanay 2323 Ross Ave, Suite 600 Dallas, TX 75201 If to Town: Town of Westlake Attn: Town Manager 1500 Solana Blvd. Building 7, Suite 7200 Westlake, Texas 76262 With a copy to: Boyle & Lowry, L.L.P. Attn: L. Stanton Lowry 4201 Wingren Dr., Suite 108 Irving, Texas 75062 K. ASSIGNMENTAND SUCCESSORS As described and required in Ordinance 928, Pearson 35 Opportunities, LLC will manage and oversee the development and homebuilding of all homes in the development. The developer that is the signatory party in the development agreement is hereby identified as Pearson 35 Opportunities, LLC. All building permits issued for new construction of single-family homes in the development shall only be issued to Pearson 35 Opportunities, LLC's homebuilding entity, or its Affiliate, Any lawful assignee or successor in interest of the Developer of all rights and obligations under this Agreement shall be deemed `the Developer' for all purposes under this Agreement. A permitted successor to Pearson 35 Opportunities, LLC must (1) assume this Agreement and (2) agree to follow the approved architectural design guidelines established by the Developer and approved by the Town. A third party appointed by Pearson 35 Opportunities, LLC (may include a financial institution providing financing to Pearson 35 Opportunities, LLC [a "Lender"]) may manage and oversee the development of, and homebuilding within, the development under the same requirements. The Developer may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the Town Council, which consent will not be unreasonably withheld, provided that any lender to Developer is a permitted assignee, under the terms of a collateral assignment, as are such Resolution 21-XX WESTLAKE RANCH Development Agreement Page 9 of 12 lender's assignees. L. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS This Agreement will be subject to all applicable Federal, State and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the Town's codes and ordinances, as amended, M. GOVERNMENTAL POWERS It is understood that by execution of this Agreement, the Town does not waive or surrender any of it governmental powers or immunities that are outside of the terms, obligations, and conditions of this Agreement. N. NO WAIVER The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. O. VENUE AND JURISDICTION If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. P. NO THIRD PARTY RIGHTS The provisions and conditions of this Agreement are solely for the benefit of the Town and The Developer, and any lawful assign or successor of The Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. Q. FORCE MAJEURE It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligation hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather that prohibits compliance with any portion of this Agreement, or other circumstances which are reasonably beyond the control or knowledge of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such requirement shall be extended for a period of time equal to the period such party was delayed. Resolution 21-XX WESTLAKE RANCH Development Agreement Page 10 of 12 R. INTERPRETATION In the event of any 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 party, regardless of the actual drafter of this Agreement. S. SEVERABILITY CLAUSE. It is hereby declared to be the intention of the Parties that sections, paragraphs, clauses and phrases of this Agreement are severable, and if any phrase, clause, sentence, paragraph or section of this Agreement shall be declared unconstitutional or illegal by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality or illegality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Agreement since the same would have been executed by the Parties without the incorporation in this Agreement of any such unconstitutional phrase, clause, sentence, paragraph or section. It is the intent of the Parties to provide the economic incentives contained in this Agreement by all lawful means. T. CAPTIONS Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. U. ENTIRETY OF AGREEMENT This Agreement, including any attachments attached hereto, including the Requirements for Contractor's Insurance and any documents incorporated herein by reference, and the Economic Development Program Agreement, contain the entire understanding and Agreement between the Town and the Developer, and any lawful assign and successor of the Developer, as to the matters contained herein. Any prior or contemporaneous oral or written Agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the Town Council of the Town in an open meeting held in accordance with Chapter 551 of the Texas Government Code. V. COUNTERPARTS This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. Resolution 21-XX WESTLAKE RANCH Development Agreement Page 11 of 12 SIGNED AND EFFECTIVE on the date last set forth below. DEVELOP R: Pea 17ortunities, LLC By: BryonAwott Title: Wriber Address: 2800 East Texas Highway 114, Suite 360 Trophy Club, Texas 76262 STATE OF TEXAS COUNTY OF TARRANT On r SVO before o , Notary Pub c, personally appeared Bryan Elliott, pe onally know a (or proved to me on the basis of satisfactory evidence) to be the person whose a is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the inctnlment Kathy B Nagy i4' o My Commission ExP M 05/24/2025 10 No.125310527 (SEAL) - Notary Publisc My commission expire2-`f TOWN OF WESTLAKE, TEXAS By: A�4-� GS�f Amanda DeGan, Town Manager ATTEST: k/ Tqdd Wood, Town Secretary 7n R..' Stan Lowry, Town Attorney Date: \\ 1 I- I %\ the Ks" B Nagy my Commusm- 0612 5 in Noo,125310627 rc WEST O Resolution 21-XX WESTLAKE RANCH Development Agreement Page 13 of 13 �6 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the TOWN OF WESTLAKE, TEXAS (the "Town"), a Type - A general law municipal corporation organized under the laws of the State of Texas, and PEARSON 35 OPPORTUNITIES, LLC (the "Owner"), for the purposes and considerations stated below. The Town and Owner are referred to from time to time as "Parties" herein. WHEREAS, the Town has established an economic development program as authorized by Resolution 16-30, adopted by the Town Council on August 22, 2016; and WHEREAS, in order to increase and enhance the local taxbase and local economy in the Town, and to maximize the economic benefits of the Development (as defined below), Owner and/or one or more of its Affiliates has been permitted to sell lots for the construction of single family residential homes on 34.798 acres within the Westlake Ranch development. Section 1. RECITALS The Town and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the Town and Owner have entered into this Agreement: A. The Town has concluded that this Agreement is authorized by Chapter 380 of the Texas Local Government Code, Article III, Section 52(a) of the Texas Constitution and is authorized by Resolution No. 16-30, adopted by the Town Council on August 22, 2016, and hereby made a part of this Agreement for all purposes, in which the Town has established an Economic Development Incentive Policy and program pursuant to which the Town will, on a case -by -case basis, offer economic incentive packages that include monetary loans and grants of public money, as well as the provision of personnel and services of the Town, to businesses and entities that the Town Council determines will promote local economic development and stimulate business and commercial activity in the Town in return for verifiable commitments from such businesses or entities to cause specific infrastructure, employment and other public benefits to be made or invested in the Town (the "380 Program"). Resolution 21-XX Westlake Ranch Economic Development Agreement Page 1 of 12 B. Owner and/or one or more of its Affiliates is the owner of an approximately 34.798 acre residential property located in Planned Development District (PD7) to include primarily single family residential uses (the 'Development"). C. The Town Council finds and determines that the Development will promote economic development and stimulate business and commercial activity consistent with the 380 Program, and that the Development will significantly expand the local tax base, enhance the local economy, and provide positive growth. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and forother good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Section 2. DEFINITIONS In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Agreement shall mean this Development Agreement between the Town of Westlake and Pearson 35 Opportunities, LLC._ Affiliate shall mean all entities, incorporated or otherwise, under common control with, controlled by or controlling the Developer. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Developer shall mean the Developer and/or its Affiliates or assigns. Development shall mean the single family detached residential development depicted on the Westlake Ranch Preliminary Site Evaluation, approved by the Town of Westlake Town Council on June 17, 2021. Town shall mean the Town of Westlake, Texas, and its officials assigned by the Town Manager to review and approve submittals in accordance with the Town of Westlake Code of Ordinances and published standards, restrictions, rules and regulations. Section 3. AGREEMENT -INCORPORATION OF RECITIALS The Town Council has found at a duly -called and legally -noticed public meeting through the adoption of Town Resolution No. 16-30, and hereby made a part of this Agreement for all purposes, and the Town and Owner and its Affiliates hereby agree, that the recitals set forth above are incorporated herein and true and correct and form the basis upon which the Parties have entered into this Agreement. Resolution 21-XX Westlake Ranch Economic Development Agreement Page 2 of 12 Section 4. TERM This Agreement shall be effective from the latest date of execution by the Parties (the "Effective Date") and shall remain in force for the duration of the term of the Agreement as defined herein unless terminated earlier in accordance with this Agreement. The term of this Agreement shall not be considered complete until: 1. The Westlake Ranch Development Agreement has been completed pursuant to Section C thereof. 2. Issuance by the Town of a Letter of Final Acceptance of the publicly dedicated improvements. 3. The payment of $5,000 by Developer to the Town of Westlake for Westlake Academy for every residential lot in the Development shown on its final recorded plat, which shall be paid prior to the recording of the final plat for the Development. 4. All Developer Obligations under this Agreement, Developer Agreement and Ordinance 928 must have been met. Section 5. TOWN'S AND OWNER'S OBLIGATIONS AND COMMITMENTS 5.1. Owner's Specific Obligations. Owner and/or one or more of its Affiliates will provide for sale from the Development residential lots forthe construction of single family homes with a net minimum aggregate taxable value of $95(ninety-five) million. A. Open Space, Lighting and Landscaping Plans The dedication of one acre of park land is required for every thirty residential lots. This requirement will be satisfied with the final platting of the proposed development through dedication of approximately 2.74 acres of land that fronts on Pearson Lane that could be used as atrailhead. This land will be dedicated as public open space/parkland that will be publicly owned and privately maintained through the HOA. 2. The Owner shall submit to the Town Manager, or their designee, an Open Space Plan, Lighting Plan and Landscape Plan that comply with all Town Ordinances, Codes, rules and regulations. Upon review by the Town Manager, or their designee, the Town Manager may approve or deny the submittal or refer the submittal to P&Z and or Council for review and approval. Resolution 21-XX Westlake Ranch Economic Development Agreement Page 3 of 12 3. The Owner or HOA shall maintain and be responsible for any and all costs (i) associated with, and necessary to provide, open space included in the Town approved Open Space Plan, (ii) for installation and maintenance of lighting improvements made by Developer pursuant to the Town approved Lighting Plan, and (iii) for making and maintenance of landscaping improvements made by Developer pursuant to the Town approved Landscaping Plan. 4. As part of the required development agreement, the developer shall, at a minimum, submit the following items: (1) development covenants, conditions and restrictions (CCR's) to be enforced by the homeowner's association (HOA), which should include HOA dues, duties and powers, transitional details providing for an orderly and highly transparent transition from the declarant to the HOA, and Town review of HOA dues to provide for adequacy of funding of maintenance of private infrastructure to Town standards by the HOA, which should include a pro forma demonstrating that the HOA dues structure is sufficient to provide adequate maintenance of all required HOA maintained amenities; (2) architectural design guidelines; (3) final landscaping details and maintenance; (4) homebuilder requirements and obligations; (5) regulation of public/guest parking spaces and maintenance; (6) cluster mailbox designs and locations; (7) parkland dedication. B. Maintenance of Improvements Following the expiration of 90 (ninety) days following the recording of the final plat for the Development: 1. Notwithstanding other requirements stated herein or any other official development documentation, the Owner and/or HOA shall perpetually maintain all streets, storm drains, ponds, amenities as identified in the approving zoning ordinance, parkland and public trails, and lighting, irrigation and landscape maintenance within the Pearson and Aspen Lane right-of-way adjacent to the perimeter of the development as depicted on the Westlake Ranch Preliminary Site Evaluation. C. Public Art and Town Entry Marker/Monument 1. Prior to submission of Final Plat the Developer to be reviewed by the Town Manager or designee that provides a site to place the art at Westlake Ranch in the Public Open Space and a donation of $20,000.00 (lump sum) donation to the Public Art Program. Resolution 21-XX Westlake Ranch Economic Development Agreement Page 4 of 12 2. Dedicate a sign easement along Pearson Ln for Town entry marker/monument sign and supply always hot electrical for Town lighting. TBD Section 6. DEFAULT, TERIVIINATION AND FAILURE BY OWNER TO MEET VARIOUS DEADLINES AND COMMITMENTS 6.1. Failure to Pay Town Taxes or Fees An event of default shall occur under this Agreement if during the term hereof any legally -imposed Town taxes or fees owed on, or generated by, the Owner or one of its Affiliates with regard to the Development become delinquent and Owner or the Affiliate does not either pay such taxes when due or follow the legal procedures for protest and/or contest of any such taxes. In this event, the Town shall notify Ownerin writing and Ownershall have sixty (60) calendar days to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to Owner and shall have all other rights and remedies that may be available to it under the law or in equity. 6.2. Violations of Town Code, State or Federal Law An event of default shall occur under this Agreement if during the term hereof any written citation is issued to Owner or an Affiliate due to the occurrence of a violation of a material provision of the Town Code with respect to the Development (including, without limitation, any violation of the Town's Building or Fire Codes, and any other Town Code violations related to the environmental condition of the Development, or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall further occur under this Agreement if the Owner or its Affiliate is in violation of any material state or federal law, rule or regulation on account of the Development, improvements in the Development or any operations thereon (including, without limitation, any violations related to the environmental condition of the Development; the environmental condition on other land or waters which is attributable to operations of the Development; or to other matters concerning the public health, safety or welfare related to the Development). Upon the occurrence of such default, the Town shall notify Owner in writing and Owner shall have (i) thirty (30) calendar days to cure such default or (ii) if Owner has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the Town reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to Owner and shall have all other rights and remedies that may be available to under the law Resolution 21-XX Westlake Ranch Economic Development Agreement Page 5 of 12 or in equity. 6.3. General Breach Unless stated elsewhere in this Agreement, Owner shall be in default under this Agreement if Owner breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the Town referencing this Agreement (or, if Owner has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both Parties mutually and in good faith), the Town shall have the right to terminate this Agreement immediately by providing written notice to Owner. 6.4. Effect of Breach The Town shall have no obligation to make the payment set forth in Section 5.1, above, during the pendency of any default by Owner hereunder and, in the event of the Town's termination of this Agreement for default prior to the Owner's satisfaction of its obligations under Section 5.1, shall be relieved from making such payment. The Town shall have no right to compel or carry out any required performance of Owner hereunder, nor shall the Town have any rights in the Development as a consequence hereof, and both parties specifically disclaim any right to consequential, indirect or punitive damages. Section 7. NO SERVANT, CONTRACTOR OR AGENCY RELATIONSHIP It is expressly understood and agreed that Owner shall not operate as a servant, contractor agent, representative or employee of the Town. Owner shall have the exclusive right to control all details and day-to-day operations relative to its operations and obligations that it is required to perform under the Agreement and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors., licensees and invitees. Owner acknowledges that the doctrine of respondeat superior will not apply as between the Town and Owner, or Town's officers, agents, servants, employees, contractors, subcontractors, licensees and invitees, Owner further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the Town and Owner. Resolution 21-XX Westlake Ranch Economic Development Agreement Page 6 of 12 Section 8. INDEMNIFICATION OWNER, AT NO COST OR LIABILITY TO THE TOWN, AGREES TO DEFEND, INDEMNIFY AND HOLD THE TOWN, ITS OFFICERS, ELECTED AND APPOINTED OFFICIALS, AGENTS, ATTORNEYS, SERVANTS AND EMPLOYEES (TOGETHER WITH THE TOWN, EACH A "TOWN INDEMNIFIED PERSON"� HARMLESS AGAINST ANY AND ALL THIRD PARTY CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES RELATED THERETO, INCLUDING, BUT NOT LUMTED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT RELATE TO, ARISE OUT OF OR ARE OCCASIONED BY (i) OWNERS'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT; OR (ii) ANY GROSS NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES, CONTRACTORS OR SUBCONONTRACTORS), OR SUBCONTRACTORS ARISING OUT OF OWNER'S PERFORMANCE OF, OR FAILURE TO PERFORM, OWNER'S OBLIGATIONS OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8 SHALL REQUIRE DEVELOPER TO INDEMNIFY OR DEFEND FOR ANY CLAIMS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE TOWN ENGINEER OR ANY MIl1,1R 1 1 ►I 1► I I 1-9314ZT1M8 Resolution 21-XX Westlake Ranch Economic Development Agreement Page 7 of 12 Section 9. NOTICES All written notices called for or required by this Agreement shall be addressed to the following, or such other Party or address as either Party designates in writing, either by certified mail, postage prepaid, reputable overnight delivery service, or by hand delivery: Town: Town of Westlake Attn: Town Manager 1500 Solana Blvd. Building 7, Suite 7200 Westlake, TX 76262 With Copies to: Owner: Pearson 35 Opportunities, LLC Attn: Bryan Elliott 2800 East Texas Highway 114, #360 Trophy Club, Texas 76262 With Copies to: Boyle & Lowry, L.L.P. Jackson Walker, LLP Attn: L. Stanton Lowry Attn: Brad Mahanay 4201 Wingren Drive, Suite 108 2323 Ross Ave, Suite 600 Irving, TX 75062 Dallas, TX 75201 Section 10. ASSIGNMENT AND SUCCESSORS Owner may at any time after 120 (one -hundred twenty) calendar days following the Effective Date transfer or otherwise convey all of its rights and obligations under this Agreement to any successor owner of the Development, provided that in the event that Owner transfers more than fifty percent (50%) of the Development prior to fulfillment of the public infrastructure improvements and Developer's responsibilities identified in the Developer Agreement and intends for its successor to carry out or complete construction of the improvements, the Town's consent to such transfer may be conditioned on the Town's receipt of reasonable evidence that such successor has the financial capacity to complete Owner's requirements under Developer Agreement for the Development. Subject to the foregoing limitations, any lawful successor and assignee of rights and obligations under this Agreement shall be deemed an "Owner" for all purposes under this Agreement with respect to the portion of the Development conveyed to such successor. In the event of any conveyance and assignment by Owner of one or more, but not all, tracts contained in the Development, the parties acknowledge that the rights and obligations of Owner's successor shall apply only to the tracts transferred to such successor, and that such successor shall not be liable to the Town for the rights or obligations of the Owner or any other tract. Upon the request of any such successor, the Town shall execute a recordable instrument evidencing such severance of the rights and obligations hereunder. Resolution 21-XX Westlake Ranch Economic Development Agreement Page 8 of 12 Section 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS This Agreement will be subject to all applicable Federal, State and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the Town's codes and ordinances, as amended. Section 12. GOVERNMENTAL POWERS It is understood that by execution of this Agreement, the Town does not waive or surrender any of its governmental powers or immunities that are outside of the terms, obligations, and conditions of this Agreement. Section 13. NO WAIVER The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that Party's right to insist upon appropriate performance or to assert any such right on any future occasion. Section 14. VENUE AND JURISDICTION If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall he in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas -Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Section 15. NO THIRD PARTY RIGHTS The provisions and conditions of this Agreement are solely for the benefit of the Town and Owner, and any lawful assign or successor of Owner, and are not intended to create any rights, contractual or otherwise, to any otherperson or entity. Section 16. FORCE MAJEURE It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligation hereunder, other than those obligations contained in Section 5 of this Agreement, is delayed by reason of war, civil commotion, acts of God, inclement weather that prohibits compliance with any portion of this Agreement, or other circumstances which are reasonably beyond the control or knowledge of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such requirement shall be extended for a period of time equal to the period such Resolution 21-XX Westlake Ranch Economic Development Agreement Page 9 of 12 party was delayed. Section 17.INTERPRETATION In the event of any 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 party, regardless of the actual drafter of this Agreement. Section 18. SEVERABILITY CLAUSE It is hereby declared to be the intention of the Parties that sections, paragraphs, clauses and phrases of this Agreement are severable, and if any phrase, clause, sentence, paragraph or section of this Agreement shall be declared unconstitutional or illegal by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality or illegality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Agreement since the same would have been executed by the Parties without the incorporation in this Agreement of any such unconstitutional phrase, clause, sentence, paragraph or section. It is the intent of the Parties to provide the economic incentives contained in this Agreement by all lawful means. Section 19. CAPTIONS Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Section 20. ENTIRETY OF AGREEMENT This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference and the Developer Agreement contains the entire understanding and agreement between the Town and Owner, and any lawful assign and successor of Owner, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the Town Council of the Town in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Section 21. COUNTERPARTS This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. [Signature page follows] Resolution 21-XX Westlake Ranch Economic Development Agreement Page 10 of 12 EXECUTED as of the last date indicated below: TOWN OF WESTLAKE Amanda DeGan Town Manager PEARSON 35 OPPORTUNITIES, LLC Date: ///// 2-az 1 Date: APPROVED AS TO FORM AND LEGALITY: By: _ iA\�k At'� L. Stanton Lowry Town Attorney Resolution 21-XX Westlake Ranch Economic Development Agreement Page 12 of 12