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HomeMy WebLinkAboutRes 21-44 Authorizing the Town Manager to execute an economic Development agreement with Granada Residential Community, Inc.TOWN OF WESTLAKE RESOLUTION NO.21-44 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE AN ECONOMIC DEVELOPMENT AND LANDSCAPE MAINTENANCE AGREEMENT WITH GRANADA RESIDENTIAL COMMUNITY, INC. WHEREAS, the Town desires to promote economic developmentforthe benefit of its citizens, property owners, and visitors; and, WHEREAS, the entryways and landscape corridors into the Town are an important component in promoting the Town's economic development goals and objectives; and, WHEREAS, the areas described in the Agreement serve an importantpublic purpose in the Town's economic development goals and objectives; and, WHEREAS, the Town Council desires to provide residents and commuters safe and aesthetically pleasing streets and structure; 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 hereby approves the Town Manager to execute the Economic Development and Landscape Maintenance Agreement with Granada Residential Community, Inc., attached 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. Resolution 21-44 Page 1 of SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 15TH DAY OF NOVEMBER 2021. ATTEST: ��- /./It/ To d Wood, Town Secretary APPRO L./Stafiton , T94n Attorney Laura Wheat, Mayor dlm� 46. dam Amanda DeGan, Town Manager Resolution 21-44 Page 2of2 ECONOMIC DEVELOPMENT AND LANDSCAPE MAINTENANCE AGREEMENT This ECONOMIC DEVELOPMENT AND LANDSCAPE MAINTENANCE AGREEMENT ("Agreement"), effective as of Vpue^b� 1C ,2021 (the "Effective Date'), is made by and between the TOWN OF WESTLAKE, a general law municipal corporation of the State of Texas ("Town"), acting by and through its duly authorized representative, and GRANADA RESIDENTIAL COMMUNITY, INC., (the "Association"), a Texas non-profit corporation, acting by and through its duly authorized representative. Whereas, the Town desires to promote economic development for the benefitof its citizens, property owners, and visitors; and, Whereas, the entryways and landscape corridors into the Town are an important component in promoting the Town's economic development goals and objectives; and, Whereas, the areas described in the Agreement serve an important public purpose in the Town's economic development goals and objectives; and, Whereas, this Agreement, and the public funds to be expended, serve a public purpose, and, is authorized by Chapter 380 of the Texas Local Government Code. DEFINED TERMS "Association Services" — All services and obligations provided by the Association as set forth in Sections 2.01 and 2.02 of this Agreement. "Town Services" — All services and obligations provided by the Town as set forth in Section 2.03 of this Agreement. "Association Irrigated Area" — Property owned and maintained by the Association as indicated in Exhibit B of this Agreement. "Town Irrigated Area" — Property maintained by the Town as indicated in Exhibit A of this Agreement. "Landscape Replacement Plan" — Property located within the Town Irrigated Area which will be repaired at the sole cost and expense of Town as indicated in Exhibit D of this Agreement. For the avoidance of doubt, this will be a one-time occurrence. Landscape Maintenance Agreement 1 of 13 SECTION 1 DESCRIPTION OF PROPERTY 1.01 The Town and Association herebyagree to provide, furnish and perform the Town Services and Association Services, as hereinafter defined and set forth in Section 2 of this Agreement, within the area identified in Exhibit A, attached hereto and incorporated herein for all purposes (the "Town Irrigated Area"); and, the Association agrees to continue to provide Association Services within the area identified in Exhibit B (the "Association Irrigated Area"). This Agreement shall not change ownership of property as identified on the Granada Plat, approved by Resolution 14-43, attached hereto as Exhibit C. SECTION 2 DUTIES AND RESPONSIBILITIES 2.01 The Association shall, at its sole cost and expense, provide the Association Services (as hereinafter defined) in accordance with this Agreement and all applicable laws. In providing the Association Services, Association shall take such steps as are appropriate to ensure that the Association Services are properly coordinated with any related work performed orto be performed by the Town. 2.02 The Association represents that it has or will secure, at its own expense, all materials, supplies, machinery, equipment, tools, superintendents, labor, personnel, insurance (if required), and other accessories and services necessary to provide the Association Services in accordance with the requirements of this Agreement and the Town. The following items shall constitute the services to be provided by the Association and shall be referred to as the "Association Services": A. Maintain and operate irrigation systems, all plantings, grasses, and any associated additions within the Town Irrigated Area and Association Irrigated Area in accordance with this Agreement, the Association's governing documents, all applicable Town ordinances, rules and regulations, and applicable Texas law. B. If there is a conflict between these documents and regulations, the Town Ordinances shall prevail. 2.03 The Town will perform the following items and shall be referred to as "Town Services": A. Town will perform all services, and costs necessary to separate the irrigation systems between the Town Irrigated Area and the Association Irrigated Area; B. Town will provide the water necessary for the Association to irrigate and maintain the Town Irrigated Area, includingany water features and drinking water fountains; C. Town will provide two (2) water meters within the Town Irrigated Area; D. Town will maintain and repair the three existing (3) shade structures (see Exhibit E) located within the Town Irrigated Area; E. Town will conduct an analysis only of the efficiencies and deficiencies of the irrigation systems in the Town Irrigated Area and Association Irrigated Area. The cost for the analysis will be shared equally between the Town and Association and Landscape Maintenance Agreement Page 2 of 13 shall be reviewed and approved by both parties prior to any analysis being performed. F. The Town will reimburse the Association for the one-time costs to restore the landscaping in the Town Irrigated Area in accordance with "Landscape Replacement Plan" as further identified in Exhibit D. The work shown on the "Landscape Replacement Plan" shall be completed no later than April 30, 2022. In no event shall the Town's costs exceed $25,000.00. 2.04 In the event that any Town -owned property, including, but not limited to, utilities, pack improvements, equipment, turf, and the like are damaged or destroyed by the Association during the performance of the Association Services, Association shall be solely responsible for all repairs or replacements and any costs related thereto. Any damage by Association shall be repaired or replaced by Association to the reasonable satisfaction of the Town within thirty (30) calendar days after the Town sends written notice of such damage or within such time as agreed to otherwise by the parties in writing. If the Association fails to remedy the damages in the time set forth above, the Association agrees to reimburse the Town for any costs incurred by the Town in repairing or replacing such damage, with any such amountto be due and payable to the Town within thirty (30) calendar days after the Town sends a written invoice to the Association detailing such costs. 2.05 In the event that any Association -owned property, including, but not limited to, utilities, park improvements, equipment, turf, and the like are damaged or destroyed by the Town during the performance of the Town Services, the Town shall be solely responsible for all repairs or replacements and any costs related thereto. Any damage by Town shall be repaired or replaced by the Town to the reasonable satisfaction of the Town within thirty (30) calendar days after the Association sends written notice of such damage or within such time as agreed to otherwise by the parties in writing. If the Town fails to remedy the damages in the time set forth above, the Town agrees to reimburse the Association for any costs incurred by the Association in repairing or replacing such damage, with any such amount to be due and payable to the Association within thirty (30) calendar days after the Association sends a written invoice to the Town detailing such costs. SECTION 3 TERM OF AGREEMENT 3.01 This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Agreement, expire on October 31, 2031 ("Primary Term"). The Primary Term will automatically renew by mutual agreement of the parties for successive five (5) year periods under the same conditions and terms of this Agreement ("Renewal Term"). Either the Association or the Town may terminate this Agreement in accordance with this Agreement. In order to terminate the Agreement, the terminating party must advise the non -terminating party in writing of its intent to terminate this Agreement at least ninety (90) days prior to the date of termination provided in the written notice. Landscape Maintenance Agreement Page 3 of 13 SECTION 4 ALTERATIONS AND ADDITIONS 4.01 The Association shall not make or cause to be made any alterations, additions, or improvements to Town property, other than the Association Services, without the prior written consent of the Town. The Association shall present to the Town any plans and specifications for such alterations, additions, and improvements atthe time such approval is sought. Any alterations, additions, or improvements shall be consistent with the Association Services to be provided in this Agreement. 4.02 The Town shall not make or cause to be made any alterations, additions, or improvements to Association property, other than the Town Services, without the prior written consent of the Association. The Town shall present to the Association any plans and specifications for such alterations, additions, and improvements at the time such approval is sought. Any alterations, additions, or improvements shall be consistent with the Town Services to be provided in this Agreement. SECTION 5 RIGHT OF ACCESS 5.01 The Town does not relinquish the right to control the management of any Town Right -of Way, or the right to enforce all necessary and proper rules for the management and operation of the same. The Town through its Town Manager, Police and Fire personnel, and other designated representatives, has the right at any time to enter any portion of the Town Irrigated Area (without causing or constituting a termination of the use or an interference of the use of the Town Area by Association) for the purpose of inspecting and maintaining the same and doing any and all activities necessary for the proper conduct and operation of public property; provided, this shall not authorize or empower Town to direct the activities of Association or assume liability for Association's activities. SECTION 7 INSURANCE 7.01 The Association shall not commence work under this Agreement until it has obtained and received approval from the Town of all insurance coverage required hereunder. The Association shall be responsible for delivering to Town a certificate or certificates of insurance demonstrating that the Association has obtained the coverage required under this Agreement. The minimum insurance required of Association is as follows: COMPREHENSIVE GENERAL LIABILITY INSURANCE: Association shall maintain throughout the Term of this Agreement a commercial general liability insurance policy in an amountof not less than $1,000,000 covering each occurrencewith an aggregate limit of not less than $2,000,000. AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE: Association shall maintain throughout the Term of this Agreement comprehensive Landscape Maintenance Agreement Page 4 of 13 automobile liability coverage 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. 7.02 The insurance company with whom Association's insurance is written shall be represented by an agent or agents having an office located within the Dallas -Fort Worth metropolitan area. Each such agent shall be duly qualified, upon whom service or process may be had, and must have authority and power to act on behalf of the insurance company to negotiate and settle with the Town, or any other claimant, any claims that the Town or any other claimant, or any property owner who has been damaged may have against the Association or 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 Association pursuant to this Agreement and Association shall provide the Town with certificates of insurance thereof. All policies must provide that they willendeavorto provide at leastfive (5)days' notice of anychange in or cancellation of the policy by the insurer. SECTION 8 INDEPENDENT CONTRACTOR 8.01 It is expressly understood and agreed that Association shall perform all work and services described herein as Association Services as an independent contractor and not as an officer, agent, servant or employee of the Town; that Association shall have exclusive control of the details of the services and work performed hereunder, and all persons performing the same; and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors; that the doctrine of respondeat superior shall not apply as between the Town and Association, its officers, agents, employees, contractors and subcontractors; and that nothing herein shall be construed as creating a partnership or joint enterprise between the Town and Association. No person performing any of the work and services described hereunder shall be considered an officer, agent, servant or employee of the Town. SECTION 9 LICENSES AND PERMITS 9.01 Association shall comply with all federal, state, and local laws, rules, and regulations, as well as with all regulations, restrictions, and requirements of the Police, Fire, and Code Compliance Departments now or hereafter in effect which are applicable to its Services. Association shall obtain and keep in effect at its own cost and expense all licenses and permits, and pay all taxes incurred or required in connection with this Agreement and its Services hereunder. SECTION 10 LIENS 10.01 Association agrees not to knowingly take any action that would result in the creation of any lien on Town property. In the event that a lien is filed, as a result of any action of Association, Landscape Maintenance Agreement Page 5 of 13 Association will take all necessary steps to bond around or remove the lien within ten (10) days of its filing. SECTION 11 TERNIINATION AND DEFAULT 11.01 Either party may terminate this Agreement withoutcause by the giving of 90 (ninety) days' notice in writing to the other party. 11.02 Association shall be in default under this Agreement if Association breaches any term or condition of this Agreement and such breach remains uncured after thirty (30) calendar days following receipt of written notice from the Town referencing this Agreement or within a time period otherwise agreed to by the parties in writing. 11.03 The Town shall be in default under this Agreement if the Town breaches any term or condition of this Agreement and such breach remains uncured after thirty (30) calendar days following receipt of written notice from the Association referencing this Agreement or within a time period otherwise agreed to by the parties in writing. SECTION 12 NOTICES 12.01 Any notice required shall be sufficient if deposited in the U.S. Mail, postage prepaid, certified mail, return receipt requested, and addressed to the other party as follows: TOWN: Town of Westlake Attn: Town Manager 1500 Solana Blvd. Bldg. 7, Suite 7200 Westlake, Texas 76262 ASSOCIATION: Granada Residential Community, Inc. Attn: Essex Association Management, L.P. 1512 Crescent Drive, Suite 112 Carrollton, Texas 75006 12.02 Mailing of all notices pursuant to this Section shall be deemed sufficient if mailed postage prepaid, certified mail, return receipt requested, and addressed as specified above, unless either party has been notified in writing of any changes to such address(es) or addressee(s). All time periods related to any notice requirements specified in this Agreement shall commence on the date notice is mailed, unless otherwise set forth in this Agreement. SECTION 13 VENUE AND JURISDICTION 13.01 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 Wotih Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Landscape Maintenance Agreement Page 6 of 13 SECTION 14 ASSIGNMENT 14.01 Association shall have the rightto subcontract forthe provision of any Association Services authorized hereunder. Outside of retaining subcontractor services to perform and execute the Association Services, the Association may not assign, transfer or convey any of its duties and obligations under this Agreement to another party without the advance written approval of the Town and execution by such party of a written agreement with the Town under which such party agrees to be bound by the duties and obligations of Association under this Agreement. SECTION 15 FORCE MAJEURE 15.01 If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or Town government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Parry's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the Town may, in its sole discretion, close or postpone the opening of its community centers, parks, or other Town -owned and operated properties and facilities in the interest of public safety and operate them as the Town sees fit. Association hereby waives any and all claims it may have against the Town for damages resulting from any such Force Majeure Event. SECTION 16 NO WAIVER 16.01 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 parry's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 17 INTERPRETATION 17.01 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 CAPTIONS 18.01 Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Landscape Maintenance Agreement Page 7 of 13 SECTION 19 ENTIRETY OF AGREEMENT 19.01 This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Town and Association as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent it is in conflict with any provision of this Agreement. SECTION 20 ELECTRONIC SIGNATURES AND COUNTERPARTS 20.01 This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 20.02 This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.p, via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. SECTION 21 ENTIRE UNDERSTANDING 21.01 This Agreement, including all exhibits attached hereto, constitutes the final, entire, and complete agreement between Association and the Town and supersedes any prior and contemporaneous negotiations, understandings, representations, and agreements between the parties. Any prior or contemporaneous oral or written agreement that purports to vary from the terms hereof shall be void. This Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part of this Agreement. 21.02 Neither this Agreement nor any provision hereof maybe modified except by an instrument in writing, signed by the parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. EXECUTED to be effective on the Effective Date set forth above. TOWN OF WESTLAKE Amanda DeGan, Town Manager GRANADA RESIDENTIAL COMMUNITY, INC., a Texas non-profit corporation By,: Jojkph D. Aimbs, HOA Board President Landscape Maintenance Agreement Page 8 of 13 GRANADA EXTERIOR IRRIGATION WESTL"' ' ° 'AKE ' . TOWN OF WESTLAKE RESPONSIBILITY Granada Irrigation Meters Maintainer Acm, To— of Westlake 13.09 Jr ec x 'r w .. • , p U Al loss �. EXHIBIT "B" ASSOCIATION IRRIGATED AREA Landscape Maintenance Agreement Page 10 of 13 EXHIBIT "C" GRANADA PLAT Landscape Maintenance Agreement Page 1 1 of 13 EXHIBIT "D" LANDSCAPE REPLACEMENT PLAN Plant Replacements Granada Common Areas • Dove Road toward east - Fill in 25 - 1 gal Love Grass • Corner of Dove and Davis o Fill in 2 Flats purple Lantana and 5 - 3 gallon Texas Sage o Water Fountain Area - Install 14 - 5 gallon Red Yucca and 21 - 1 gallon Mexican Feather Grass • Water Feature Area o Fill in 5 - 5 gallon Red Yucca, 6 - 3 gallon Muhly Grass, 10 - 1 gallon Mexican Feather Grass o Grass Beds South of Parking Area - Fill in total of 50 - 1 gallon Love Grass (what is visible from street) o Parking Lot area - Replace 3 - 30 Gallon Live Oaks, Remove Dead Muhly and Leave Space for existing Barberry • Corner Bed at Solana and Davis Remove 2 Dead Crapes in archways and install 10 - 5 gallon Red Yucca Tree Replacement • 5 - 30 gallon Live Oaks • 5 - 30 gallon Eastern Red Cedars • 4 - 30 gallon Red Buds • 8 - 30 gallon Red Oaks • 5 - 30 gallon Italian Cypress Landscape Maintenance Agreement Page 12 of 13 EXHIBIT "E" SHADE STRUCTURE A B »q c- , 3 SHADE STRUCTURE • EAST ECAL& VA' V-V 8 A TOP OF STONE ar 10' • �" TOP OF ROOF '- F6 _ _ LEVEL Of1E 0 • 0" SHADE STRUCTURE• WEST 6 SCAL4 64" , _12123 f c r,c;e _ . .. L L . yr, L• Landscape Maintenance Agreement Page 13 of 13