HomeMy WebLinkAboutRes 21-43 authorizing a project management and land dedication agreement with Hillwood and land dedication for construction of Parish Lane to SH 170TOWN OF WESTLAKE
RESOLUTION NO.21-43
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE A PROJECT
MANAGEMENT AND LAND DEDICATION AGREEMENT WITH HILLWOOD
ALLIANCE SERVICES, LLC TO PROVIDE FOR PROJECT MANAGEMENT
SERVICES AND LAND DEDICATION RELATED TO THE CONSTRUCITON OF
PARISH LANE FROM ROANOKE ROAD TO SH 170.
WHEREAS, the Town Council desires to provide residents and commuters safe and
aesthetically pleasing streets and infrastructure; and,
WHEREAS, the agreement will provide the Project Management services for the
construction of Parish Lane from Roanoke Road to SH 170; and,
WHEREAS, the Project Manager's general responsibility hereunder as Town's Project
Manager shall be to manage, arrange, supervise and coordinate the planning, design, construction
and completion of the Parish Lane construction project; and,
WHEREAS, the Town Council finds that the project management, land dedication and
improvements of Parish Lane is a benefit to the public; 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 Project Management and Land Dedication Agreement with
Hillwood Alliance Services, LLC to provide for Project Management Services and Land
Dedication related to the construction of Parish Lane from Roanoke Road to SH 170, 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 prov is ions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
Resolution 21-43
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:
l
Tod Wood, To n-S cretary
.... • VAICI • '
wn Attorney
� 0" 6 m' , A4 &; a-;
Laura Wheat, Mayor
A&� 4aA';-L
Amanda DeGan, Town Manager
Resolution 21-43
Page 2of2
PROJECT MANAGEMENT AND LAND DEDICATION AGREEMENT
THIS PROJECT MANAGEMENT AND LAND DEDICATION AGREEMENT ("Agreement") is made and
entered into effective as of the day of la^yInt _,2022, by and between HIL`LWOOD ALLIANCE
SERVICES, LLC, a Texas limited liability company ("Project Manager"), and THE TOWN OF WESTLAKE,
TEXAS ("Town").
1. The Services. Project Manager agrees to provide the services described in Exhibit "A" hereto
(hereinafter referred to as the "Services") in connection with the extension of Parish Lane (the
"Project"). The scope of the Project is more fully described in Exhibit "B" hereto. Except as
expressly set forth in this Agreement, Project Manager shall not be obligated to (i) advance any of
its own funds or to incur any liability to third parties in connection with obligations of Town with
respect to the Project or (ii) reimburse Town for any costs or liabilities of Town. Except as provided
in this Agreement, all costs, fees, and expenses incurred in connection with the performance of the
Project shall be the sole responsibility of Town.
2. Land Dedication. Project Manager will cause its affiliate to dedicate to the Town the land owned
by such affiliate, said dedication to be pursuant to a dedication deed in the form of Exhibit "C" hereto. The land to be
dedicated (the "ROW Land") is described on Exhibit "D" hereto. The dedication of the ROW Land will take place on
or before commencement of construction on the Project; provided, however, that Town must give Project Manager at
least 30 days' written notice prior to commencement of construction. Prior to the ROW Land dedication to the Town,
any and all property taxes must be paid in full by the ROW Land owner 30 days prior to commencement of
construction including, but not limited to roll back taxes.
3. Time of Commencement and Completion. The Services will be commenced and completed in
conjunction with the schedules of design and construction for the Project as developed by the consultants and
contractors retained by the Town as further set forth below in Section 6 (the "Project Period"). Such schedules will
be subject to the approval of the Town and Project Manager.
4. Project Manager's Compensation. In consideration of Project Manager's performance of the
Services, the Town shall pay Project Manager a fee of $10.00 ("Project Manager's Compensation"). Project
Manager's Compensation shall be payable to Project Manager within three days after the effective date of this
Agreement.
5. Project Manager. Project Manager shall perform the Services under this Agreement in accordance
with generally accepted standards of care, skill, diligence and competence applicable to project managers providing
similar services in connection with projects of the size and with the amenities of the Project.
6. Town. The Town, at the Town's expense (except as expressly set forth in this Agreement), will
retain such licensed architects, registered professional engineers and other professional consultants (collectively,
"Design Professionals") as may be necessary or required to modify the Project. If, in Project Manager's reasonable
opinion, additional consultants are required for Project Manager to complete the Services and the Town consents to
such additional consultants in writing, such consultants will be retained by the Town at the Town's expense (except
as expressly set forth in this Agreement). In addition, the Town, at the Town's expense (except as expressly set forth
in this Agreement), will retain such general contractors as necessary or required to complete the construction work
associated with the Project. All such architects, engineers, consultants, contractors will be subject to the reasonable
approval of Project Manager which shall not be unreasonably withheld. The Town will cause all architects, engineers,
consultants and contractors that are retained by the Town to provide insurance and indemnification acceptable to
Project Manager and to insure and indemnify Project Manager and its affiliates under any insurance and
indemnification requirements in their respective agreements with the Town, to the same extent as such terms provide
insurance and indemnification to the Town or any other party.
7. Subcontracts. Project Manager shall not employ any subcontractor unless previously approved by
the Town. The subcontracting of any of the Services shall not relieve Project Manager of any of its liabilities or
responsibilities under this Agreement. Project Manager shall make prompt payment to its subcontractors for Services
performed and/or materials supplied.
8. Responsibility for Project Cost. Evaluations of budgets and estimates of project cost, if any,
represent the Project Manager's judgment as a construction professional familiar with the construction industry. It is
recognized, however, that neither the Project Manager nor the Town has control over the cost of labor, materials or
equipment, over the methods of determining bid prices by the Town's contractors, or over competitive bidding, market
or negotiating conditions. Accordingly, the Project Manager cannot and does not warrant or represent that bids or
negotiated prices will not vary from the Town's Project budget or from any estimate of project cost or evaluations
prepared or agreed to by the Project Manager, the Town, or the Town's consultants or contractors. No fixed limit of
project cost shall be established as a condition of this Agreement. Town and Denton County, Texas (the "County")
have entered into that certain Interlocal Cooperation Agreement between Denton County, Texas, and the Town of
Westlake, Texas on or about January 18, 2022 (the "ICA"). Pursuant to the ICA, the County has agreed to fund up to
$4,500,000 (the "County Cap") for Project costs. Town agrees to look solely to the County for reimbursement for
Project costs up to the County Cap. In the event the total Project costs exceed the County Cap, Project Manager agrees
to reimburse the Town for Project costs in excess of the County Cap, provided that such costs are solely related to the
Project and incurred in accordance with this Agreement. Throughout the Project, the Town will provide Project
Manager with copies of all invoices submitted to the County pursuant to the ICA along with any other information
reasonably requested by Project Manager to verify Project costs incurred by the Town. In addition, if the County Cap
is exceeded, the Town will continue on a monthly basis to provide to Project Manager invoices and any other
information reasonably requested by Project Manager to verify Project costs for which the Town seeks reimbursement
from Project Manager. Project Manager shall reimburse the Town from time to time no more frequently than monthly
within 30 days after receipt of such invoices and information. For the avoidance of doubt, (i) Project Manager shall
have no obligation for Project costs incurred by the Town up to the County Cap, regardless of whether the ICA is
terminated prior to the County reimbursing the Town up to said County Cap, and (ii) Project Manager shall have no
obligation for Project costs incurred by the Town in excess of the County Cap to the extent such excess costs are the
result of changes in the Project from that set forth on Exhibit `B".
9. Waiver of Fees. The Town agrees to waive, and hereby waives, all of the Town's review,
permitting and inspection fees for the Project (other than required water impact fees for irrigation meters, ).
10. Insurance. Project Manager shall require that its contractors (if any) and subcontractors (if any)
procure and maintain, insurance coverages under forms of policies satisfactory to the Town with the policy limits set
forth below:
Insurance
Project Manager Limits
Contractor/Subcontractor Limits
Worker's Compensation
Statutory
Statutory
Employer's Liability Insurance:
Bodily Injury by Accident (accident)
$1,000,000
$1,000,000
Bodily Injury by Disease (policy limit)
$1,000,000
$1,000,000
Bodily Injury by Disease (each employee)
$1,000,000
$1,000,000
Insurance
Project Manager Limits
Contractor/Subcontractor Limits
Commercial General Liability ("CGL")
$1,000,000 each occurrence
$1,000,000 each occurrence
$2,000,000 annual general aggregate
$2,000,000 annual general aggregate
$2,000,000 products -completed
$2,000,000 products -completed
operations aggregate
operations aggregate
Automobile Liability
$1,000,000 each accident
$1,000,000 each accident
Excess Liability
$2,000,000 each occurrence
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 aggregate
10.1. GENERAL TERMS FOR ALL INSURANCE POLICIES. All insurance coverages (including
those of contractors/subcontractors) must be placed with carriers licensed to do business in Texas, and having an A.M.
Best's Guide rating of A-VII or better.
10.2. ADDITIONAL INSURED STATUS. The Town shall be included as additional insured on each
CGL policy procured by Project Manager.
10.3. WAIVER OF SUBROGATION. Each policy of insurance, except workers
compensation, must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to
recover against the Town.
10.4. EVIDENCE/PROOF OF INSURANCE. Evidence of the insurance coverage required to be
maintained by Project Manager, represented by certificates of insurance issued by the insurance carriers, must be
furnished to the Town before commencement of the Services.
10.5. DEDUCTIBLES, RETENTIONS & EXCLUSIONS. Insurance deductibles for Project
Manager's insurance coverage shall be paid by Project Manager without reimbursement by the Town.
11. Termination.
11.1 If Project Manager does not comply with the material terms of this Agreement, then the
Town may, without prejudice to any other right or remedy and after giving Project Manager fourteen (14) days written
notice and opportunity to cure, terminate the Services of Project Manager.
11.2 Either party may terminate this Agreement at any time for convenience, for any reason or
no reason, upon ten days' prior written notice to the other party; provided, however, in the event of termination by
Project Manager, Project Manager's obligation to cause its affiliate to dedicate the ROW Land shall survive such
termination.
12. Notices. For purposes of this Agreement, notices and all other communications provided for herein
shall be in writing, addressed as set forth below to the party to whom the notice or request is given, and shall be either
(a) delivered personally, (b) sent by United States certified mail, postage prepaid, return receipt requested, (c) placed
in the custody of FedEx or other nationally recognized overnight carrier for next day delivery, or (d) sent via facsimile
(fax) transmission to the facsimile number first set forth below:
Notices to Project Manager:
Hillwood Alliance Services, LLC
9800 Hillwood Parkway, Suite 300
Fort Worth, TX 76177
Attn:
Email : ///(wood 4,01
With a copy to:
Hillwood Alliance Services, LLC
9800 Hillwood Parkway, Suite 300
Fort Worth, TX 761 7
Attn:
Email: WQdd
Notices to the Town:
Town of Westlake
1500 Solana Boulevard
Building 7, Suite 7200
Westlake, TX 76262
Eamil :
With a copy to:
Stan Lowry
L. Stanton Lowry I Partner
Boyle & Lowry, L.L.P.
4201 Wingren Drive, Suite 108
Irving, Texas 75062
Notice shall be deemed given when received if delivered personally or sent via facsimile transmission with
confirmation by the delivering party of the notified parties' receipt of the facsimile transmission; forty-eight (48) hours
after deposit in the United States mail, if sent by certified mail; and twenty-four (24) hours after deposit with an
overnight carrier, if sent by FedEx or other nationally recognized overnight carrier for next day delivery. Either party
may designate, by similar written notice to the other party, any other address or facsimile number for such purposes.
13. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under
present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof shall remain
in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there shall be added
automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
14. Independent Contractor. It is understood that the relationship of Project Manager to the Town
shall be that of an independent contractor. Nothing contained herein or inferable herefrom shall be deemed or
construed (a) to make Project Manager the agent, servant, or employee of the Town, or (b) to create any partnership,
joint venture, or other association between the Town and Project Manager.
15. Limitation of Project Manaeer's Responsibility. Notwithstanding anything in this Agreement to
the contrary, Project Manager shall not be responsible for providing professional services that fall within the scope of
services customarily performed by professionals such as architects, engineers, lawyers and/or accountants. Other than
as expressly provided in this Agreement, Project Manager shall not be required to enter into agreements, obligations
or other undertakings in its own name to fulfill Project Manager's obligations under this Agreement (other than with
respect to obtaining insurance required hereunder). The Town hereby acknowledges and agrees:
15.1 Project Manager's duties and responsibilities hereunder with respect to the development
and construction of the Project consist only in managing, arranging, supervising and coordinating the planning, design,
construction and completion of the Project and the performance of the other development functions and duties under
this Agreement which relate to the Project in accordance with the terms of this Agreement.
15.2 Project Manager is not itself preparing any architectural or engineering plans, designs,
specifications or performing any construction required for the development or completion of the Project, and Project
Manager is not responsible for the means and methods of construction, design or construction of the Project.
153 Project Manager is not a guarantor or insurer of any work to be performed by any other
party in connection with the planning, design, construction and completion of the Project; and Project Manager is not
responsible for, and will not be liable for, any work, act, omission, negligence, gross negligence or intentional
misconduct of any other party employed by the Town or performing work for the Town in connection with the Project.
Project Manager's participation in the preparation of any budgets or schedule for the Project
("Project Schedule"), and revisions and supplements thereto, and in the preparation of any cost or time projections
which may be desired in connection with any budgets or Project Schedule, shall not in any way be construed as
guaranteeing the figures or results shown in any such budgets or projections or the time periods for completion of the
Project (or portions thereof) in accordance with the terms of any such Project Schedule or time projections.
16. Other Conditions .md Provisions.
16.1. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF TEXAS.
16.2. Assignment. Neither party may assign this Agreement without the prior consent of the
other, provided that such consent will not be unreasonably withheld.
16.3. Entire Agreement. This Agreement contains the entire agreement between the parties with
respect to the Services and the dedication of the ROW Land. All prior negotiations between the parties are merged
into this Agreement, and there are no understandings or agreements regarding the Services or dedication of the ROW
Land other than those incorporated or referred to herein.
16.4. Modification. This Agreement may not be modified except by an instrument in writing
signed by the parties hereto.
16.5. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any relief to which it may be entitled.
16.6. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall, for all purposes, be deemed an original, but which together shall constitute one and the same instrument.
17. Conflicts. In the event of a conflict between the terms of this Agreement and the provisions of
any exhibit attached hereto, the terms of this Agreement will prevail.
[signatures on following page(s)]
Executed by the parties to be effective as of the date first written above.
TOWN:
TOWN OF WESTLAKE, TEXAS
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PROJECT MANAGER:
HILLWOOD ALLIANCE SERVICES, LLC,
a Tex ited liabi �y npany
By:
Name:
Title: V
EXHIBIT"A"
Description of the Ser%ices
1. General Responsibility. Project Manager's general responsibility hereunder as Town's project
manager shall be to manage, arrange, supervise and coordinate the planning, design, construction and completion of
the Project, and to take such actions as Town may reasonably request within the scope of Project Manager's
responsibilities pursuant to this Agreement.
2. Development Functions. In discharging its general responsibility hereunder with respect to the
Project, Project Manager shall perform and discharge the specific responsibilities set forth in this Section 2, subject to
the terms of this Agreement.
2.1 Pre -Development Phase. During the pre -development phase of the Project, Project
Manager's responsibilities will include the following:
a. Preparing the budgets. Any budgets shall be broken down into such major
categories as Town may reasonably request in connection with the planning, design,
construction and development of the Project;
b. Recommending to Town any Design Professionals, coordinating the process for
the selection by Town of such Design Professionals reviewing and analyzing proposals
from such Design Professionals, and, following approval thereof by Town, reviewing and
evaluating proposed contracts between Town and such Design Professionals (it being
understood that all contracts shall be signed by Town and, therefore, subject to Town's
prior approval);
C. Assisting Town in establishing the design criteria of the Project;
d. Initiating and monitoring the preparation of preliminary drawings and
specifications in accordance with the approved design criteria; and
e. Defining the concept for the proposed project including uses, sizes, physical
arrangements, utility requirements, etc.
2.2 Design Development Phase. During the design development phase of the Project, which
shall continue after commencement of the construction phase as to those elements of the Project for which final plans
and specifications, final budget items and final changes to the construction contract entered into by Town and its
general contractor providing for the construction of the Project ("Construction Contract") have not then been approved
by Town, Project Manager shall coordinate with Town and Design Professionals to obtain final drawings and
specifications (including mock-ups and color samples) acceptable to Town and to prepare any proposed changes to
the budget for Town's approval at the time the Construction Contract is ready for execution, and Project Manager's
responsibilities will include the following:
a. Confirming construction costs and other costs to implement the project;
b. Preparing a recommendation to proceed or not proceed with the construction
phase of the Project;
C. Reviewing, commenting on and coordinating changes in preliminary design and
working drawings, specifications and site plans that are requested by Town;
d. Working with Town and Design Professionals to enhance compatibility of
architectural drawings with other elements of the Project;
e. Obtaining cost estimates from the Design Professionals and/or contractors and
preparing revisions to the budget for the construction phase in light of design development;
f. Review of cost estimates and/or bids from Design Professionals and/or
contractors and provide recommendations to Town regarding selection of contractors and
design professionals;
g. Preparing a development schedule and timetable for completion of the Project;
h. Coordinating the further development of and finalization and approval by Town
of the plans and specifications;
i. Reviewing and evaluating agreements with contractors for work on the Project to
the extent required by Town (it being understood that all agreements shall be signed by
Town and, therefore, subject to Town's prior approval);
j. Administering and overseeing the selection by any contractor of major
subcontractors and others as appropriate for construction of any improvements to be
constructed in connection with the Project; and
k. Managing, arranging, supervising and coordinating (including the use of
commercially reasonable efforts to assist in connection with) contractor's and Design
Professionals', as applicable, obtaining all development and other permits and
governmental approvals necessary to commence construction of the Project.
2.3 Construction Phase. Once construction of the Project commences, Project Manager's
responsibilities with respect to the Project will include the following:
a. Making visits to the job site as and when necessary, but not less than weekly, to
perform its obligations pursuant to, and in accordance with, the terms of this Agreement to
review the work and progress of construction with any contractor and with the Design
Professionals;
b. Consulting with Town regarding proposed changes and modifications to the plans
and specifications, obtaining Town's written approval as a condition of implementation of
any changes and modifications, and coordinating the issuance of change orders if and when
changes as described above are approved in writing by Town, any contractor and other
necessary parties;
C. Responding promptly to any questions from Town regarding the work or progress
of construction, scheduling and the like; and
d. Coordinating efforts by all appropriate parties to complete the Project in
accordance with the plans and specifications, as the same may be amended from time to
time with the approval of all necessary parties, such efforts to include assisting in the
scheduling of inspections;
2.4 All Phases. During all phases of the Project, Project Manager's responsibilities will include
the following:
a. Providing Town with Monthly Reports so as to keep Town apprised of the
progress of development;
b. Preparing and submitting to Town amendments, supplements and refinements to
the budget for Town's approval as construction of the Project moves through its various
phases to completion;
C. Notifying Town of any actual or anticipated change in the Project Schedule of
which Project Manager becomes aware;
d. Notifying Town of any actual or anticipated increase in a budget category within
the budget of which Project Manager becomes aware;
e. Conferring with and making recommendations to Town (based on information
received from any contractor and Design Professionals) with respect to (1) all dealings with
all governmental authorities who have jurisdiction over the development of the Project and
the construction of all improvements, and (2) the contest by Town of any law, regulation
or rule which Town deems to adversely affect the Project;
f. Coordinating and managing the performance of any contractor and Design
Professionals under their respective contracts with Town and giving or making Town's
instructions, requirements and approvals provided for in such contracts after obtaining
Town's written approval with respect thereto;
g. Using commercially reasonable and diligent efforts, without the obligation to
institute legal proceedings (whether litigation, mediation, arbitration or otherwise), to
resolve and settle any conflict among any contractor and Design Professionals and keeping
Town fully informed with respect to such conflicts and settlement discussions;
h. Assisting Town with respect to Town's negotiations with all applicable utility
companies, whether governmental or otherwise, for the installation of all applicable utility
services to the Project on a timely basis, with Town bearing the cost of all required utility
deposits and costs of installation;
i. Reviewing applications for payment submitted by any contractor and other
Design Professionals and preparing documentation (based on information received from
any contractor and Design Professionals) for all requests for payments from Town, in form
and content sufficient to permit Town to determine the appropriateness of such payments;
j. Subject to the terns of this Agreement, using reasonable efforts to comply or
cause compliance by the appropriate party with Town's obligations relating to the
construction of the Project undertaken by Town in any written agreement that Project
Manager or any contractor has received copies of or is otherwise aware of (including loan
agreements, mortgages and leases) and notifying Town promptly if Project Manager
becomes aware of any noncompliance;
k. Sending to Town the Monthly Report and copies of all material notices received
by Project Manager from any contractor, Design Professionals and/or governmental
authorities;
1. Facilitating meetings between the design and construction teams and preparing
meeting minutes;
in. Causing complete and accurate (based on the information then available to Project
Manager) files, books of account and other records of the Project Costs and the Project
incurred by Town to be prepared and maintained in accordance with generally accepted
accounting principles;
n. Cooperating in all reasonable respects with Town and its agents and
representatives in connection with construction of the Project; and
o. Performing generally such other acts and things as may be reasonably required in
accordance with this Agreement for the supervision and coordination of the planning,
design, development and construction of the Project and advising and consulting with
Town with respect thereto.
10
TOM of NElRAIQ
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THE TOWN OF WESTLAKE, TEXAS
SEWER, PAVING, DRAINAGE,
LANDSCAPE, IRRIGATION,
STREET LIGHT, & TRAFFIC SIGNAL IMPROVEMENTS
TO SERVE
CTR WESTLAKE
PARISH LANE
STA 6+11.29 TO STA 21+98.18
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OWNER / DEVELOPER;
HILLWOOD ALLIANCE
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SERVICES, LLC
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SEPTEMBER 2021
EXHIBIT "C"
DEDICATION DEED
THE STATE OF TEXAS §
COUNTY OF DENTON §
KNOW ALL MEN BY THESE PRESENTS:
That [applicable Hillwood entity] "Grantor"), for and in consideration of the acceptance
of the terms, conditions and reservations contained herein by The Town of Westlake, Texas, a
municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"), and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY,
unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property
situated in Denton County, Texas described in Exhibit "A" attached hereto and made a part
hereof by reference (the "Property").
This conveyance of the Property is made and accepted subject to the following (the
"Permitted Exceptions"): (i) the restrictions hereinafter set forth, (ii) the easements reserved as
set forth in Exhibit "B" attached hereto and made a part hereof by reference, and (iii) all other
matters of record affecting the Property that may exist as of the recordation of this instrument.
The Property is conveyed to Grantee to be used only for the following purposes (the
"Permitted Purposes"): the construction, use, maintenance, repair and reconstruction of a public
roadway and for any other legal purpose related thereto, including without limitation, drainage
facilities, utilities, franchises, pipelines and conduits of whatever kind or description, both
publicly owned and privately owned, where permitted by Grantee. All facilities constructed on
the Property, other than the public roadway, must be buried beneath the surface of the Property
(the "Underground Facilities"). Appurtenances to the Underground Facilities that cannot be
installed underground but can only be installed on the surface of the Property may be installed on
the surface of the Property. Temporary Facilities may be constructed on the surface of the
Property or above the surface of the Property. For purposes of this agreement, "Temporary
Facilities" shall mean only those surface -mounted or above -ground facilities required to service
projects under construction. In no event shall Temporary Facilities be installed for more than two
years. Temporary Facilities shall be removed at the expense of the party that installs the
Temporary Facilities. Nothing herein shall be construed as requiring Grantee or a permittee of
Grantee to bear the increased cost of the underground facilities required by this agreement (as
compared to the cost of overhead facilities).
There is excepted from this conveyance and reserved unto Grantor all of the water, oil,
gas and other minerals in, on or under the Property; PROVIDED, HOWEVER, THAT
GRANTOR SHALL NOT EXPLORE FOR, PRODUCE OR MINE SUCH MINERALS IN ANY
MANNER THAT WOULD INTERFERE WITH GRANTEE'S USE OF THE PROPERTY.
Grantor hereby retains and reserves a possibility of reverter in favor of Grantor pursuant
to which the conveyance hereunder shall be automatically void and the estate granted shall be
automatically terminated and forfeited, without the necessity of any notice (except as expressly
provided in this Dedication Deed), election or re-entry whatsoever, with respect to any portion of
the Property that, for a period of two years (after commencement of use of the roadway that has
been constructed and opened on the Property) is not used as a public roadway, and Grantor gives
Grantee written notice of such condition and such condition continues to exist 60 days following
the giving of such notice, whereupon, effective as of the expiration of such 60-day period, all
right, title and interest in and to such portion of the Property and all improvements then existing
thereon shall automatically revert to Grantor. It is the express intention of Grantor and Grantee
12
that Grantor is conveying to Grantee an estate in fee simple determinable in and to the Property
and that the provisions of this paragraph shall constitute conditional limitations upon the estate
conveyed herein and not a covenant or a right of re-entry for breach of condition subsequent, such
that fee simple title to the Property or the portion thereof that is not used as a public roadway for
a period of two years (after commencement of use of the roadway that has been constructed and
opened on the Property), together with improvements then existing thereon, shall automatically
revert to Grantor, and no notice (except as expressly provided in this Dedication Deed), election
or re-entry upon the Property shall be required to vest title to the Property (or portion thereof) and
all improvements then existing thereon, in Grantor. Neither the occurrence of a condition due to
an act or failure to act by a third party, nor impossibility or inability of Grantee to prevent the
occurrence of a condition, shall excuse such occurrence or condition or prevent the automatic
termination of the determinable fee estate conveyed hereby.
Notwithstanding the above provisions, in the event that the fee simple title to the Property
reverts to Grantor as provided above, Grantee shall retain a perpetual, underground easement that
shall survive such reversion on the following terms:
(a) Any underground utility or other facilities installed in compliance with the Permitted
Purposes and existing as of the date of such reversion, owned by Grantee or any other entity, may
remain in place, and the owners thereof shall have the right to use, operate, maintain and repair
such utilities;
(b) Grantee shall have the right to install, use, operate, maintain and repair under the Property
underground water, sanitary sewer and storm drainage facilities, as well as an other underground
utility facilities that Grantee may own and operate in the future, and any necessary appurtenances
thereto; and
(c) Grantee shall have the right to allow or permit any public utility to install, use, operate,
maintain and repair under the Property any underground public utility facilities.
Notwithstanding the above stated easement rights that will be retained by Grantee in the event of
such reversion, Grantor, and its successors, assigns and permittees, shall have the right to use the
surface of the Property and any area beneath the surface of the Property for any use that does not
interfere with the easement rights of Grantee and others described above. Further, Grantor, at its
expense, shall have the right to relocate any utilities and facilities that are the subject of such
rights provided that the level of service provided by such utilities at the new location will not be
impaired in any material respect, either in the process of such relocation or after the completion
thereof.
The right of reversion reserved herein shall terminate and shall be of no further force or
effect 21 years less one day after the death of the last survivor of any of the descendants of Queen
Elizabeth II of England living on the date of execution of this Dedication Deed. The possibility
of reverter and all other rights, options and easements retained or reserved by Grantor in this
Dedication Deed shall be the property of and shall inure to the benefit of Grantor, its successors
and assigns, and are not appurtenant to any tract of property (other than the Property). All
provisions of this Dedication Deed applicable to Grantor and Grantee shall be applicable to their
respective successors and assigns.
Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past,
present or future, of, as, to or concerning (i) the nature and condition of the Property, including,
but not limited to, the suitability thereof for any activity or use; (ii) the condition of any
improvements located thereon; (iii) the compliance of the Property with any laws, rules,
ordinances or regulations of any government or other body. The conveyance of the Property as
provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in
consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as
13
otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ARE EXPRESSLY DISCLAIMED.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together
with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its
successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted
Exceptions, unto Grantee, its successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise.
EXECUTED this day of 92022.
[applicable Hillwood entity]
By:
Name:
Title:
ACCEPTED ON THE TERMS,
CONDITIONS AND RESERVATIONS
CONTAINED HEREIN:
The Town of Westlake
Town Manager
ATTEST:
APPROVED AS TO FORM:
Town Attrney
14
OF WEST
�-O R`
T E X
THE STATE OF TEXAS
COUNTY OF TARRANT
This instrument
by
was acknowledged before
of
on behalf of said _
_ of
on behalf of said
THE STATE OF TEXAS §
COUNTY OF TARRANT §
me on , 2022,
[applicable Hillwood entity], a
in its capacity as
a
Notary Public, State of Texas
This inshen s ganowledged before me on this ?1u day of Jan�•�� 2022,
by (,(�%%L2:K la 04 the Town Manager of the Town of Westlake,
Texas, a municipal corporation, on behalf of the Town of Westlake, Texas.
GRANTEE'S ADDRESS:
The Town of Westlake
1500 Solana Blvd.
Bldg. 7, Suite 7200
Westlake, TX 76262
Notaryg3ublic, State —of Texa
RICHARD TODD WOOD
s'Notary Public, State of Texas
Comm. Expires 02-14-2024
Notary ID 132360452
AFTER RECORDING, RETURN TO:
The Town of Westlake
1500 Solana Blvd.
Bldg. 7, Suite 7200
Westlake, TX 76262
WITH COPY TO:
[applicable Hillwood entity]
9800 Hillwood Parkway, Suite 300
Fort Worth, TX 76177
Attention:
15
EXHIBIT "A"
3.980 ACRE RIGHT-OF-WAY DEDICATION
PARISH LANE
BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 593, Denton
County, Texas and being a portion of that tract of land described by deed to 170 Retail
Associates, LTD., recorded in Instrument Number 2005-136073, Real Property Records, Denton
County, Texas, being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found at the northwest corner of said 170 Retail tract, being
in the south line of that tract of land described by deed to The City of Roanoke, recorded in
Volume 4184, Page 725, said County Records;
THENCE N 89043'30"E, 649.07 feet, to a 5/8 inch iron rod with plastic cap stamped '`Peloton"
set, at the beginning of a curve to the right;
THENCE with said curve to the right, an arc distance of 653.45 feet, through a central angle of
37°26'23", having a radius of 1000.00 feet, the long chord which bears S 71 °33' 19"E, 641.88
feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton" set;
THENCE S 52050'07"E, 156.84 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set;
THENCE N 82009'35"E, 113.32 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set in the west right-of-way line of State Highway 170 (a variable width right-of-way), being the
beginning of a curve to the left;
THENCE with said west right-of-way line and said curve to the left, an arc distance of 295.27
feet, through a central angle of 01°28'26", having a radius of 11479.14 feet, the long chord
which bears S 36°37' 12"W, 295.26 feet, to a 5/8 inch iron rod with plastic cap stamped
"Peloton" set;
THENCE N 08022'34"W, 114.39 feet, departing said west right-of-way line to a 5/8 inch iron
rod with plastic cap stamped "Peloton" set;
THENCE N 52050'07"W, 210.41 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set, at the beginning of a curve to the left;
THENCE with said curve to the left, an arc distance of 588.10 feet, through a central angle of
37°26'23", having a radius of 900.00 feet, the long chord which bears N 71033'18"W, 577.69
feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton" set;
THENCE S 89043'30"W, 586.38 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set;
Page 1 of 3
16
THENCE N 00012'27"W, 96.00 feet to the Point of Beginning and containing 173,362 square
feet or 3.980 acres of land more or less.
Page 2 of 3
17
BASIS OF BEARING IS THE TEXAS
COORDINATE SYSTEM NAD83, NORTH
CENTRAL ZONE 4202.
IRF = IRON ROD FOUND
IRS = IRON ROD SET
S. Walnut
Street l
Parish N00- 1 2' 27"
Lane 96.00'
— , I
CD
(N
0
2r
La
CL
The City of Roanoke
Vol. 4184, Pg. 725
R. P. R. D. C. T.
Point of
Beginning
N890 43' 30" E 649. OZ —
Parlsh Lane 3.980 AC.
170 RETAIL ASSOCIATES, LTD.
INST.# 2005-136073
R. P. R. D. C. T.
& RR Gee SURVEY 0 200 400
MEP ST# g23 GRAPHIC SCALE IN FEET
TEGRAL AB 170 RETAIL ASSOCIATES, LTD"INDESCRIPTI0NART5-OZ PHa98SDOCUMENT"
I NST. # 2005-1 36073 2. EXHIBIT
R. P. R. D. C. T. N
Approx. Survey Line
SE GIBSGN SURVEY
JES
A3sT.# 5g3
A = 370 26' 23'\
R = 900.00'
L = 588. 10'
LC= N71033' 18"W
577. 69'
0 = 370 26' 23'—
R = 1000.00'
L = 653.45'
LC= S710 33' 1 9" E
\ 641. 88'
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R = 1 14 79. 14'
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L = 295.27'
LC= S360 37' 1 2" W
N08022' 34" k�° 295. 26' o
114.39' IRs ?� ,° g
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DENTON COUNTY
TARRANT COUNTY
Exhibit "A"
Right -of -Way Dedication
Parish Lane
SITUATED IN THE JESSE GIBSON SURVEY, ABSTRACT NUMBER 593
TBPLS Firm Reg No. 10177700 TOWN OF WESTLAKE, DENTON COUNTY, TEXAS. Copyri
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EXHIBIT "B"
EASEMENTS RESERVED
1. Grantor hereby reserves a non-exclusive, assignable, free easement over and
across the surface of any portion of the Property not covered by pavement for the installation and
maintenance of landscaping and an underground landscape irrigation system. Grantor or
Grantor's assignee, whichever entity installs any such landscaping or underground irrigation
system, shall have the right and responsibility to keep such landscaping and irrigation system in
good condition and repair. Grantee shall have no responsibility for any such maintenance.
Grantee, at Grantor's expense, shall have the right to take such action as necessary to stop water
from running on the Property from any leaks in the irrigation system that are not promptly
repaired by Grantor or its assignee.
2. The easements reserved in this Exhibit "B" are easements in gross for the benefit
of Grantor and its successors and assigns.
3. Grantor or its assignee shall make no use of the Property without Grantee's
consent, which shall not be unreasonably withheld or delayed. Grantor or its assignee shall
restore or repair any damage to the Property resulting from such use by Grantor or its assignee.
4. The person or entity (whether Grantor or an assignee of Grantor) exercising any
right to install any landscaping or facilities pursuant to the easement reserved herein shall
indemnify and hold Grantee harmless from and against any claims or damages (including court
costs and reasonable attorneys' fees) resulting from the construction, installation, maintenance,
use or existence of such landscaping or facilities except such claims or damages that result from
the negligence of Grantee or its employees, agents or contractors. Notwithstanding the foregoing,
Grantor shall not have any liability under this indemnity with respect to any landscaping or
facilities installed by an assignee of Grantor or with respect to any landscaping or facilities
assigned or conveyed by Grantor to an assignee after installation, provided that Grantor has
given Grantee written notice of such assignment, by certified mail return receipt requested, at
Grantee's address set forth in the Dedication Deed. Any such assignee (of whom Grantee has
been notified as provided above) shall be automatically deemed to have assumed this indemnity
upon such assignment and Grantor shall be deemed released therefrom. As a condition to the
obligations under this indemnity, Grantee must give the indemnifying party prompt notice of any
claim that may be covered by this indemnity, shall cooperate in the defense thereof, and shall not
take any action, including, but not limited to, a settlement of the claim, that would adversely
affect the defense of such claim without the prior written consent of the indemnifying party.
The above provisions do not restrict in any way the right of Grantee to bring suit under or
otherwise enforce this indemnity in accordance with its terms.
5. By its acceptance of this Dedication Deed, Grantee agrees to execute such further
instruments confirming or evidencing the easements reserved in this Exhibit "B" as Grantor from
time to time may reasonably request, including, but not limited to, any utility easement
documents used by any utility company, although such execution is not necessary for the
exercise of any rights under this easement.
19
EXHIBIT "D"
3.980 ACRE RIGHT-OF-WAY DEDICATION
PARISH LANE
BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 593, Denton
County, Texas and being a portion of that tract of land described by deed to 170 Retail
Associates, LTD., recorded in Instrument Number 2005-136073, Real Property Records, Denton
County, Texas, being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found at the northwest corner of said 170 Retail tract, being
in the south line of that tract of land described by deed to The City of Roanoke, recorded in
Volume 4184, Page 725, said County Records;
THENCE N 89043'30"E, 649.07 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set, at the beginning of a curve to the right;
THENCE with said curve to the right, an arc distance of 653.45 feet, through a central angle of
37°26'23", having a radius of 1000.00 feet, the long chord which bears S 71°33'19"E, 641.88
feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton" set;
THENCE S 52050'07"E, 156.84 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set;
THENCE N 82009'35"E, 113.32 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set in the west right-of-way line of State Highway 170 (a variable width right-of-way), being the
beginning of a curve to the left;
THENCE with said west right-of-way line and said curve to the left, an arc distance of 295.27
feet, through a central angle of 01 °28'26", having a radius of 11479.14 feet, the long chord
which bears S 36°37' 12"W, 295.26 feet, to a 5/8 inch iron rod with plastic cap stamped
"Peloton" set;
THENCE N 08022'34"W, 114.39 feet, departing said west right-of-way line to a 5/8 inch iron
rod with plastic cap stamped "Peloton" set;
THENCE N 52050'07"W, 210.41 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set, at the beginning of a curve to the left;
THENCE with said curve to the left, an arc distance of 588.10 feet, through a central angle of
37°26'23", having a radius of 900.00 feet, the long chord which bears N 71 °33' 18"W, 577.69
feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton" set;
THENCE S 89043'30"W, 586.38 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"
set;
Page 1 of 3
20
THENCE N 00012'27"W, 96.00 feet to the Point of Beginning and containing 173,362 square
feet or 3.980 acres of land more or less.
Page 2 of 3
21
BASIS OF BEARING IS THE TEXAS
COORDINATE SYSTEM NAD83, NORTH
CENTRAL ZONE 4202.
IRF = IRON ROD FOUND
IRS = IRON ROD SET
S. Walnut
Street l
Parish N00° 12' 27
Lane 96.00'
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The City of Roanoke
Vol. 4184. Pg. 725
R. P. R. D. C. T.
Point of
Beginning
N89043' 30" E 649. 0L —
Parish Lane 3.980 AC.
43' 30"W
170 RETAIL ASSOCIATES, LTD.
INST.# 2005-136073
R. P. R. D. C. T.
& RR c0. SURVEY
MEP
pBs�# g23 170 RETAIL ASSOCIATES,
INST,# 2005-136073
R. P. R. D. C. T.
Approx. Survey Line
S0N SURVEY
3ESSE G�g
AgST.# 593
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LTD INTEGRAL PARTS OF THIS DOCUMENT"
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T. DESCRIPTION - 2 Pages
2. EXHIBIT
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= 370 26' 23"
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R
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370 26' 23"
900. 00'
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901 13. 3
LC=
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DENTON COUNTY
TARRANT COUNTY
Exhibit "A„
Right -of -Way Dedication
Parish Lane
SITUATED IN THE JESSE GIBSON SURVEY, ABSTRACT NUMBER 593
TBPLS Firm Reg No. 10177700 TOWN OF WESTLAKE, DENTON COUNTY, TEXAS. Copyr109) 2020 Peloton Land Soluti
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TOWN OF WESTLAKE pt S
RESOLUTION NO.21-43
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE A PROJECT
MANAGEMENT AND LAND DEDICATION AGREEMENT WITH HILLWOOD
ALLIANCE SERVICES, LLC TO PROVIDE FOR PROJECT MANAGEMENT
SERVICES AND LAND DEDICATION RELATED TO THE CONSTRUCITON OF
PARISH LANE FROM ROANOKE ROAD TO SH 170.
WHEREAS, the Town Council desires to provide residents and commuters safe and
aesthetically pleasing streets and infrastructure; and,
WHEREAS, the agreement will provide the Project Management services for the
construction of Parish Lane from Roanoke Road to SH 170; and,
WHEREAS, the Project Manager's general responsibility hereunder as Town's Project
Manager shall be to manage, arrange, supervise and coordinate the planning, design, construction
and completion of the Parish Lane construction project; and,
WHEREAS, the Town Council finds that the project management, land dedication and
improvements of Parish Lane is a benefit to the public; 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 Project Management and Land Dedication Agreement with
Hillwood Alliance Services, LLC to provide for Project Management Services and Land
Dedication related to the construction of Parish Lane from Roanoke Road to SI-I 170, 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 pro visions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
Resolution 21-43
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:
zj-
Tod Wood, To cretary
....•MI IM /�f •M
tor6oXry,7own Attorney
Laura Wheat, Mayor
A" 4a4ot4l
Amanda DeGan, Town Manager
�G
TEXP�
Resolution 21-43
Page 2 of