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HomeMy WebLinkAboutRes 22-64 Assignment Agreement EntradaR. ?,VSOk7J1TIO�T *F TAE YV7711 1F `1,7ESTLAK4 i ,TEXAS t�fl'1'11 E11,11 I TO AND APPROVING THE ASSIGNMENT OF THE RIGHTS, COVENANTS AND OBLIGATIONS OF THE ECONOMIC DEVELOPMENT PROGRAM AGREEMENT DATED APRIL 22, 2013 AND A DEVELOPMENT AND SUBDIVISION IMPROVEMENT AGREEMENT DATED OCTOBER 28, 2013, FROM MAGUIRE PARTNERS — SOLANA LAND, L.P. TO MRW INVESTORS, LLC, AND AUTHORIZING THE MAYOR TO APPROVE THE ASSIGNMENT ON BEHALF OF THE TOWN. WHEREAS, the Town of Westlake, Texas (the "Town") and Maguire Partners — Solana Land, L.P., a Texas limited partnership ("Assignor") entered into an Economic Development Program Agreement dated April 22, 2013 and a Development and Subdivision Improvement Agreement dated October 28, 2013 (collectively the "Development Agreements") attached hereto as Exhibit A and B; and WHEREAS, Assignor and Marquis Westlake Development, Inc. ("Marquis") are parties to that certain Assignment (the "Marquis Assignment"), dated July 21, 2014, attached hereto as Exhihit C, and consented to by the Town through Town Resolution 14-22 in which Assignor assigned the rights, obligations, and covenants under the Development Agreements to Marquis; and WHERE AS, Assignor and Marquis are parties to that certain Assignment (the "Second Marquis Assignment"), dated August 25, 2014, attached hereto as EChibit D, and consented to by the Town through Town Resolution 14-28 in which Marquis assigned the rights, obligations, and covenants under the Development Agreements to Assignor; and WHEREAS, the Development Agreements contain rights, covenants and obligations which are assignable upon the consent and approval of the assignment by the Town and the Assignor; and WHERE AS, the Assignor desires to assign, transfer, set over, convey and deliver to MRW Investors, LLC (the "Assignee") all of its rights, covenants, and obligations under the Development Agreements; and WHEREAS, Assignee desires to accept the rights, covenants and obligations of Assignor under the Development Agreements and fulfill the requirements set forth under the Development Agreenients; and Resolution 22-64 Page I of 8 WHEREAS, Town Council of the Town (the "Town Council") finds that the Assignee is financially capable of meeting the terms and conditions of the Development Agreements, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW THERE, FORE, BE IT RESOLVED BY THE TOWN COUNCIL OF TM TOWN OF WESTLAKE, TEXAS AS FOLLOWS: SECTION 1: THAT the recitals set forth above in this Resolution are true and correct and are hereby adopted as findings of the Town Council and are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2: THAT the Town Council of the Town (the "Town Council") does hereby find that the Assignee is financially capable of meeting the terms and conditions of the Assignor in the Development Agreements in satisfaction of the requirements of the Development Agreements. SECTION 3: THAT the Town Council does hereby acknowledge, accept, and approve the assignment of the rights, covenants, and obligations of the Assignor to the Assignee, and shall continue its performance of the Development Agreements with Assignee as though Assignee was the original party to the Development Agreements in accordance with the Assignment document attached as Exhibit E. SECTION 4: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 5: THAT this Resolution shall become effective from and after its date of passage in accordance with law. SECTION 6: THAT any signatory hereto may execute and deliver this document by telephone facsimile transmission or email/.pdf, and the same shall constitute an original for all purposes. I, � I IF I WIM111m iw�� Resolution 22-64 Page 2 of 8 ATTEST: Amy M. Pfikana', Town Secretary IWIji-11 L", Sean Kilbride, Mayor Jarrod Greenwood, Acting Town Manager Resolution 22-64 Page 3 of 8 ASSIGNMENT This ASSIGNMENT (Assi�,nment") is executed as of ..2. p :. .._ 2022, by and between Maguire Partners -Solana Land, L.P. a Texas limited partnership ("Assignor"), MRW Investors, LLC, a Texas limited liability company ("Assignee"), and consented to by the Town of Westlake, Texas (the "Town"). RECITALS A. Assignor is a party to the Economic Development Program Agreement (the "Economic Development Agreement") dated April 22, 2013, and attached as Exhibit A, and the Development and Subdivision Improvement Agreement (the "Development Agreement") dated October 28, 2013, and attached as Exhibit B, (collectively, the "Development Agreements") both by and between Assignor and the Town. B. The Town is a Type -A general law municipality organized under the laws of the State of Texas. B. The Development Agreements have been entered into in connection with the development of approximately 85.9 acres within the Town; C. Assignor has certain rights, covenants and obligations under the Development Agreements. D. Assignor desires to assign, transfer, set over, convey and deliver to Assignee all of its rights, covenants and obligations under the Development Agreements. E. Assignee desires to accept all of the rights, covenants and obligations of Assignor under the Development Agreements and fulfill the requirements set forth under the Development Agreements. F. The Assignor and/or Assignee hereby confirm that the assignee is financially capable. G. With the assignment of its rights, covenants and obligations of the Development Agreements, Assignor shall forward and notify Assignee of any and all information that Assignor becomes aware of that has not already been provided to Assignee which would affect Assignee's covenants and obligations under the Development Agreements. NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed: 1. Assi nment Rights Covenants and Obligations. Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns all of its rights, covenants and obligations under the Development Agreements. 2. As,si no toNotiLN,. Inconsideration for Assignee's acceptance of the rights, covenants and obligations set forth in the Development Agreements, Assignor shall notify and -1- forward any information that Assignor receives concerning the Developments Agreement which have not already been provided to Assignee and may have an effect on Assignee's rights, covenants and obligations under the Development Agreements. 3. Assignee Acknowledgement. Assignee hereby assumes and acknowledges all of the rules, regulations, and requirements as specified in the Development Agreements, accepts and assumes the rights, covenants and obligations of the Development Agreements, and assumes all of Assignor's covenants and obligations as if Assignee had been an original party to the Development Agreements. 4. Town Consent and Aprovat. The Town Council of the Town approves and consents to this Assignment pursuant to the votes at its October 24, 2022 Council Meeting and as witnessed by the Mayor's signature hereinbelow. that: 5. Rgpresentationswand„Covenants. Assignor hereby represents, warrants and agrees (a) Assignor has the right, power and capacity to make this Assignment. (b) Assignor represents and warrants that there are no existing defaults under the Development Agreements and Assignor has not performed any act or executed any instrument which might prevent Assignee from operating under any of the terms and provisions hereof or which would limit Assignee in such operation. 6. Notices. All notices required or permitted to be given hereunder shall be deemed to have been duly given if given in accordance with the applicable provisions of the Development Agreements. 7. BindinL,M Effect. This Assignment applies to and binds the parties hereto and their respective heirs, legal representatives, successors and assigns. Any provisions in any other agreement creating rights in Assignee other than those created herein shall be deemed incorporated herein by reference and made a part hereof for all purposes. 8. Aroval of Town. Assignor and Assignee acknowledge and agree that this Assignment has been approved by action and consent of the Town Council of the Town. 9. Governing Law. This Agreement shall be governed by Texas law. 10. Si,natures. Any signatory hereto may execute and deliver this document by telephone facsimile transmission or email/.pdf, and the same shall constitute an original for all purposes. IN WITNESS WHEREOF, Assignor has caused this instrument to be executed as of the dates written below. ASSIGNOR: MAGUIRE PARTNERS-SOLANA LAND, L.P. a Texas limited partnership By: MMM Ventures, LLC, a Texas limited liability company Its general partner By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By:_.. .._..m. Name: Mehrdad Moayedi Its: Manager Date: u... (Av W 2,n2Z STATE OF TEXAS COUNTY OF.......•".11°�s.................... This instrument was acknowledged before me on the 31 day of ....OU���f/ , 2022, by Mehrdad Moayedi in his capacity as manager of 2M Ventures, the Manager of MMM Ventures, the general partner of Maguire Partners -Solana Land, L.P. a Texas limited partnership, known to be the person whose name is subscribed to the foregoing instrument, alld t gat he executed the same on behalf of and as the act of Maguire Partners -Solana Land, L.P.. Notary Public; Seate of Texas My Commission Expires: MATTHEW KOLLINGER 2 P� Notary Public, State of Texas ` zComm. Expires 03-14-2026 y :•'c: P Notary ID 133642806 -3- ASSIGNEE: MRW Investors, LLC, a Texas limited liability company By: LLSF, LLC, a Texas limited liability company Its Manager and Member By: MCGDE EB-5, LP a Texas limited partnership Its Sole Managing Member By: MCGDE EB-5 GP, Inc. a Texas corporation Its General Partner By: L- -. .... Name: Michael Beaty Its: Its President and Director STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the y da 0 i ,w of.. t 2022 by Michael Beaty as President and Director of MCGDE EB-5 GP, Inc., the General Partner of MCGDE EB-5, LP, sole Managing Member of LLSF, LLC, as Manager of MRW Investors, LLC, a Texas limited liability company on behalf of said company. - I NotaryPublic, State o� w Pu, f � Te � My Commission Expires: -4- CAITLIN PAIGE SIMMONS _ Notary iD #131,58423 My Commission Expires June 11, 2025 } The Town hereby consents to this Assignment pursuant to Resolution No. 22-64. TOWN OF WESTLAKE: I Sean Kilbride, Mayor Date: 10/25/2022 APPROVED AS TO FORM AND LEGALITY: Lota .__-gym. EXHIBIT "A" Economic Development Agreement I Me RESOLUTION BY TH1 1 - OF THE TOWNOF WESTLAKE, APPROVING AN E1 1 DEVELOPMENT AGREEMENT MAGUIRE 1 1, 1 10ENTURION'S FPEVELOPMENT KNOWNi•. WHEREAS, the Town of Westlake is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments and Deloitte University, residential developments such as Vaquero, Glenwyck Farms, Granada and Terra Bella, which are consistent with the Town's Comprehensive Plan as amended, as well as enrollment growth at Westlake Academy and growth in the area in general, all of which. contribute to demand for improvements to Westlake's infrastructure and public buildings, and WHEREAS, the Town of Westlake (Town) and Centurion, Inc. (Centurion) desire to entire enter into a partnership to continue this planed growth through economic development projects implemented by means of Centurion facilitating the investment of an estimated $500 million in a mixed use development known as Westlake Entrada in the Town, with significant privately maintained and publicly accessible amenities, and the Town facilitating this development with certain public investment in FM 1938 streetscape improvements per its economic development policies, and WHEREAS, the Town has an economic development policy adopted by Resolution 06- 19 and that this proposed economic development agreement with the Centurion meets those policy guidelines, and meets the requirements of State law for municipalities to grant 380 economic development grants to businesses developing in their boundaries; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE,RESOLVED BY THE TOWN1' 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 Economic Development Grant Agreement with Centurion attached hereto as Exhibit "A', and further authorizes the Town. Manager to execute said agreement on behalf of the Town of Westlake. Resolution 13-17 Page 1 of 2 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. ATTEST: Kelly'EdwarQ Town Secretary APPROVED AS TO FORM: Starowry, V Town Attorney 11 ill illirilgi Lh-drh Wheat, Mayor Thomas E. Bryner, 17own Manager Resolution 13-17 Page 2 of 2 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 MAGUIRE PARTNERS-SOLANA LAND, L.P., a Texas limited partnership and its assigns, (the "Partnership"), for the purposes and considerations stated below. Section 1. RECITALS The Town and the Partnership hereby agree that the following statements are true and correct and constitute the basis upon which the Town and The Partnership have entered into this Agreement: A. The Town hereby concludes 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. 06-19, adopted by the Town Council on May 8, 2006, attached hereto as Exhibit "A" 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"). B. The Partnership is the owner of an approximately 85.9 acre tract in Planned Development PD 1-2 (the "Development"), generally located on the east side of FM 1938, north of Solana Blvd. and south of SH 114. shown on Exhibit `B" attached hereto and referred to herein as "Entrada" C. The Town Council fords and determines that the Development proposed by the Partnership 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 and additional revenue to Westlake Academy. Resolution 13-17 Page 1 of 17 D. The Town and Partnership agree that this Agreement shall be binding upon the Partnership, its successors and assigns. The Town and Partnership further agree that a "Memorandum of this Agreement" in a form mutually agreeable to the Town and Partnership will be duly recorded in the Real Property Records of Tarrant County, Texas, and shall operate as a covenant running with the land and place third -parties on notice of this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Affiliate shall mean all entities, incorporated or otherwise, under common control with, controlled by or controlling the Partnership. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Condominium shall mean one of a group of housing units where each homeowner owns their individual unit space, and all the dwellings share ownership of areas of common use. Developer shall mean the Partnership and/or its Affiliates. Development shall have the meaning ascribed to it in Section 1. B. Development Agreement shall be a future separate agreement(s) as required by the Town as set out in various portions of this Economic Development Agreement, between the Town and The Partnership, enumerating various infrastructure, traffic signal, and other costs to be borne by The Partnership, or establishing terms for the Town's consideration of placement of any of its public buildings in the Development, or establishing terms and conditions for waiver and/or reduction of parkland dedication fees. Effective Date shall have meaning ascribed to it in Section 3 of this Agreement. Entrada means the mixed use village planned development zoning district depicted in Exhibit B, and described in Section 1.13, consisting of retail, commercial, hotel and entertainment uses and 322 residential units consisting of single family detached homes, townhomes and condominiums with a combined estimated value of $500,000,000. Partnership has the meaning ascribed to it in the preamble of this Agreement. Resolution 13-17 Page 2 of 17 Program Resources means the annual allowable economic development programs, resources, buildings, and efforts, approved and provided solely by the Town, to The Partnership in accordance with this Agreement as part of the Town's 380 Program. These may include, but shall not be limited to provision of economic development incentive tools as allowed by law. Public Improvement District has the meaning ascribed to it in Section 5.3 of the Agreement. Sales Tax Situs has the meaning ascribed to it in Section 5.2.f of this Agreement. Site Plan shall mean a Planned Development Site Plan completed by the Developer in compliance with Section 102-268 of the Town of Westlake Code of Ordinances and adopted by the Town Council. Town Hall shall mean any building or buildings designated by the Town for governmental use associated with the administration and operations of the Town of Westlake. The Town Council has found at a duly -called and legally -noticed public meeting through the adoption of Town Resolution No. 13-17, attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes, and the Town and the Partnership 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. Section 4. TERM This Agreement shall be effective as of the date of execution by the Parties (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, shall be effective as long as there are outstanding obligations by either party as contained in this Agreement. Section O` 1 THE PARTNERSHIP'S COMMITMENTS 5.1. Required Improvements - Description of the Mutual Obligations of the Parties. In order to increase and enhance the local tax base and local economy in the Town, and to maximize the economic benefits of the Development, the Partnership intends to construct approximately $500,000,000 in taxable mixed use improvements resulting in increased assessed valuation in PD 1-2. In exchange, the Town will consider the use of Program Resources Resolution 13-17 Page 3 of 17 specifically approved by the Town to consider an application by the Partnership to create of a Public Improvement District ("PID") or other special taxing district allowed by law which will be used to assess properties within the development for public infrastructure and to consider on a case to case basis requests for development incentives including Section 380 agreements to incentivize desirable retail and commercial tenants_ 5.2. Required Improvements - The Partnership's Specific Obligations. (a) In exchange for the Town's consideration of offering Program Resources, the Partnership agrees to pay to the Town the sum of $10,000 for each s ngl-e--family--detaehed residential---homefvill�-and - s„ ; $55000. for-each-Townhome-arrdfor-Cbndominium-residen -depicted on the approve Site Plan(s) which shall be used for the benefit of the - ww Westlake Academy. The amount of payment will be calculated by multiplying the number of s-ingle--fsmily--detaehed residential low depicted on each approved Site Plan by $10,000, and--multiplying-ihe- num—ber-of-Townhome--and/or-Cond-ominium--resiidences lots depicted - on ---each approved--S-ite--Plan--by.-$S 000- which shall be due and payable to the Town prior to the signing of each respective final plat. (b) The Partnership shall pay a portion of the cost of design and construction of a traffic signal at FM 1938/Davis Blvd and Solana Boulevard, which cost shall be described in a future Developer Agreement. Said Development Agreement shall be required as a condition of approval prior to creation of a Public Improvement District or other special taxing district by the Town, and/or prior to filing of any preliminary plat for Entrada. The proportionate share of the cost of the traffic signal at FM 1938/Davis Blvd shall be determined by the Town and will take into consideration the total cost of design, (to be consistent with Town design standards), engineering and construction of the traffic signal, the proportionate share of cost allocated to the Granada residential development within PD 1-3, as well as any unspent funds collected from or owed to the Town by Fidelity Investments (FMR Limited Partnership) for signalization improvements. (c) The Partnership shall conduct an updated Traffic Analysis by a professional traffic engineer, mutually agreeable to the Town and the Partnership, at the Partnership's cost to determine the need for roadway and/or signalization improvements at the intersection of Solana Blvd and the currently unnamed road which shall be the future entrance into Granada and Entrada developments on Solana Boulevard. If additional improvement and or signalization is warranted by the updated Traffic Analysis, the Partnership shall pay Resolution 13-17 Page 4 of 17 100% of the cost of engineering, design, and construction of such improvements as determined by the Town by apportioning said costs between PD 1-3 (Granada) and PD 1-2 (Entrada). The Partnership further agrees to enter into a Development Agreement with the Town prior to filing of any preliminary plat for Entrada that specifically determines these costs and time of payment for them. (d) The Partnership or its agents or assigns approved by the Town shall perpetually maintain all irrigation, landscaping, lighting, medians, streetscaping, public and private open space, sidewalks, trails, water features, and all other public improvements within and bordering the development which are depicted on the approved Site Plan(s) and/or required by the Town's Ordinances, UDC, and/or Subdivision and/or Engineering Standards. All trails, whether built on public right-of- way or Developer's property will be publicly accessible and privately maintained and shall be platted as public access easements. If the Town determines a Development Agreement is necessary to clarify these costs as the Partnership's responsibility, the Partnership further agrees to enter such a Development Agreement with the Town prior to filing of any preliminary plat(s). (e) Solana Boulevard Improvements. The Partnership agrees to pay all costs pertaining to widening of Solana Boulevard adjacent to the south side of its property as shown on the approved concept plan for Entrada (Exhibit B) attached to this Agreement. The Partnership further agrees to enter into a Development Agreement with the Town related to its responsibility for these Solana Boulevard improvement costs prior to filing of any preliminary plat(s). (f) Sales Tax Situs. To the extent allowed by law, the Partnership agrees to pursue, with the Town's support, a sales tax situs agreement in which all non -single family construction contracts and agreements comprising or related to the development within the boundaries of PD 1-2 shall require that the respective contractor(s) enter into a separate contract with the State of Texas for the purpose and intent of sales tax collection on eligible projects comprising or related to the development having a point of sale in the Town in accordance with Comptroller's Sales Tax Rule 34, Texas Administrative Code, Section 3.291 (the "Sales Tax Situs"). Should the Partnership successfully establish a Sales Tax Situs, as described above, the Town agrees to amend this Agreement whereby the Town would grant to the Partnership, as Program Resources, a portion of the sales taxes actually received by the Town directly attributed to PD 1-2. Resolution 13-17 Page 5 of 17 (g) The Partnership shall reimburse the Town for actual costs of legal and/or consulting fees incurred by the Town related to the preparation and review of this Agreement, and all other related documents deemed necessary by the Town related to the Development and such payments are due and payable by the Partnership upon receipt. (h) The Partnership will designate and reserve a site of a size (acreage) deemed appropriate by the Town at a mutually agreeable location on the Final Plat in anticipation of construction of a future Town Hall. The land will remain under the fee simple ownership of the Partnership. The land will remain undeveloped and designated for a Town Hall site for five (5) years commencing on the date of execution of this economic Development Agreement. If after the expiration of the five (5) years, the Town has not entered into an agreement with the Partnership to construct a Town Hall, the reservation of the property for a Town Hall site will be removed and the Partnership shall be allowed to develop the property subject to compliance with all PD 1-2 zoning requirements and development regulations. 5.3. Required Improvements - Town of Westlake Specific Obligations a) In exchange for the Partnership constructing the Development, the Town agrees, as a component of the Program Resources, to consider the establishment of a Public Improvement District ("PID") in compliance with Chapter 372 of the Texas Local Government Code or other special taxing districts or financing mechanisms allowed by law and approved by the Town Council in order to fund public services and improvements approved by the Town within the Development. The schedule and phasing for consideration, and possible creation of the PID, or other special taxing districts or financing mechanisms allowed by law and approved by the Town Council, and determining specific terms of Town participation will be enumerated in an additional economic development agreement(s) submitted for the Council's consideration prior to the approval of a Site Plan. The PID or other special taxing districts or financing mechanisms, if approved by the Town, must be self-sufficient and shall not adversely impact the ordinary service delivery of the Town, except where the Town Council elects to participate in the project's costs. The creation of the PID or other special taxing districts or financing mechanisms which may be considered by the Town shall not create a financial obligation of any kind for the Town unless otherwise agreed by the Town Council Resolution 13-17 Page 6 of 17 (b) The Town will, upon request by the Partnership or its assigns, consider additional economic development incentives, including but not limited to, additional Chapter 380 Agreements on a case by case basis. (e) The Town will consider locating a Town Hall and/or other public buildings in the Development. The schedule and phasing for such public improvements and specific terms of Town participation will be enumerated in a Developer Agreement to be considered by the Town prior to, or after, the Partnership begins construction. (d) The Town will consider via a Development Agreement to eliminate or reduce of park land dedication fees at the time of site plan review. �)'ection 6. DEFAULT, TERMINATION AND FAILURE BY THE PARTNERSHIP TO MEET VARIOUS DEADLINES COMMITMENTS. I 6.1. Failure to Pay Town Taxes or Fees An event of default shall occur under this Agreement if any legally - imposed Town taxes or fees owed on, or generated by the Development become delinquent and the Partnership or the Affiliate does not either pay such taxes or follow the legal procedures for protest and/or contest of any such taxes. In this event, the Town shall notify the Partnership in writing and the Partnership 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 Partnership 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 any written citation is issued to the Partnership or an Affiliate due to the occurrence of a violation of a material provision of the Town Code in 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 occur under this Agreement if the Town is notified by a governmental agency or unit with appropriate jurisdiction that the Partnership or an Affiliate, or any successor in interest thereto or any third party with access to the Development pursuant to the express or implied permission of the Resolution 13-17 Page 7 of 17 Partnership or an Affiliate, or any a successor in interest thereto, 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 matters concerning the public health, safety or welfare). Upon the occurrence of such default, the Town shall notify the Partnership in writing and the Partnership shall have (i) thirty (30) calendar days to cure such default or (ii) if the Partnership 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 Partnership and shall have all other rights and remedies that may be available to under the law or in equity. 6.3. General Breach Unless stated elsewhere in this Agreement, the Partnership shall be in default under this Agreement if the Partnership 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 Partnership 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 the Partnership. ;4ction 7. NO INDEPENDENTCONTRACTOR RELATIONSHIP It is expressly understood and agreed that the Partnership shall not operate as an independent contractor or as an agent, representative or employee of the Town. The Partnership 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. The Partnership acknowledges that the doctrine of respondeat superior will not apply as between the Town and the Partnership, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The Partnership further agrees that nothing in this Agreement will be Resolution 13-17 Page 8 of 17 construed as the creation of a partnership or joint enterprise between the Town and the Partnership. Section 8. INDEMNIFICATION THE PARTNERSHIP, 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, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCL UDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE PARTNERSHIP' BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) THE PARTNERSHIP' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (Y) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE PARTNERSHIP, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES, CONTRACTORS OR SUBCONTRACTS), OR SUBCONTRACTORS DUE OR RELATED TO, FROM, OR ARISING FROM OPERATION AND CONDUCT OF ITS OPERATIONS AND OBLIGATIONS OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT. 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, by certified mail, postage prepaid, or by hand delivery: Town: The Partnership American: Town of Westlake t r1)Irµw ytC� . ) Attn: Town Manager .. C�c`) 3 Village Circle, #202 T -' E a Westlake, Texas 76262, M, —1C Resolution 13-17 Page 9 of 17 With Copies to (which shall not constitute notice): Boyle & Lowry, L.L.P. Attn: L. Stanton Lowry 4201 Wingren Dr., Suite 108 Irving, Texas 75062 Section 10. ASSIGNMENT AND SUCCESSORS The Partnership may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the Town so long as The Partnership, the Affiliate and the Town first execute an agreement approved by the Town Council of the Town under which the Affiliate agrees to assume and be bound by all covenants and obligations of The Partnership under this Agreement. Otherwise, The Partnership 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 said consent may be withheld at the Town's sole discretion, conditioned on (i) the prior approval of the assignee or successor and a finding by the Town Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the Town under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of The Partnership under this Agreement. Any attempted assignment without the Town Council's prior consent shall constitute a breach and be grounds for termination of this Agreement and following receipt of written notice from the Town to The Partnership. Any lawful assignee or successor in interest of The Partnership of all rights under this Agreement shall be deemed "The Partnership" for all purposes under this Agreement. 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. 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. Resolution 13-17 Page 10 of 17 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. 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. • t . r711 �11,111111 • The provisions and conditions of this Agreement are solely for the benefit of the Town and The Partnership, and any lawful assign or successor of The Partnership, and are not intended to create any rights, contractual or otherwise, to any other person 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 Sections 5.2.a 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 party was delayed. 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. Resolution 13-17 Page 11 of 17 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, contains the entire understanding and agreement between the Town and The Partnership, and any lawful assign and successor of The Partnership, 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. Resolution 13-17 Page 12 of 17 EXECUTED as of the last date indicated below: B _Z ---c y: Z'X 4 , 5 "- Thomas E. Bryi er V Town Manager '- Date: 1112zlool-5 APPROVED AS W L. StYnt6n Low Town Attorney RM AND ]LEGALITY: MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, it general partner By: 2M Ventures, LLC, its manager 112 Mehrdad Moayedi Manager Date: Resolution 13-17 Page 13 of 17 "A" — Town of Westlake Resolution No. 06-19 "B" — Entrada subdivision boundary description and concept plan map "C" - Town of Westlake Resolution No. 13-17 Resolution 13-17 Page 14 of 25 "A" — Town of Westlake Resolution No. 06-19 TOWN OF WESTLAKE M4',SOLUTION NO. 06-19 A RLSOLUTION OFTHE BOARD OFALDEIZMEN OF THE TOWN OF WESTLAKE, TEXAS, ADOPTING AN ECONOMIC DEVELOPMENT INCENTIVE POLICY. WHEREAS. the Town of WestlakcTexas, relics Upon the generation of Sales and Use Taxes for basic city operations; and W11EREAS, the 'fawn of'Westlake aggressively pursues sales tax producing enterprises that meet theTown's high developmems(andards; and WIIE1U,AS. Chapter '112 of the 1'exas'l,'ax Code requires that guidelines and criteria be adopted by the Board of Aldermen before entering into any Fcono mic Development Agreement that provides reinibmsement of tares; and I W11FREAS., Chapter 380 of the Texas Local Government Code ,,fllows the 11oard of Aldermen, to create policies f'or econornic deveiopinent and any related grants or incentives, NOW, TH ERFFOI~ E, BE IT RESOL'%T, D BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: : The above findings are hereby fotind to be trace and correct and are incorporated herein in its entirety. Sf,"CTION 1 The Board of' Aldcrinert of the Town of Westlake, Texas, adopts tile attached f� 'xhibit A, Towji of Westlake Economic Development Incentive Policy and directs the '],own NNI'anager to in stibmit an U.conornic Development Agreement to the Board of Aldermen consistent with the ternis of" this policy. PASSf,,'D AND APPROVU) ON'T"HIS 801 DAY OFNIAY, 2(06, AFIEST: C )T, an Dwinuell, Town Secretary F )R Z I�NvTfnornIn o9Nry. E�y Scott. Brad ey, Mayor (I Trent 0. T Petty, , om Manager Resolution 13-17 Page 15 of 25 Town of Westlake Economic Development Incentive Policy Section I. General Purpose and Objectives Ttic Town of Westlake, 1'exas., ("'to ' is committed to the promotion and retention of high quality development in all pails of the Town as part of an overall effort to improve the quality oflitc lor its residents. Since these ot1jectives can be served, in part, by the expansion of its corntnercial business. retail, and mixed use base, the '"['own will, on a co -se -by -case basis, give consideration to providing tax abatements, economic development grants, loans, and other incentives (collectively referred to as "Incentives") as may be allowed by law as stimulation for selected econornic development within the community. It is the policy of the Town that consideration will be provided in accordance with the criteria set forth in this docurnent. Nothing within this policy shall imply or suggest that the Town is under any obligation Lo provide Incentives to any applicant. All applicants ("Applicants") for any Incentives shall be considered on a case - by -case basis. Section 11. Applicability This Lct,)nwnic Developinent Incentive PcOicy ((he "Policy") establishes guidelines and critcria for Incentives as allowed For by the provisions of Chapter 312 of the 1'exas Tax Code, and other econornic grants, loans, or incentives as authorized by Chapter 380 of the 'Vexas Local Government Code, the Development (,",orporation Act, Article 5190.6, I"ex. Rev, Ov. Stat., Article 111, Section 52-a of the 'I'cxas Constitution, and other applicable laws, Any Incentive approved by theTown's Board of Aldermen ("Board of Aldentien I pursuant to the Policy must be memorialized in an agreement to be executed and approved by theTown and applicant (the "Incentive Ag Section M. Tax Abatement Criteria A. Any application for tax abalenient shall be reviewed and approved or disapproved by the Board of Aldermen and, if ,zpplicable. consider the recommendations of the, Westlake Devc1opinent Corporation and/or the Westlake 4A Corporation. In general, the application will be considered based upon the f0IIOWi11g: 1be `value added' to the community by the Applicant's proposed pro.ject; The likelihood of the development of the proposed protect without abatements: 'fhe comparison of the 'use of abatements versus the use of other potential incentives, Resolution 13-17 Page 16 of 25 B, Specific considerations liar approving tax abatement applications will be based upon the degree to w1ricti the proposed prqject- • FUrtlICT-S the goals and objectives of the Town as expressed in. the Town's C"ornpreheasive Plair., Planned Development District Ordinances, and infrastructure plans, • Impacts the] owns costs and ability to provide municipal services: • hirpacts the local environment, housing market, and available infrastructure', • Offers potential for long lean payback in tax other revenues for the Town's investment; • potentially stimulates other desirable economic development within theTown. C. Term of [lie Abatement A tax abaterrient may be granted for -a maximum of tell years. The term of the abatement may be granted for a lesser number of years depending upon the anticipated 'value added' to the Town, Section.l.k% Value of the Project The amount of the Incentive will Lie determined by the Board of Mdernien based upon the incrits of the economic development pr(jcct (the *'Prp ect"), including, but not limited j— to. the flactors rellerenced in paragraph III, B. (above) and the following srecilic economic considerations: • total capital investarctit; • added ernploynwntl- • generation ofollicr tax revenues, Incentives may, be granted only for the additional value of eligible property improvements described in the Project ject and listed in the executed tax abatement agreement, Target thresholds are established as expected qualifying levels lor abatement L, consideration as indicated in paragraphs A and B as follows: A, For New Businesses or —DeveIQL)mcnt - The Project must be reasonably expected to produce an added value of five million dollars ($5,000.000) in real and personal Property improvements within thcTown of Westlake; or to create a minimum of 200 full- titne.jobs, or to gencrate annual stales tax revenucs to the 'roNn or tit least si oomoo. B. For E ision or ?Oodcrnization of Exi - - "A -sLjj:W-Busiriesses or L)eveigyalgrij, - 'rhe project must be reasonably expected to produce an added value of two million dollars ($2.000,000) in real and personal property improvements within the Town, or to create a nrin,imurn of 100 full time ,jobs, or to generate additional annual sales tax revenues to the Town of at least S50.0C)O. Section V. tnspection, Verification and Incentive Modification The terms of an Incentive Agreement shall include the fown's right to: Resolution 13-17 Page 17 of 25 (a) rcquirc the subinission of an annual certification of' compliance for the property receiving in Incentive; (b) conduct an on -site inspection of the project in each year during the life of the Incentive to verify compliance with the tennis of the Agreement and the Policy,. and (c) reduce or eliminate the Incentive if tl,,lc applicant has failed to comply with the reqUirenients of the Incentive Agreenient, Section V1. Evaluation Upon completion of the Project, the TOWT) shall no less than annually evaluate each Pro ' icct receiving an abatement to insure compliance with the ternis of the agreement. Anv incidents of non-compliance will be reported to all affected taxing urrits. Section VIL Severability and Limitation In the event that any section, clause, sentence, paragraph or any part of this Policy shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, such invalidity shall not afl"eTt, impair, or invalidate the remainder of the guidelines and criteria in this Policy. Section V111. Expiration and Modification This POlicV is effective upon the date of its adoption and will remain in force for two years, at which time Incentive Agreements created pursuant to its provisions will be reviewed by the Board of Aldernren to determine whether the objectives of the policy are being achieved. Based upon that review, this Policy may be modified, renewed or eliminated. However, any Incentive Contracts created pursuant to this Policy will remain in effect according to their respective terms without regard to any change to this Policy unless mutually agreed by the parties, Section IX. Economic Development Grants, Loans, and Other Incentives A. Any application for economic development grants, loans., and other incentives shall he reviewed arid approved or disapproved by the Board of Aldermen. In the review process, the Board of` Aldermen will, if'applicable, consider the recommendations of the Westlake Developnient Corporation and"or the Westlake 4A C.orporation. Any such economic development grants, loans, and other incentives may, come from any one or combination of the following'. • Cirants or loans as authorized by Chapter 380 of theTexas Local Government Code; • The general `wales and Ise taxes of the Town; • Sales and Use taxes collected purAWn't to section 4A andlor 413 of Article 5190.6,'fex, 1�ev. Civ. Stat.. and/or Resolution 13-17 Page 18 of 25 Any other lawlu] source of" revenue of the Town including, but not limited to., bond or other debt financing which further the purpose of economic development. & To be eligible to apply and qualify for consideration of any grants, loans, and other incentives under this Section, the applicant must submit documentation, and enter into an Incentive Agreernent, which indicates the specific details of the ProJect and compliance with tile lVicy. Resolution 13-17 Page 19 of 25 "B" — Entrada Boundary Description Vicinity Map and Concept Plan - LEGAL DESCRIPTION EXHIBIT 1 Legal Description of PDl-2 District 85.90 Acres BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, the W. Medlin Survey, Abstract No. 1958, the William Pea Survey, Abstract No. 1246 and the Joseph Henry Survey, Abstract No. 742, Tarrant County, Texas and being a portion of Tract 2 as described in the Special Warranty Deed to MAGUIRE PARTNERS — SOLANA LAND, L.P. as recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found with "Huitt-Zollars" cap at the southwest corner of Lot 2, Block 1, Westlake/Southlake Park Addition No. 1, an addition to the Town of Westlake, Texas as recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas, being on the northeasterly right-of-way line of Kirkwood Boulevard, a variable width right-of-way as dedicated by said Westlake/Southlake Park Addition No. 1 and being the beginning of a non - tangent curve to the left having a central angle of 9 degrees 13 minutes 11 seconds, a radius of 1428.00 feet and being subtended by a chord which bears North 47 degrees 49 minutes 50 seconds West a distance of 229.54 feet; THENCE along the northeasterly right-of-way line of Kirkwood Boulevard, a variable with right- of-way, as described in Dedication Deed to the Town of Westlake as recorded under instrument No. D208427746, Deed Records of Tarrant County, Texas the following: Along said curve to the left an are distance of 229.79 feet to a '/2 inch rod found with Graham cap at the end of said curve; North 52 degrees 30 minutes 14 seconds west a distance of 32.60 feet to '/2 inch iron rod found with Graham cup beginning of a curve to the right having a central angle of 18 degrees 54 minutes 48 seconds, a radius of 612.00 feet and being subtended by a chord which bears North 43 degrees 02 minutes 03 seconds West a distance of 201.11 feet; Along said curve to the right an arc distance of 202.02 feet to a '/z inch iron rod found with Graham cap at the beginning of a compound curve to the right having a central angle of 24 degrees 06 minutes 47 seconds, a radius of 812.00 feet and being subtended by a chord which bears North 21 degrees 32 minutes 03 seconds West a distance of 339.22 feet; Along said curve to the right an arc distance of 341.73 feet to a 'h inch iron rod found with Graham cap at the end of a said curve; North 09 degrees 28 minutes 39 seconds West a distance of 132.24 feet to a'/ inch iron rod found with Graham cap at the beginning of a curve to the left having a central angle of 45 degrees 43 minutes 19 seconds, a radius of 708.00 feet and being subtended by a chord which bears North 32 degrees 20 minutes 19 seconds West a distance of 550.11 feet; Along said curve to the left an arc distance of 564.98 feet to a '/2 inch iron rod found with Graham cap at the end of said curve; Resolution 13-17 Page 20 of 25 North 55 degrees 11 minutes 58 seconds West a distance of 190.50 feet to a 1/2 inch iron rod found with Graham cap; North 08 degrees 56 minutes 27 seconds West a distance off 21.41 feet to a 1/2 inch iron rod found with Graham cap on the easterly right-of-way line of Precinct Line Road, a variable width right- of-way, as described in Dedication Deed to Town of Westlake as recorded under Instrument No. D208427746, Deed Records of Tarrant County, Texas and being the beginning of a non -tangent curve to the left having a central angle of 16 degrees 09 minutes 21 seconds, a radius of 1,432.50 feet and being subtended by a chord which bears North 27 degrees 07 minutes 42 seconds East a distance of 402.59 feet; THENCE along the easterly right-of-way line of Precinct Line Road, the following; Along said curve to the left an arc distance of 403.92 feet to a 1/2 inch iron rod found with Graham cap at the end of said curve; North 18 degrees 47 minutes 24 seconds East a distance of 185.36 feet to a 1/2 inch iron rod found with Graham cap; North 17 degrees 03 minutes 03 seconds East a distance of 322.64 feet to a 1/2 inch iron rod found on the southerly right-of-way line of State Highway 114 (a variable width ROW); THENCE along the southerly right-of-way line of State Highway 114, the following; North 60 degrees 06 minutes 26 seconds East a distance of 44.54 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 32 seconds East a distance of 254.55 feet to a point for corner from which a Texas Department of Transportation brass disk in concrete found bears North 10 degrees 48 minutes 28 seconds West a distance of 0.43 feet; South 77 degrees 26 minutes 06 seconds East a distance of 746.74 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 31 seconds East a distance of 1443.85 feet to a Texas Department of Transportation brass disk in concrete found; South 62 degrees 34 minutes 19 seconds East a distance of 404.34 feet to a Texas Department of Transportation brass disk in concrete found at the beginning of a curve to the right having a central angle of 08 degrees 19 minutes 09 seconds, a radius of 2,709.79 feet and being subtended by a chord which bears South 58 degrees 24 minutes 45 seconds East a distance of 393.11 feet; Along said curve to the right an are distance of 393.45 feet to a Texas Department of Transportation brass disk in concrete found; South 54 degrees 15 minutes 11 seconds East a distance of 399.24 feet to a Texas Department of Transportation brass disk in concrete found; South 64 degrees 19 minutes 50 seconds East a distance of 56.55 feet to a 5/8 inch iron rod found with "Huitt-Zollars" cap at the beginning of a non -tangent curve to the right having a central angle of 02 degrees 13 minutes 56 seconds, a radius of 2,754.79 feet and being subtended by a chord which bears South 43 degrees 17 minutes 37 seconds East a distance of 107.32 feet; Resolution 13-17 Page 21 of 25 Along said curve to the right n are distance of 107.33 feet to a '/z inch rod found with "Huitt- Zollars" cap for the northeast corner of Lot 1, Block 1, of the aforementioned Westlake/Southlake Park Addition No. 1; THENCE departing the southerly right-of-way line of State Highway 114, North 90 degrees 00 minutes 00 seconds west along the north line of said Lot 1, Block 1, a distance of 2,132.54 feet to a 518 inch iron rod with "Carter -Burgess" cap found for the northwest corner of said Lot 2, Block 1, Westlake/Southlake Park Addition No. 1; THENCE South 52 degrees 00 minutes 00 seconds West along the northwesterly line said Lot 2, Block 1, a distance of 1000.00 feet to a 5/8 inch iron rod with "Carter & Burgess" cap found at an angle point in the west line of Lot 2, Block 1; THENCE along the west line of said Lot 2, Block 1, South 00 degrees 00 minutes 00 seconds East a distance of 168.55 feet to the POINT OF BEGINNING and containing 85.90 acres of land, more or less. Resolution 13-17 Page 22 of 25 Sz JO Ez Ofud LT -El UOTIMOSON Sz jo tz a id Li-£i uo'Injosa-d in MARY LOUISE GARCIA COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 TOWN OF WESTLAKE 3 VILLAGE CIRCLE #202 ROANOKE, TX 76262 Submitter: TOWN OF WESTLAKE DONOTDESTROY WARNING - THiS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 5/24/2013 10:46 AM Instrument #: D213132119 OPR 27 PGS $116.00 D213132119 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. EXHIBIT "B" Develonment&gEeerpeqt A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, APPROVING ., 1 ► r. ,, DEVELOPMENT ...,► AGREEMENT MAGUIRE PARTNERS, L.P. RELATED TO THEIR DEVELOPMENT KNOWN AS ENTRADA WHEREAS, the Town of Westlake is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments and Deloitte University, residential developments such as Vaquero, Glenwyck Farms, Terra Bella, and Granada, and Entrada 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 Maguire Partners, L.P. (the Developer) desire to enter into a partnership to continue this planned growth through a development agreement which sets out responsibilities for the Developer as a part of their development known as Entrada (the zoning for which was approved in Ordinance 703 approved on April 22, 2013) regarding off -site costs, the need for which are created by the Entrada development, including Solana Boulevard improvements, traffic signals, contributions for Westlake Academy, as well as maintenance of public and private open spaces/amenities in and adjacent to said Entrada development, and WHEREAS, the Town has an economic development policy adopted by Resolution 06- 19 and the Town and the Developer have (per Resolution 13-17 approved on April 22, 2013) made commitments according to certain terms and conditions in an economic development agreement approved under this economic development policy; 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 RESOLVED BY 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 with the Developer attached hereto as Exhibit "A"; and further authorizes the Town Manager to execute said agreement on behalf of the Town of Westlake. Resolution 13-34 Pagel of 2 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. KellyJEdw s, Town Secretary LauraVheat, Mayor Ike Thomas E. 11 rein r, Town Manager Resolution 13-34 Page 2 of 2 10,14,211 C CENTURION AMERICAN, INC. DEVELOPMENT 1 SUBDIVISION IMPROVEMENT AGREEMENT Agreement between the Town of Westlake, Texas, (the "Town"), Maguire Partners - Solana L.P. (the "Developer"), as sole owner and Developer of the property generally located on the east side of FM 1938, north of Solana Blvd. and south of SH 114 shown on the Entrada Boundary Description and Map, Attachment "A", attached hereto and incorporated herein by reference. This agreement concerns the development of a mixed -use development approved on April 22, 2013 by Ordinance No. 703 and described in the Economic Development Agreement adopted by Resolution No. 13-17 on April 22, 2013 for Planning Area 1-2 ("PD 1-2"), more commonly known as the "Development" and provisions for the installation of certain public improvements to support the development, easements and community facilities (the "improvements") located therein; and for the assurance of completion and maintenance thereof. This Agreement shall solely relate to the development of PD 1-2 as has been determined by the submittal and approval of the Developer's zoning approved April 22, 2013 by Ordinance No. 703 and in the Economic Development Agreement approved by Resolution No. 13-17 approved on April 22, 2013. SECTION 1: DEFINITIONS In addition to the terms defined in the body of this Agreement, the following terms shall have the defmitions ascribed to them as follows: Agreement shall mean this Development Agreement between the Town of Westlake and Centurion American, Inc. Affiliate shall mean all entities, incorporated or otherwise, under common control with, controlled by or controlling the Developer. For purposes of this defmition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Developer shall mean the Partnership and/or its Affiliates or assigns. Development shall have the meaning ascribed to it in Section 2.A of this Agreement. Development Plan shall an approved Development Plan completed by the Developer in compliance with Section 102-268 of the Town of Westlake Code of Ordinances and approved by the Town of Westlake which shall govern the approval of all Site Plans as defined in this section that are submitted for construction in the Development. Resolution 13-34 Page 1 of 19 Economic Development Agreement shall mean that agreement and all its terms and conditions as approved by the Town Council on April 22, 2013 by Resolution 13-17 and approved by the Developer on April 22, 2013. Entrada shall mean the mixed -use village planned development depicted on the Entrada Boundary Description and Map, Attachment "A", and as described in Section LA, consisting of retail, commercial, hotel, and entertainment uses and 322 residential units consisting of single family detached homes, townhomes and condominiums and as further described in Ordinance No. 703 as well as the Economic Development Agreement approved by the adoption of Resolution 13-17. Partnership has the meaning ascribed to it in the preamble of this agreement. PD1-2 shall mean the planned zoning district located on the tract shown on Exhibit A to this agreement as zoned by Ordinance No. 703 adopted April 22, 2013 and subject to the terms and conditions of the Economic Development Agreement adopted by the Town in Resolution 13- 17 on April 22, 2013 and approved by the Developer that same date. Property Owners Association shall mean an organization established by the Developer for the Development, the membership will be comprised of and mandatory for all owners of real property in the Development and whose Bylaws and Regulations as well as the Declaration of Restrictions, Covenants and Conditions shall be approved by the Town prior to filing in the Deed of Trust records of Tarrant County, Texas. Public Improvement District or PID shall mean that special district as may be established for the Development as set out in Chapter 372 of the Texas Local Government Code and subject to the provisions of Article 5.3 of the Economic Development Agreement between the Town and the Developer as approved by both parties on April 22, 2013. Residential Unit shall be defined by Ordinance No. 703 adopted on April 22, 2013 and shall include condominiums, townhomes, and single family detached residential units as defined in Ordinance No. 703. All residential units are custom homes as defined in this section of this Agreement. Site Plan shall mean an approved Planned Development Site Plan comporting to an approved Development Plan completed by the Developer in compliance with Section 102-268 of the Town of Westlake Code of Ordinances and adopted by the Town of Westlake. Town means 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. Town Hall shall mean any building or buildings designated by the Town for governmental use associated with the administration and operations of the Town of Westlake. Resolution 13-34 Page 2 of 19 A. Construction of Entrada Development. The Developer covvenants to develop the Development property shown as Exhibit A to this Agreement as defined above in this agreement known as Entrada. Said Development known as Entrada will be a mixed -use development emulating a Spanish type village and consist of uses allowed in Ordinance No. 703 and the Economic Development Agreement approved by Resolution 13-17 including residential units, retail, office, hotel and entertainment uses. S. Completion Date of Development. The Developer covenants with the Town that all required public improvements (infrastructure and common area improvements) to be completed by the Developer hereunder, shall be completed no later than five (5) years following the date of issuance of a notice to proceed on Phase 1 as shown on the approved preliminary plat for Entrada. C. Completion of Agreement. This Agreement shall not be considered complete until: Record drawings for all streets and utilities including street lighting in the development, certified by the Developer Engineer, are filed with the Town Engineer and provided as follows: a. Three (3) sets of record drawings, b. One (1) set of mylars, c. Digital record drawings with GIS spatial data and coordinates compatible with the latest version of ArcView/ArcGIS d. Digital record drawings compatible with the latest version of AutoCAD 2. The Developer has fulfilled the requirements as specified in Section 4.13, Agreement to Escrow, of this agreement. 3. The Town has issued a letter of acceptance and it has been filed as described in Section 2.C, Covenant Running with Land, of this agreement. D. Covenant Running With the Land. The covenants contained herein shall run with the land comprising the development and bind all successors, heirs and assignees of the Developer until all the improvements are complete and the Town Engineer provides a letter of acceptance of said improvements. At that time only the maintenance and other continuing obligations continue to bind all successors, heirs and assignees. In addition, this Agreement and the letter of acceptance for the improvements shall be filed on record in the Deed Records of Tarrant County, Texas as evidence thereof. Resolution 13-34 Page 3 of 19 E. Security for Completion of Public Improvements. The Developer shall obtain a performance bond with the Town as co -obligee from the general contractor and subcontractors to ensure completion of the required public improvements to be completed by the Developer, as stipulated in this Agreement, and assign such performance bond to the Town or cause the Town to be a co -obligee. The performance bond shall be in the amount of 100 percent of the funds estimated by the Town Engineer to be necessary to pay for all public and private infrastructure (excluding gas, electric, and telecommunications) according to approved plans. The bond amount shall be reduced on a pro-rata basis as the improvements are accepted by the Town Engineer as evidenced by a letter of acceptance. The Developer will have forty-five (45) calendar days to provide the performance bond from the date of approval of construction plans. F. Temporary Improvements. If temporary improvements related to this development are required by existing ordinances, statute or federal law, the Developer shall enter into and file a separate improvements agreement and escrow, or provide an authorized letter of credit, in an appropriate amount to ensure the proper construction, maintenance and removal of the temporary improvements. The Developer shall build and pay for all costs of temporary improvements required by the Town and shall maintain those improvements for the period specified by the Town. In addition to the foregoing, the Developer shall pay for a geotechnical site assessment and environmental assessment for all temporary accesses to the development. Any temporary road or roads to be constructed by the Developer to provide temporary access must comply with Town standards. G. Developer Engineer. The Developer must employ a civil engineer, architect or landscape architect, as appropriate, licensed to practice in the State of Texas, for the design and preparation of the plans and specifications for the construction of all improvements to be constructed by the Developer covered by this Agreement. H. Contractor Approval. On all public improvements for which the Developer awards its own construction contract(s), the Developer must employ a construction contractor that meets the Town's regulatory standards and statutory requirements for being insured, licensed and bonded to do work in public streets and/or public projects and be qualified in all respects to bid on public streets and upon public projects of similar nature, as the case may be. I. Responsibility for Contractor/Subcontractor Fees. On all public improvements for which the Developer awards its own construction contract(s) or subcontracts, the Developer shall be responsible for all costs incurred in the procurement of such services, labor and materials. J. Upkeep of Property While in Development. The Developer will be responsible Resolution 13-34 Page 4 of 19 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) calendar 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) calendar days after notice, the Town may file a lien on the property so maintained. K. Dedication of Property. If required by the Town Engineer, any dedication to the Town of real property as shown on the approved preliminary plat or final plat, including right-of-way and easements, shall include a metes and bounds description for conveyance by either final plat or separate instrument. L. Property Owners Association. The Developer shall establish a Property Owners Association for the Development with by-laws and regulations consistent with this Agreement and the Town's pertinent Ordinances and Development Codes. The Developer shall submit the organization documents to the Town Attorney for verification of the inclusion of pertinent terms of this Agreement and approval by the Town prior to the recordation of same. The Developer must file in the Deed Records of Tarrant County, Texas, a Declaration of Restrictions, Covenants and Conditions. All Declaration of Restrictions, Covenants and Conditions for the Development shall be approved by the Town prior to their filing in the Deed Records of Tarrant County, Texas. Membership in the Property Owners Association shall be mandatory for all owners of real property in the Development. The Property Owners Association shall establish an Architectural Control Committee as set out in the Restrictions, Covenants, and Conditions for the Development. In addition, the Developer or the Property Owners Association shall be responsible for maintaining all private streets, private infrastructure, and private and public common areas, open spaces and facilities, and for enforcing the restrictions, covenants, and conditions. ;M .�, :i ,� 1 t b A. Engineering Standards. Developer covenants that all public works projects and improvements to be completed by the Developer shall be constructed in. accordance with the PDI-2 engineering standards approved by the Town prior to issuance of the Town's authorization of construction to proceed. B. Pre -construction Conference. A pre -construction meeting for the construction of the improvements to be completed by the Developer between the Developer and Town Engineer is required. The Developer or contractor(s) and subcontractors shall furnish to the Town a list of all subcontractors and suppliers that will be providing greater than a $10,000 value to the development. All contractors and subcontractors shall be registered with the Town and must comply with all applicable ordinances, rules and regulations. C. Conditions Prior to Construction. Prior to authorizing construction, the Town Engineer shall be satisfied that the following conditions have been met: 1. The approved preliminary plat and site plan reflect all Town conditions of approval. Resolution 13-34 Page 5 of 19 2. All required plans and contract documents, if any, shall have been completed and filed with the Town. 3. All necessary easements or dedications required for public facilities and improvements, as shown on the approved preliminary plat, shall be conveyed solely to the Town by final plat. 4. All contractors participating in the construction shall be presented with a set of approved plans bearing the Town Engineer stamp of release. These plans must remain on the job site at all times. S. A complete list of the contractors, their representatives on the site, and telephone numbers where a responsible party may be reached at all times must be submitted to the Town. 6. All applicable fees must be paid to the Town. 7. The Developer or contractor must furnish to the Town an insurance policy of general liability in the amount of $1,000,000 naming the Town as additional insured, prior to the commencement of any work within the development, or construction of the improvements by the Developer of contractor. D. Inspections. Construction of all improvements to be completed by the Developer shall be subject to periodic inspections by the Town Engineer or the Town Engineer's designee. The Developer shall be responsible for completing and/or correcting public improvements completed by the Developer not constructed in accordance with the Town approved construction plans. Any change in design required during construction shall be reviewed and approved by the Town Engineer. E. Commencement of Excavation. The Developer may commence excavation for upon the date of the Town Engineer issuing comments for his initial review of the Engineering Plans or not sooner than ten (10) days following submission of the Engineering Plans, which shall include submission of the Mass Grading Construction Plans. F. Initial Allotment of Building Permits. Building permits for this Development will be allotted and issued according to Section 3 and Exhibit 7 of Ordinance No. 703 for PD1-2. There will be no building permits for the Development issued until all public and private infi•astructure for Phase 1, as shown on the approved Development Plan and Preliminary Plat for the Development, has been completed and accepted by the Town, unless a separate agreement for issuance of building permits that amends this Agreement has been entered into and agreed to by the Town and the Developer. Resolution 13-34 Page 6 of 19 A. Open Space and Lighting ztinLg Plats 1. The Developer shall submit to the Town Manager, or his designee, a Landscape, Open Space and Lighting Plan that complies with all Town Ordinances, Codes, rules and regulations. Upon review by the Town Manager, or his designee, the Town Manager may approve or deny the submittal or refer the submittal to P&Z and or Council for review and approval. 2. The Developer shall construct, maintain and be responsible for any and all costs associated with, and necessary to provide open space improvements included in the Town approved Landscape, Open Space and Lighting Plan. Plans for the improvements must be submitted to the Town. Manager for approval before work is commenced. In addition to any other improvements to be constructed and maintained by the Town's ordinances, rules and regulations, the Developer covenants to construct the following improvements which shall be solely the Developer's cost: a. Twelve feet (12') and Eight feet (8') wide concrete hike and bike trails within and surrounding the entire Development as depicted on the approved Development Plan. B. Agreement to Escrow Within forty -Eve (45) calendar days of construction plan approval, the Developer shall escrow funds as stipulated to complete the design and construction necessary to support roadway and signalization improvements listed herein. 1. Thoroughfare and Signal Improvements a. Traffic Study The Developer represents that they have submitted an updated traffic study acceptable to the Town that includes estimated completion costs for various on and off -site traffic and transportation improvements described as follows: (i) Solana Boulevard completion (ii) Traffic signal at FM 1938/Davis Blvd and Solana Boulevard (iii) Traffic signal at the intersection of Solana Blvd and the unnamed road which will serve as the main entry into the Entrada development and which will be designed to line up with the main entry off Solana Blvd. to PD 1-3 "Granada" Resolution 13-34 Page 7 of 19 2. Solana Blvd. Within forty-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonably acceptable to the Town as the Town deems sufficient to design and construct eighty-eight percent (88%) of the cost estimated in the traffic study for Solana Blvd. improvements, Attachment "D", necessary to accommodate traffic volumes as described in the traffic study. Should escrowed amount, letter of credit, or performance bond that is provided by the Developer, as estimated in Attachment "E", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. Traffic Signal — FM 1938/Davis Blvd. and Solana Blvd. Within fortv-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonablv acceptable to the Town as the Town deems sufficient to design and construct eighty-eiizht percent (88%) of the cost estimated in Attachment "E" necessary to complete the imbrovements identified in the traffic study, Attachment "D", for traffic signals at the intersection of FM 1938/Davis Blvd. and Solana Blvd. Should escrowed amount, letter of credit, or performance bond that is provided by the Developer, as estimated in Attachment "B", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. 4. Traffic Signal — Solana Blvd and unnamed road into Entrada and Granada. Within fortv-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonablv acceptable to the Town as the Town deems sufficient to desi,2n and construct eighty-eight (88%) of the cost estimated in Attachment "E" necessary to complete the imbrovements identified in the traffic studv, Attachment "D", at the intersection of Solana Blvd. and the unnamed road which shall enter into PD 1-2 "Bntrada" and PD 1-3 "Granada". Should escrowed amount, letter of credit, or performance bond that is provided by the Developer, as estimated in Attachment "E", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. 5. Traffic Signal — Solana Blvd and SH 114 - Within fortv-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonably acceptable to the Town as the Town deems sufficient to desitin and construct eiizhty-eight percent (88%) of the cost estimated in Attachment "E" necessary to complete the improvements identified in the traffic studv for traffic signals, Attachment "D", at the intersection of Solana Blvd. and SH 114. Should escrowed amount, letter of credit, or Resolution 13-34 Page 8 of 19 performance bond that is provided by the Developer, as estimated in Attachment "E", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. 6. Sianalization Warrants The Town shall cause the si2nalization improvements to be constructed at such time as warranted according to TXDOT warrant standards and the approval of the Town Manager. D. Maintenance of Entrada Improvements The Developer, and/or Public Improvement District and/or Property Owners Association shall perpetually maintain improvements as shown on the approved Concept. Development, and/or Site Plans or the approved Preliminary Plat, whether on public or private property, as follows: a. all irritation, b. alllandscapina. c. all sidewalks and trails d. water features e. public art f. all private or publicly dedicated streets g. all private or publicly dedicated drainage infrastructure h. and all other improvements that occur within the development, with the exception of publicly dedicated water, sanitary sewer, and telecommunication ductbank infrastructure within the development as defined by: i. the east curb of FM 1938/Davis Blvd to the development; ii. the north curb of Solana Blvd., iii. the east development boundarv; iv. and the southern curb of SH 114. 2. All trails, as shown on the Development Plan, or Site Plan(s) or Preliminary Plat, whether built on public rights-of-wav or Developer's property, will be publicly accessible and maintained in perpetuity by the Developer, and/or Public Improvement District and/or Property Owners Association. E. Streetscape Improvements Streetscape improvements on FM 1938/Davis Blvd. and Solana Blvd. shall be submitted with the Landscape, Open Space and Lighting Plan and shall comply with the Streetscape Plan prepared by Schrickel Rollins (SRA) attached hereto as Attachment "B". a. Streetscape improvements shall be completed prior to approval of a Final Plat or satisfaction of requirements in Section 2.E. Resolution 13-34 Page 9 of 19 b. Construction plans for streetscape improvements shall be approved by the Town Manager or his designee prior to the beginning of construction. C. Streetscape improvements shall be completed by and perpetually maintained by the Developer. F. Lot Landscaping The Developer shall require that the homebuilders in the development be responsible for providing landscaping for each individual lot as required by the PD 1-2 zoning ordinance, the approved Development Plan, and/or any approved Site Plans for the Development. G. Amenities 1. All Development signage and associated landscaping shall comport to the approved Development Plan, and must be approved by the Town prior to construction. All subdivision signage will be owned and maintained by the Developer or the Property Owners Association. 2. Culverts, where required, shall consist of stone -faced construction and shall be approved by the Town as set forth in the Town of Westlake's Code of Ordinances. H. Westlake Academy Impact 1. As set forth in the Economic Developer's Agreement approved by Town Council Resolution 13-17, the Developer agrees to pay to the Town the sum of $10,000 for each residential unit depicted on the approved Development Plan and Site Plan(s) for Entrada, attached hereto as Attachment "C" which shall be used for the benefit of the Westlake Academy. a. the amount of payment will be calculate by multiplying the total number of lots depicted on each approved final plat by $10,000; b. the amount for each final plat being due and payable to the Town prior to the signing of the final plat with said date for signing of the final plat not occurring more than thirty (30) calendar days after the final plat is approved by the Town. C. Delayed and/or insufficient commitments of these payments will Resolution 13-34 Page 10 of 19 affect issuance of building permits under the terms of this Agreement, the Economic Development Agreement dated April 22, 2013 and Ordinance No. 703. I. Reimbursement of Legal and/or Consulting Fees The Developer shall reimburse the Town for actual costs of legal and/or consulting fees incurred by the Town related to the breoaration and review of this Agreement. and all other related documents deemed necessary by the Town related to the Development. 2. Such reimbursement of fees are due and payable by the Developer upon receipt of invoices from the Town. Parkland Dedication Fees As contemplated in the approved Economic Development Agreement for this Development, parkland dedication fees in their entirety for this Development are waived by the Town and considered to be met in full through the approved Development Plan which provides for a 10 acre Town lake, 12' perimeter trails throughout most of the development as well as trail connectivity to adjacent tracts and roadways as well as provision of public and private open spaces/plazas within the Development. K. Provision of Town Hall Site Developer agrees to comply with the terms of Section 5.2(h) contained in their Economic Development Agreement with the Town approved by the Town by Resolution 13-17 for reserving a Town Hall Site in the Development. L. Developer Warrants Use of Town of Westlake Water and Sanitary Sewer Services The Developer warrants and agrees that he has requested and will receive potable water and sanitary sewer service for the Development from the Town. A. The only publicly dedicated infrastructure for which the Town will have perpetual maintenance responsibility will be the potable water system, sanitary sewer system, and the telecommunication duct bank infrastructure. SECTIONDEFAULT,1 1 FAILURE DEVELOPER 1 MEET VARIOUSDEADLINES 1 COMMITMENTS. Resolution 13-34 Page 11 of 19 A. Failure to Pay Town Taxes or Fees An event of default shall occur under this Agreement if any legally -imposed Town taxes or fees owed on or generated by the Development become delinquent and the Developer or the Affiliate does not either pay such taxes 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. B. Violations of Town Code State or Federal Law An event of default shall occur under this Agreement if 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 in 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 occur under this Agreement if the Town is notified by a governmental agency or unit with appropriate jurisdiction that the Developer or an Affiliate, or any successor in interest thereto or any third party with access to the Development pursuant to the express or implied permission of the Developer or an Affiliate, or any a successor in interest thereto, 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 matters concerning the public health, safety or welfare). Upon the occurrence of such default, the Town shall notify the Developer in writing and the Developer shall have (i) thirty (30) calendar days to cure such default or (ii) if the 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. C. General Breach Resolution 13-34 Page 12 of 19 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 the Developer. It is expressly understood and agreed that the Developer shall not operate as an independent contractor or as an agent, representative or employee of the Town. The 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. The Developer acknowledges that the doctrine of respondeat superior will not apply as between the Town and the Developer, its 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 Developer or joint enterprise between the Town and the Developer. THE DEVELOPER, 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, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE DEVELOPER' BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) THE DEVELOPER' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (ii) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE DEVELOPER, ITS OFFICERS, AGENTS, Resolution 13-34 Page 13 of 19 awkw-WHAWSWAI Mr, vp w pi APPROVAL OF THE TOWN ENGINEER OR OTHER TOWN EMPLOYEE, 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 RESPONSIBILITY AND LIABILITY OF THE DEVELOPER, ITS ENGINEER, CONTRACTORS, EMPLOYEES, OFFICERS, OR AGENTS FOR THE ACCURACY AND 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, HIS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, IT BEING THE INTENT OF THE PARTIES THAT APPROVAL BY THE TOWN ENGINEER 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 THE TOWN, ITS OFFICIALS, OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM ANY LOSS, DAMAGE, LIABILITY OR EXPENSE ON ACCOUNT OF DAMAGE TO PROPERTY AND INJURIES, INCL UDING DEATH, TO ANY AND ALL PERSONS WHICH MA Y ARISE O UT OF ANY DEFECT, DEFICIENCY OR NEGLIGENCE OF THE ENGINEER DESIGNS AND SPECIFICATIONS INCORPORATED INTO ANY IMPROVEMENTS CONSTRUCTED IN ACCORDANCE THEREWITH, AND THE DEVELOPER SHALL DEFEND AT HIS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE TOWN, ITS OFFICIALS, OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR ANY OF THEM, ON ACCOUNT THEREOF, TO PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM, COLLECTIVELY OR Resolution 13-34 Page 14 of 19 INDIVIDUALLY, PERSONALLY OR IN THEIR OFFICIAL CAPACITY, IN CONNECTION HEREWITH. a 901 ►M _ 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, by certified mail, postage prepaid, or by hand delivery. �M*JIai §30911ITY.y [ - ► ►� ► _ ► '1' fit .'T.`Z�T.7► The Developer may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the Town so long as The Developer, the Affiliate and the Town first execute an agreement approved by the Town Council of the Town under which the Affiliate agrees to assume and be bound by all covenants and obligations of The Developer under this Agreement. Otherwise, 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 said consent may be withheld at the Town's sole discretion, conditioned on (i) the prior approval of the assignee or successor and a finding by the Town Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the Town under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of The Developer under this Agreement. Any attempted assignment without the Town Council's prior consent shall constitute a breach and be grounds for termination of this Agreement and following receipt of written notice from the Town to The Developer. Any lawful assignee or successor in interest of The Developer of all rights under this Agreement shall be deemed "The Developer" for all purposes under this Agreement. 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. Resolution 13-34 Page 15 of 19 � 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. 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. 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. 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. zrkffin��'�� 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 Sections 5.2.a 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 party was delayed. Resolution 13-34 Page 16 of 19 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 19 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. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. V This Agreement, including any attachments attached hereto and any documents incorporated herein by reference, contains 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. 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 13-34 Page 17 of 19 EXECUTED as of the last date indicated below: 0 011AIKKU MMAN 00 N WR kIN X By: Thomas 9. Brym_e`r` Town Manager MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, it general partner By: 2M Ventures, LLC, its manager Date: lZqIM5 Date: APPROVED AS TO FORM AND LEGALITY: In i own Attorney ATTACHMENTS Medrdad Moayedi "All — - Entrada Boundary Description and Map 66B" — Schrickel Rollins FM 1938 StreetScape Master Plan 61C" — Approved Entrada Development Plan and Preliminary Plat I'D" — Traffic Impact Analysis - Westlake Entrada &. Granada- Summary and Exhibits 10- 11 "E" — Engineer's Opinion of Probable Cost for Solana Blvd. Resolution 13-34 Page 18 of 18 ATTACHMENTS "A" — Entrada Boundary Description and Map "B" — Schrickel Rollins FM 1938 StreetScape Master Plan "C" — Approved Entrada Development Plan and Preliminary Plat "D" — Traffic Impact Analysis - Westlake Entrada &. Granada- Summary and Exhibits 10- 11 "E" — Engineer's Opinion of Probable Cost for Solana Blvd. Resolution 13-34 Page 19 of 19 Exhibit A LEGAL DESCRIPTION 85.921 Ac. BEING all that certain lot, tract or parcel of land situated in the C.M. Throop Survey, Abstract Number 1510, the W. Medlin Survey, Abstract Number 1958 and the Joseph Henry Survey, Abstract Number 742, Tarrant County, Texas, and being part of that certain tract of land described as Tract 2B in deed to Maguire Partners - Solana Land, L.P., recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 1/2" capped rebar found stamped "Huitt & Zolars" at the southeast corner of Lot 1, Block 1, Westlake/Southlake Park Addition No. 1, an addition to the Town of Westlake according to the plat thereof recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas, and being on the southerly right-of-way line of State Highway 114; THENCE S 89°27'05" W, 2132.54 feet, to a 5/8" capped rebar found stamped "Carter & Burgess" at the northwest corner of Lot 2, Block 1 of said Westlake/South Park Addition No. 1; THENCE S 51 °27'05" W, 1000.00 feet, to a 5/8" capped rebar found stamped "Carter & Burgess" at the westerly northwest corner of said Lot 2; THENCE S 00°32'55" E, 168.65 feet, to a 5/8" capped rebar found, being on the northeasterly line of Kirkwood Boulevard, as described in deed, recorded in document number D208427746 of the Deed Records of Tarrant County, Texas; THENCE with the North line of said Kirkwood Boulevard the following seven (7) courses and distances: With the arc of a curve to the left, having a radius of 1428.00 feet, a central angle of 9°12'55", an arc length of 229.68 feet, and whose chord bears N 48°26'34" W, 229.43 feet, to a 1/2" capped rebar found stamped "Graham"; N 53°03'02" W, 32.60 feet, to a 1/2" capped rebar found stamped "Graham'; With the arc of a curve to the right, having a radius of 612.00 feet, a central angle of 18°54'50", an arc length of 202.03 feet, and whose chord bears N 43°35'38" W, 201.11 feet, to a 1/2" capped rebar found stamped "Graham"; With the arc of a curve to the right, having a radius of 812.00 feet, a central angle of 24°06'48", an arc length of 341.74 feet, and whose chord bears N 22°04'51", 339.22 feet, to a 1/2" capped rebar found stamped "Graham"; N 10 24-01'27" W, 132.24 feet, to a 1/2" capped rebar found stamped "Graham"; With the arc of a curve to the left, having a radius of 708.00 feet, a central angle of 45'43'19", with an arc length of 564.98 feet, and whose chord bears N 32°53'07" W, 550.11 feet, to a 1/2" capped rebar found stamped "Graham"; N 55044'46" W, 190.40 feet, to a 1/2" capped rebar set stamped "G&A Consultants" at the south end of a corner clip at the intersection of said Kirkwood Boulevard and the easterly line of Precinct Line Road as described in deed, recorded in document number D 208427746 of the Deed Records of Tarrant County, Texas; THENCE N 09029'49" W, 21.47 feet, to a 1/2" capped rebar set stamped "G&A Consultants" at the north end of said corner clip; THENCE along the east line of said Precinct Line Road, the following three (3) courses and distances; With the are of a curve to the left, having a radius of 1432.50 feet, a central angle of 16°09'58", an arc length of 404.18 feet, and whose chord bears N 26°29'01" E, 402.84 feet, to a 1/2" capped rebar set stamped "G&A Consultants"; N 18024'02" E, 185.45 feet, to a 1/2" capped rebar found stamped "Graham"; N 16030'10" E, 322.56 feet, to a 1/2" rebar found at the south end of a corner clip at the intersection of said Precinct Line Road and State Highway 114; THENCE N 59033'30" E, 44.59 feet, to a 5/8" rebar found in concrete, at the north end of said State Highway 114; THENCE along the south line of said State Highway 114, the following eight (8) courses and distances; S 71 °36'30", 254.55 feet, to a Brass Texas Department of Transportation (TxDot) Monument found; Resolution 13-34 Pagel of 3 S 77°59'00" E, 746.74 feet, to a Brass TxDot Monument found; S 71°36'25" E, 1443.85 feet, to a Brass TxDot Monument found; S 63°07'25" E, 404.34 feet, to a Broken Brass TxDot Monument; With the arc of a curve to the right, having a radius of 2709.79 feet, a central angle of 8'19'09", an arc length of 393.46 feet, and whose chord bears S 58°57'40" E, 393.11 feet, to a Brass TxDot Monument found; S 54048'10" E, 399.24 feet, to a Broken Brass TxDot Monument; S 64052'25" E, 56.55 feet, to a 5/8" capped rebar found stamped "Huitt & Zolars' ; With the arc of a curve to the right, having a radius of 2754.79 feet, a central angle of 2°13'56", an are length of 107.33 feet, and whose chord bears S 43°46'50" E, 107.32 feet, to the POINT OF BEGINNING and containing approximately 85.921 acres of land. 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F VGVUIN3 aermra:va e:suuxaoauxwaxx+c•a ••.:am way+ SVX31'AIFI10_ LWNdbl � � . s:uxrua.i•x vw>wdfmsxn •v+rn vw 31Vi1S3M �O NAtOt 9� � I CG `4 6581 ON 1^VS1S6b A3ASfS NI'IC3W M � O: ti.Sl ON _ObU1S8v •A3nN(iS �ONN1 1V'a I M �T si i s"6— sNo1133s13381s }� .� vovaiNa � Ns.� s�W IT 4 em-x CO 3 o� rl ki � L c 5z 3 _ d — _ - lY H! 2 r o M 1 � i J m N W r r. r r r •• Prepared for: The Village Company 6750 Hillcrest Plaza Suite 325 Dallas, Texas 75230 Prepared by: Texas Registered Engineering Firm F-3199 Engineers • Planners 400 South Houston Street Suite 330 • Union Station Dallas, Texas 75202 Phone: 214-748-6740 Fax: 214-748-7037 June 6, 2013 DeShazo #12187 Exhibit D Page 1 of 22 Resolution 13-34 r %«raJull�u�� i/� �.Traffic. Transportation Planning. Parking. Design To: Michael Beaty The Village Company From: DeShazo Group, Inc. Date: June 6, 2013 Re: A Traffic Impact Analysis for Westlake Entrada & Granada, a Proposed Mixed -Use Development in Westlake, Texas (DeShazo #12187) The services of DeShazo Group, Inc. were retained by The Village Company to conduct a Traffic Impact Analysis and Access Assessment for Westlake Entrada, a proposed mixed -use development located at the intersection of SH 114 and Davis Blvd. (FM 1938) and Granada, an 84-unit single-family development located south of Solana Boulevard in Westlake, Texas (see Exhibit 1). The DeShazo Group is an engineering consulting firm providing licensed engineers skilled in the field of traffic & transportation engineering. This study will examine the potential traffic generated by the proposed development plan and will determine the general availability of access and roadway capacity available to serve it. This report will be provided to City of Westlake staff (Staff) and TOOT for review to fulfill the associated requirements of the local approval process. • , • • • - • ! - - • • - The proposed Granada development includes 84 single-family dwellings and could be complete as early as 2016. The proposed Entrada development consists of over 1,745,000 sf of office, retail, residential and related uses and is proposed to be fully developed by the end of 2020. Exhibit 2 offers a conceptual site plan for the proposed developments. Roadways and Accessibility The following existing roadways will provide primary (direct) access to the subject site and are included in the study area: • SH 114 Frontage Roads o Existing Configuration: 2/3-lane, undivided roadways with additional left- and right -turn lanes at major intersections. • Davis Blvd. (FM 1938) o Existing Configuration: a 6-lane, divided roadway south of SH 114 ® Solana Boulevard / Kirkwood Boulevard o Existing Configuration: a 6-lane, divided roadway east of Davis Blvd. (FM 1938) and west of SH 114 w/ a short section of 2-lane, undivided between o Master Thoroughfare Plan Designation: Major Arterial; 6-lane, divided roadway 400 South Houston Street, Suite 330 Dallas, Texas 75202 P214.748.6740 F. 214.748.7037 www.deshazogroup.com Exhibit D Page 2 of 22 Resolution 13-34 The following intersections will also be included in the impact analysis: • The SH 114 EBFR @ Davis Blvd. (FM 1938), • The SH 114 WBFR @ Davis Blvd. (FM 1938), • The SH 114 EBFR @ Solana Blvd. (FM 1938), • The SH 114 WBFR @ Kirkwood Blvd. (FM 1938), • Davis Blvd. (FM 1938) @ Solana Boulevard, • Davis Blvd. (FM 1938) @ one site driveway and • Solana Blvd at three site driveways. The TIA presented in this report will analyze the operational conditions for the peak hours and study area as defined above using standardized analytical methodologies where applicable. It will examine current traffic conditions, future background traffic conditions and future traffic conditions with the proposed project fully developed and operational. Once current traffic information was collected, future background volumes were developed by applying an annual growth rate to the existing count data. Then, the traffic generated by the proposed development was projected using the standard four -step approach: Trip Generation, Mode Split, Trip Distribution and Traffic Assignment. By adding the site -generated traffic to the future background traffic, the resulting traffic impact to operational conditions may be assessed from which mitigation measures may be recommended. Existing Traffic Volumes Existing peak hour traffic volumes were collected in the study area on December 11th, 2012. These volumes are shown in Exhibits 3 and 4. Detailed traffic counts can be found in the Appendix. Site -Related Traffic Volumes Trip Generation and Mode Split Trip generation for the Project was calculated using the Institute of Transportation Engineers (ITE) Trip Generation manual (8th Edition). ITE Trip Generation is a compilation of actual traffic generation data by land use as collected over several decades by creditable sources across the country and it is accepted as the standard methodology to determine trip generation volumes for various land uses where sufficient data exists. While it is normally assumed that the characteristics inherent to the ITE trip rates will adequately reflect the travel/made choices associated with a proposed development, a mixed -use development often displays special trip generation characteristics. Reductions for internally captured trips and diverted or pass -by traffic should be considered. For this study, reductions for 'internally captured or satisfied' trips have been taken. Values to account for trips that are "internally satisfied" (trips that do not utilize the surrounding area roadway network) were obtained using methodologies outlined in the ITE Trip Generation Handbook. Reductions were applied to the PM peak hour for the mixed-use/retail and residential land uses. The reductions account for pedestrian and/or vehicular trips that do not utilize the external roadways. Reductions were not applied for pass -by traffic or transit services in the area. A summary of the daily and PM Peak internal capture reductions for the proposed development is provided in Exhibit S. A summary of the site -related trips calculated for the proposed building program is provided in Table 1. The appropriate ITE Trip Generation Manual-8`' Edition excerpts are provided in the Appendix. Exhibit D Page 3 of 22 Resolution 13-34 Table 1 Westlake Granada & Entrada Trip Generation Land Use Quantity Daily Traffic Total AM Peak Hour In Out Total PM Peak Hour In Out 210 Single -Family Detached (Granada) 84 DU 886 69 17 52 90 57 33 210 Single -Family Detached 60 DU 650 52 13 39 66 42 24 230 Condominium/Townhouse 262 DU 1,487 112 19 93 132 88 44 254 Assisted Living 80 Beds 213 11 7 4 18 8 10 311 All -Suites Hotel 120 Rooms 749 58 39 19 32 13 19 710 General Office 262,200 SF 2,802 406 357 49 372 63 309 720 Medical/Dental Office 214,500 SF 8,556 493 389 104 552 149 403 730 Government Office Bldg 20,800 SF 1,434 122 102 20 25 8 17 814 Specialty Retail 192,250 SF Sub Totals* 8,262 24,153 - 1,254 926 - 328 483 1,679 213 584 270 1,095 Internally Captured Trips* 2,316 0 0 0 132 66 66 Totals* 21,837 1,254 926 328 1,546 518 1,029 * includes Entrada traffic only, Granada traffic will be included in background traffic due to its early completion Trip Distribution and Assignment Traffic generated by the proposed Entrada development at site buildout conditions was distributed and assigned to the study area roadway network using professional judgment to interpret the traffic orientation characteristics of existing traffic volumes in the study area and a technical understanding of the available roadway network. Exhibits 6 and 7 illustrate the approach and departure percentages assumed for Entrada site -generated traffic in this study. Traffic Volumes Determination of the traffic impact associated with the Entrada Project is measured by comparing the change in operational conditions before and after site -related traffic is added to the roadway system. This involves the development of traffic volumes that include both background and site -related traffic. The site - generated traffic was calculated by multiplying the trip generation values (from Table 1) by the corresponding traffic approach and departure orientations (Exhibits 6 and 7). The resulting peak -hour site - generated traffic volumes of the Project are summarized in Exhibits 8 and 9. Future Background Traffic Volumes The standard procedure for determining the future background or non -site -related traffic involves several steps. The first is to determine an average annual growth rate for the roadways in the study area. The second is to determine a buildout or horizon year for the analysis. Finally, the existing traffic volumes are factored using the assumed annual growth rate for the selected number of growth years. For this project, we have assumed a horizon/buildout year of 2020 and that an average annual growth rate of 3% will occur each year for the next 8 years. In addition, the estimated traffic for the Granada development, which will be completed well before the 2020 horizon year used for the Entrada analysis, was added to the existing roadway system. Applying the 3%/year growth factor to the existing traffic volumes and adding the Granada traffic yields the 2020 background volumes shown in Exhibits 10 and 11. Exhibit D Page 4 of 22 Resolution 13-34 Future Background Plus Site Traffic Volumes Adding the new site -related traffic from Exhibits 8 and 9 to the 2020 background traffic volumes shown in Exhibits 10 and 11 yields the total peak period traffic volumes at the Project buildout year shown Exhibits 12 and 13. Access Assessment The access assessment portion of this study will examine two major areas: 1) The spacing between the proposed access points and adjacent access points and 2) The need for acceleration / deceleration lanes based on the projected turning movements at the proposed access points. Access Point -to -Access Point Spacing The TxDOT Access Management Manual requires 305' between access points on a two-way facility with a posted speed limit of 40 mph as is the case on Davis Blvd. (FM 1938) in the area of the proposed development (see Appendix). The site plan (Exhibit 2) shows that Driveway 1 is located approximately 530' south of the SH 114 frontage road. Therefore, the access point spacing requirements are satisfied on all TxDOT facilities. The City of Westlake controls the access spacing on Solana Blvd and requires 250' between a major intersection and a limited -access (right -in -right -out) drive on a major arterial, 500' between a major intersection and a full -access (left -in -left -out) drive on a major arterial and 250' between adjacent driveways on a major arterial. Applying these criteria to the proposed site plan (Exhibit 2), we find that all of the driveways meet the minimum physical spacing requirements, but we recommend that the median opening shown at Driveway #2 on Solana Blvd be relocated to Driveway #3. This will maintain two full -access driveways on Solana Blvd and will meet the City's driveway type spacing requirements. Auxiliary Lane Assessment The portion of the access assessment will examine the need for auxiliary or turn lanes based on the projected turning movements at the proposed access points. Both TxDOT and the City of Westlake require that auxiliary turn lanes be provided when the turning movements exceed 50 vehicles per hour for left or right turns on a roadway with a speed of 40 mph or less (see Appendix). Applying the volume threshold standard to the proposed site traffic (Exhibits 10 and 11) shows that auxiliary right turn lanes are required at all site driveways and auxiliary left turn lanes are required at Driveways 3 and 4. Analysis Methodology Traffic operational conditions for unsignalized and signalized roadway intersections are quantitatively measured in terms of average delay per vehicle in a one -hour period through the intersection as a function of roadway capacity and operational characteristics of the traffic signal. The standardized methodology applied herein was developed by the Transportation Research Board as presented in the Highway Capacity Manual (HCM). HCM also qualitatively rates the overall delay conditions in terms of "Level -of -Service" (LOS) ranging from "A" (free -flowing conditions) to "F" (over -capacity conditions). Generally, LOS D or better is considered an acceptable condition for intersections in urban and suburban areas. Summary of Results The intersection capacity analyses presented in this study were performed using the Synchro 7 software package. Table 2 provides a summary of the intersection operational conditions during the peak periods under the analysis conditions presented previously. Detailed software output is provided in the Appendix. The findings are as follows: Existing (2012) Conditions The following assumptions were included as part of the existing conditions analysis: Exhibit D Page 5 of 22 Resolution 13-34 • The traffic volumes collected in December of 2012 are representative of average daily traffic levels, • The traffic signal at SH 114 and Davis Blvd. (FM 1938) is operational, • All other intersections are STOP -controlled and • The existing 2-lane portion of Solana Blvd between Davis Blvd. (FM 1938) and SH 114 will be completed to its full 6-lane cross-section as part of the development of the proposed project. As Table 2 indicates, the intersections of Solana at Davis Blvd. (FM 1938) and SH 114 at Davis Blvd. (FM 1938) operate at acceptable levels during the morning and afternoon peak periods with future background traffic. The unsignalized intersections of Solana and Kirkwood at SH 114, however, fail during the peak periods and display excessive delays. A traffic signal is need at the intersections of Solana and Kirkwood at SH 114 in order to provide acceptable levels of service to all movements during peak periods. A full traffic signal warrant study should be completed for this location. Future (2020) Background Conditions The following assumptions were included as part of the future background conditions analysis: • The proposed project will be fully developed by the end of the year 2020 • The traffic volumes collected in December of 2012 have been increased by 3% per year for eight years to reflect the normal growth in the study area and represent average daily traffic levels for the year202O • The traffic signal at SH 114 and Davis Blvd. (FM 1938) is operational • The intersections of Solana and Kirkwood at SH 114 are STOP -controlled • The existing 2-lane portion of Solana Blvd between Davis Blvd. (FM 1938) and SH 114 will be completed to its full 6-lane cross-section as part of the development of the proposed project • All of the 84-unit Granada residential development south of Solana will be in place and this traffic is included in the background volumes. As Table 2 indicates, the intersections of Solana at Davis Blvd. (FM 1938) and SH 114 at Davis Blvd. (FM 1938) operate at acceptable levels during the morning and afternoon peak periods with future background traffic. The unsignalized intersections of Solana and Kirkwood at SH 114, however, fail during the peak periods and display excessive delays. A traffic signal is need at the intersections of Solana and Kirkwood at SH 114 in order to provide acceptable levels of service to all movements during peak periods. A full traffic signal warrant study should be completed for this location. Future (2020) Background Plus Site Conditions The following assumptions were included as part of the future background plus site conditions analysis: • The proposed project will be fully developed by the end of the year 2020 • The traffic volumes collected in December of 2012 have been increased by 3% per year for eight years to reflect the normal growth in the study area and represent average daily traffic levels for the year 2020 • The traffic signal at SH 114 and Davis Blvd. (FM 1938) is operational • The intersections of Solana and Kirkwood at SH 114 are signalized • The existing 2-lane portion of Solana Blvd between Davis Blvd. (FM 1938) and SH 114 will be completed to its full 6-lane cross-section as part of the development of the proposed project. • All of the 84-unit Granada residential development south of Solana will be in place As Table 2 indicates, traffic signals will be needed at the intersections of Solana @ SH 114, Kirkwood @ SH 114, Solana @ Davis and Solana @ Driveway 4/Granada Trail in order to provide acceptable levels of service to all movements during peak periods. Full traffic signal warrant studies should be completed for these locations. Exhibit D Page 6 of 22 Resolution 13-34 Table 2 Intersection Levels of Service Results 2020 2012/2013 Background Background + Site Intersection AM PM AM PM AM PM SH 114 WBFR at Davis B (13.6) B (13.0) B (10.3) C (23.8) B (12.4) C (34.9) Boulevard SH 114 EBFR at Davis B (13.2) B (13.4) B (12.8) C (26.7) B (14.8) D (43.9) Boulevard EBL A (8.3) C (18.6) A (8.7) D (26.2) A (9.5) F (54.8) EBTR A (7.4) A (9.2) A (7.9) A (9.7) A (8.9) B (12.8) WBL A (9.0) B (12.0) A (9.9) B (14,2) B (12.0) D (25.7) Davis Boulevard WBTR A (7.8) B (10.2) A (8.2) B (11.2) A (9.2) F (55.0) @ Solana NBL A (76) A (9.5) A (7.8) A (9.8) A (8.5) B (11.7) Boulevard NBTR A (8.3) C (17.1) B (10.1) D (26.3) B (11.5) F (670) SBL A (8.0) A (9.6) A (8.3) B (10.2) C (15.8) C (22,4) SBTR B (10.1) B (12.5) B (11.9) B (15.0) B (13.3) C (20.4) w/signal A (8.5) C (28.4) N BT A (9.7) B (11.2) B (10.1) B (11.6) C (15.3) B (13.5) N B R A (8.4) B (10.4) A (6.5) B (11.7) A (6.5) C (174) SH 114 EBFR @ SBL B (11.1) E (39.9) B (14.5) E (46.6) C (16.1) F (138.4) Solana SBT C (18.6) A (9.4) E (36.7) B (11.1) F (178.2) B (14.2) Boulevard EBL B (12.4) B (10.1) C (21.1) B (11.6) C (15.3) B (12.0) EBTR A (9.9) A (10.0) B (14.8) A (9.6) F (72.8) B (10.5) w/signal 8 (14.0) C (22.9) 8 (13.2) 8 (20.0) 8 (15.1) C (28.6) NBL B (15.0) D (34.0) B (14.5) F (51.2) C (16.1) F (119.4) NBT B (13.3) A (9.6) C (15.8) A (9.9) C (19.3) B (10.1) SH 114 WBFR SBT B (12.2) D (28.5) B (12.6) F (52.4) B (13.7) F (71.1) @ Kirkwood SBR A (8.8) A (70) A (6.2) A (70) A (6.2) A (72) Boulevard WBL C (17.8) C (15.3) E (47.3) D (29.7) F (281.7) C (22.0) WBTR F (59.0) F (66.0) F (95.1) E (39.4) F (455.6) F (138.8) w/signal 8 (16.4) C (28.3) 8 (16.8) C (29.0) C (23.3) D (39.4) Davis Boulevard WBR A (9.8) E (37.7) @ Driveway 1 Solana Boulevard @ SBR A (9.4) B (10.9) Driveway 2 Solana EBL A (9.5) B (10.3) Boulevard @ SBL C (18.7) C (19.1) Driveway 3 SBR A 9.9 ( ) B (11.1) EBL B (10, 8) A (9.8) WBL A (8.0) A (7.7) A (8.0) A (7.8) Solana NBL B (11.3) B (11.3) C (22.9) D (30.2) Boulevard @ Driveway 4/ NBTR A 9.1 ( ) A (8.7) A (9.1) A ($.8) Granada Trail SBL D (33.1) F (140.0) SBTR B (11.1) B (11.8) w/signal 8 (15.0) 8 (16.4) Exhibit D Page 7 of 22 Resolution 13-34 Conclusions and Recommendations This report has examined the access and traffic impact of Westlake Entrada (a proposed mixed -use development in Westlake, Texas) on the adjacent roadway system. The findings indicate the following (please refer to Exhibit 14): 1) The median opening and associated eastbound left turn lane shown at Site Driveway #2 should be relocated to Site Driveway #3, 2) Auxiliary lanes are required at Driveways #1, 2, 3 and 4, 3) the intersection of Davis Blvd. (FM 1983) and Solana Blvd should be studied for possible signalization as part of the proposed Entrada development, 4) the intersection of SH 114 and Solana Blvd/Kirkwood Blvd should be studied for possible signalization now, 5) Solana Blvd should be widened to its full 6-lane, divided cross-section upon commencement of development and 6) The intersection of Solana Blvd and Site Driveway #4/Granada Trail should be studied for possible signalization and the signal should be constructed as part of the project development. NOTE: Recommendations for public improvements within the study area presented in this report reflect the opinion of DeShazo based solely upon technical analysis and professional judgment and are not intended to define, imply, or allocate funding sources nor required improvements. Applicable legal precedent indicates that the Owner of a Project should only be required to proportionately fund necessary infrastructure improvements that are directly attributable to implementation of the Project. Such requirements will depend upon the individual circumstances of each project that may be viewed differently by each particular agency/municipality. END OF MEMO Exhibit D Page 8 of 22 Resolution 13-34 EXHIBIT 1 DeShazo Group EXHIBIT' Exhibit D Page 9 of 22 Resolution 13-34 . . . ...... . > > ftwp 7 00 "1 > Exhibit D Resolution 13-34 SN 1?5 e 09Ja W=1 Exhibit D Page 11 of 22 Resolution 13-34 65 cab Exhibit D Page 1 Resolution 13-34 80 Exitto External PM Peak Hour Mufti -Use Trip Generation Reductions Exit to External 30 190 Enter from External Land U. A: Retail Size: 1l4,1.,Z% SF Total Internal External r ',M23 190 [!% "2'Pk) 40 230 l 483 63 420 100% 13% 87% /[;D;emd Demand Balancced Demand 12h 32 Demand 32 Balanc:\=andd ed Demand Site: 497,`Xf SF Demand Balanced %Demand -al Internal External 0vs 0 0 0 0 9't 122 9 15 934 2% LS 2sa 3 )% 2% 98% Demand Balanced %Demand Land UseC Residential Size: 44,,f DU Total Internal I External Enter TO 35 108 Exit 44 19 67 Total 230 54 176 lOD% 24% 76% Net External Trips for Multi -Use Development Retail Orfice Residential Total Enter 190 212 108 510 E.ill 230 722 67 11019 Total 420 934 176 1,530 Sin le -Use Trip Gen. Est, 483 949 230 1,662 "Obtained from the 2DD4 ?rip Genaroore Horldbonk (2'"' Edition): A, ITE Proposed eecommendetl Practice. Daily Multi -Use Trip Generation Reductions Internal Capture: 8% Land Use A: Retail Exitto [xternal Size 'P12„4."xF,M SF Total InternEnter s4,;1217. 53,Exit 4„k":ii; 578ND- 8,262 1,115l % 100% 13%4';4 ]65 g27fi72Demand Dend165 7=F1 124Total 372Balanced alancedr95Y.'M ] 40]3N?~'iDemaDemand Demand Land Use ©: CYifice Land Use C: Residential 80 Beds 213 11 7-2] R 18 8[-21-RC[-11 Exit to external Size' dVO,1'00 SF Demand Balanced 96 Demand Size: 44,2 DU Enter, from Exeernat 6,188=�3 al Internal External bN„ o �o a5r,. o Total Internal External 946 66 12'4 6, 272 Enter 6°44TS 497 946 3 2086,188Exit y„443 372 1,071 6, 272 92 332 — 12,460 zx tza 43 3% 43 Total 2,886 8692,017_o Enter trom External3% 97% Demand Balanced iDemand % 100% 30% 70% Exitm External Net External Trios for Multi -Use Development Retail Otfice Residential Total Enter 3,594 6,272 946 10,812 Exit 3,553 6,188 1,071 10,812 Total 7,147 12,460 2,1117 21,624 Single U,rTri. Gen, Est,j 8,262 12,792 2,886 23,940 'Ob[a'.ned from the 20p4(ic GenerationH b.k(2"° EditionlArlrEPx,p 1Recommended Practice. Internal Capture: SO% DeShazo Group EXHIBIT 5 Daily and PM Peak Internally Captured Trip Calculations Exhibit D Page 13 of 22 Resolution 13-34 SI Exhibit D Resolution 13-34 Page 14 of 22 I Exhibit D Resolution 13-34 S•'_ M v 31 a Exhibit D Page 16 of 22 Resolution 13-34 ams a Exhibit D Resolution 13-34 Exhibit D Resolution 13-34 I Exhibit D I Resolution 13-34 Exhibit Page 2Oof22 Resolution 13-34 Exhibit Resolution 13-34 Wil G&A CONSULTANTS, INC. 682-831-9712 FIRM NO. 1798 ENGINEER'S OPINION OF PROSABLE COST 3 Lanes with Turn Lanes and Signage Project No. 12123 Date: May 15, 2013 SHEET 1 OF 1 TEM NO. ITEM DESCRIPTION UNIT PLAN CITY UNIT PRICE TOTAL COST Exul M,Street Excavation M Material For Stabilization M.8" Concrete Pavement Remove Existing stripes TYP II-C-R Pavement Markers M�Erosion Control 0#6 It ;'Traffic Control �Recessecl Curb Inlets Junction Box $41f it mom M11 WTrench Safety _Landscape TOTAL PROJECT COST, Exhibit s MARY LOUISE GARCIA COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 TOWN OF WESTLAKE 3 VILLAGE CIRCLE #202 TOWN OF WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE 'rY By: DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 11/22/2013 12:50 PM D213300742 Instrument #: D213300742 RESOL 21 PGS $92.00 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. APPROVINGA RESOLUTION OF THE TOWN OF WESTLAKE, TEXAS CONSENTING TO AND OF ! AND OBLIGATIONS OF THE ECONOMIC DEVELOPMENT PROGRAM AGREEMENT DATED APRIL 22, 2013 AND A DEVELOPMENT AND SUBDIVISION IMPROVEMENT AGREEMENT DATED OCTOBER 28, 2013 FROM MAGUIRE PARTNERS — SOLANA LAND, L.P. TO MARQUIS WESTLAKE DEVELOPMENT, INC., AND AUTHORIZING THE MAYOR TO APPROVE THE ASSIGNMENT ON BEHALF OF THE TOWN. I: X4TffW.1M- WHEREAS, the Town of Westlake, Texas (the "Town") and Maguire Partners — Solana Land, L.P., a Texas limited partnership ("Assignor") entered into an Economic Development Program Agreement dated April 22, 2013 and a Development and Subdivision Improvement Agreement dated October 28, 2013 (collectively the "Development Agreements") attached hereto as Exhibit A and ; and WHEREAS, the Development Agreements contain rights, covenants and obligations which are assignable upon the consent and approval of the assignment by the Town and the Assignor; and WHEREAS, the Assignor desires to assign, transfer, set over, convey and deliver to Marquis Westlake Development, Inc. (the "Assignee") all of its rights, covenants, and obligations under the Development Agreements; and WHEREAS, Assignee desires to accept the rights, covenants and obligations of Assignor under the Development Agreements and fulfill the requirements set forth under the Development Agreements; and WHEREAS, Town Council of the Town (the "Town Council") finds that the Assignee is financially capable of meeting the terms and conditions of the Development Agreements. 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 TH TOWN OF ! i SECTION 1e THAT the recitals set forth above in this Resolution are true and correct and are hereby adopted as findings of the Town Council and are incorporated into the body of this Resolution as if fully set forth herein. Resolution 14-22 Page 1 of 2 SECTION 2: THAT the Town Council of the Town (the "Town Council") does hereby fmd that the Assignee is financially capable of meeting the terms and conditions of the Assignor in the Development Agreements in satisfaction of the requirements of the Development Agreements. SECTION 3: THAT the Town Council does hereby acknowledge, accept, and approve the assignment of the rights, covenants, and obligations of the Assignor to the Assignee, and shall continue its performance of the Development Agreements with Assignee as though Assignee was the original party to the Development Agreements in accordance with the Assignment document attached as Exhibit C. SECTION 4: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 5: THAT this Resolution shall become effective from and after its date of passage in accordance with law. SECTION 6: THAT any signatory hereto may execute and deliver this document by telephone facsimile transmission or emaiU.pdf, and the same shall constitute an original for all purposes. ATTEST: ti B � Kelly Edema s, Town Secretary '3 IIIA._: F L. Sta on Lowry, T n Attorney Laura L. Wheat, Mayor V ek Thomas E. Bryme� own Manager V Resolution 14-22 Page 2 of 2 ASSIGNMENT This ASSIGNliIENT ("Assignment") is executed as of( . . �, 2014, by and between Maguire Partners -Solana Land, L.P. a Texas limited party§ ship 0Assignor"), Marquis Westlake Development, Inc. a Texas corporation, ("Assignee"), and consented to by the Town of Westlake, Texas (the "Town"). A. Assignor is a party to the Economic Development Program Agreement (the "Economic Development Agreement") dated April 22, 2013, and attached as Exhibit A, and the Development and Subdivision Improvement Agreement (the "Development Agreement") dated October 28, 2013, and attached as Exhibit B, (collectively, the "Development Agreements") both by and between Assignor and the Town. B. The Town is a Type -A general law municipality organized under the laws of the State of Texas. B. The Development Agreements have been entered into in connection with the development of approximately 85.9 acres within the Town; C. Assignor has certain rights, covenants and obligations under the Development Agreements. D. Assignor desires to assign, transfer, set over, convey and deliver to Assignee all of its rights, covenants and obligations under the Development Agreements. E. Assignee desires to accept all of the rights, covenants and obligations of Assignor under the Development Agreements and fulfill the requirements set forth under the Development Agreements. F. Town Council of the Town finds that the Assignee is financially capable of meeting the terms and conditions of the Development Agreements. G. With the assignment of its rights, covenants and obligations of the Development Agreements, Assignor shall forward and notify Assignee of any and all information that Assignor becomes aware of that has not already been provided to Assignee which would affect Assignee's covenants and obligations under the Development Agreements. NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed: 1. Assignment — Rights Covenants and Obligations. Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns all of its rights, covenants and obligations under the Development Agreements. 2. Assignor — Duty to Notify. In consideration for Assignee's acceptance of the rights, covenants and obligations set forth in the Development Agreements, Assignor shall notify -1- and forward any information that Assignor receives concerning the Developments Agreement which have not already been provided to Assignee and may have an effect on Assignee's rights, covenants and obligations under the Development Agreements. 3. Assignee Acknowledgement. Assignee hereby assumes and acknowledges all of the rules, regulations, and requirements as specified in the Development Agreements, accepts and assumes the rights, covenants and obligations of the Development Agreements, and assumes all of Assignor's covenants and obligations as if Assignee had been an original party to the Development Agreements; provided, however, that Assignee's assumption extends only to the obligations, covenants, rules, regulations and requirements first accruing from and after (but not prior to) the date hereof. 4. Town Consent and Approval. The Town Council of the Town approves and consents to this Assignment pursuant to the votes at its June 16, 2014 and July 21, 2014, meetings and as witnessed by the Mayor's signature hereinbelow. that: Representations and Covenants. Assignor hereby represents, warrants and agrees (a) Assignor has the right, power and capacity to make this Assignment. (b) Assignor represents and warrants that there are no existing defaults under the Development Agreements and Assignor has not performed any act or executed any instrument which might prevent Assignee from operating under any of the terms and provisions hereof or which would limit Assignee in such operation. 6. Notices. All notices required or permitted to be given hereunder shall be deemed to have been duly given if given in accordance with the applicable provisions of the Development Agreements. 7. Binding Effect. This Assignment applies to and binds the parties hereto and their respective heirs, legal representatives, successors and assigns. Any provisions in any other agreement creating rights in Assignee other than those created herein shall be deemed incorporated herein by reference and made a part hereof for all purposes. 8. Approval of Town. Assignor and Assignee acknowledge and agree that this Assignment has been approved by action and consent of the Town Council of the Town. 9. Governing Law. This Agreement shall be governed by Texas law. 10. Signatures. Any signatory hereto may execute and deliver this document by telephone facsimile transmission or email/.pdf, and the same shall constitute an original for all purposes. -2- IN WITNESS WHEREOF, Assignor has caused this instrument to be executed as of the dates written below. MAGUIRE PARTNERS:SOLANA LAND, By: MMM Ventures, LLC, its general partner By: 2M Ventures, LLC, its manager By: Mehrdad Moayedi, Manager Date: l OF TEXAS COUNTY r This instrument was acknowledged before me on the V day of _ , 2014, by Mehrdad Moayedi in his capacity as manager of 2M ventures, the managdrJof MiMM ventures, the general partner of Maguire Partners -Solana Land, L.P. a Texas limited partnership, known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Maguire Partners/Sol n Land, L.P. Notary Public,lState of Texas My Commission Expires: LAURA L WAYLAND j rY Commission Expires Jury 14, 2016 -3- MARQUIS WESTLAKE DEVELOPMENT, INC., a Texas corporation By: 10�1- --De*g4 46,16AA'Cif Date. THE STATE OF TEXAS § § COUNTY OF § This instrument was acknowledged before me on this .9-16day of tC�--;-2014 by ,44o#g4as-M-44iek,& nd_,.� of Marquis Westlake Development, Inc., a Texas c o0oration, on 1 behalf of the corporation. 4. X�- VeC JENNIFER L SATTERFIELD my commission Expires May 7, 2018 My Commission Expires: The Town hereby consents to this Assignment pursuant to Resolution No. 14�2-2- .By: Mayor Date: APPROVED AS TO FORM AND LEGALITY: r By: (4, Lowry 61 Town mey M�� RESOLUTION BY TH1 1 - OF THE TOWNOF WESTLAKE, APPROVING AN E1 1 DEVELOPMENT AGREEMENT MAGUIRE 1 1, 1 10ENTURION'S FPEVELOPMENT KNOWNi•. WHEREAS, the Town of Westlake is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments and Deloitte University, residential developments such as Vaquero, Glenwyck Farms, Granada and Terra Bella, which are consistent with the Town's Comprehensive Plan as amended, as well as enrollment growth at Westlake Academy and growth in the area in general, all of which. contribute to demand for improvements to Westlake's infrastructure and public buildings, and WHEREAS, the Town of Westlake (Town) and Centurion, Inc. (Centurion) desire to entire enter into a partnership to continue this planed growth through economic development projects implemented by means of Centurion facilitating the investment of an estimated $500 million in a mixed use development known as Westlake Entrada in the Town, with significant privately maintained and publicly accessible amenities, and the Town facilitating this development with certain public investment in FM 1938 streetscape improvements per its economic development policies, and WHEREAS, the Town has an economic development policy adopted by Resolution 06- 19 and that this proposed economic development agreement with the Centurion meets those policy guidelines, and meets the requirements of State law for municipalities to grant 380 economic development grants to businesses developing in their boundaries; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE,RESOLVED BY THE TOWN1' 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 Economic Development Grant Agreement with Centurion attached hereto as Exhibit "A', and further authorizes the Town. Manager to execute said agreement on behalf of the Town of Westlake. Resolution 13-17 Page 1 of 2 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. ATTEST: Kelly'EdwarQ Town Secretary APPROVED AS TO FORM: Starowry, V Town Attorney 11 ill illirilgi Lh-drh Wheat, Mayor Thomas E. Bryner, 17own Manager Resolution 13-17 Page 2 of 2 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 MAGUIRE PARTNERS-SOLANA LAND, L.P., a Texas limited partnership and its assigns, (the "Partnership"), for the purposes and considerations stated below. Section 1. RECITALS The Town and the Partnership hereby agree that the following statements are true and correct and constitute the basis upon which the Town and The Partnership have entered into this Agreement: A. The Town hereby concludes 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. 06-19, adopted by the Town Council on May 8, 2006, attached hereto as Exhibit "A" 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"). B. The Partnership is the owner of an approximately 85.9 acre tract in Planned Development PD 1-2 (the "Development"), generally located on the east side of FM 1938, north of Solana Blvd. and south of SH 114. shown on Exhibit `B" attached hereto and referred to herein as "Entrada" C. The Town Council fords and determines that the Development proposed by the Partnership 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 and additional revenue to Westlake Academy. Resolution 13-17 Page 1 of 17 D. The Town and Partnership agree that this Agreement shall be binding upon the Partnership, its successors and assigns. The Town and Partnership further agree that a "Memorandum of this Agreement" in a form mutually agreeable to the Town and Partnership will be duly recorded in the Real Property Records of Tarrant County, Texas, and shall operate as a covenant running with the land and place third -parties on notice of this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Affiliate shall mean all entities, incorporated or otherwise, under common control with, controlled by or controlling the Partnership. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Condominium shall mean one of a group of housing units where each homeowner owns their individual unit space, and all the dwellings share ownership of areas of common use. Developer shall mean the Partnership and/or its Affiliates. Development shall have the meaning ascribed to it in Section 1. B. Development Agreement shall be a future separate agreement(s) as required by the Town as set out in various portions of this Economic Development Agreement, between the Town and The Partnership, enumerating various infrastructure, traffic signal, and other costs to be borne by The Partnership, or establishing terms for the Town's consideration of placement of any of its public buildings in the Development, or establishing terms and conditions for waiver and/or reduction of parkland dedication fees. Effective Date shall have meaning ascribed to it in Section 3 of this Agreement. Entrada means the mixed use village planned development zoning district depicted in Exhibit B, and described in Section 1.13, consisting of retail, commercial, hotel and entertainment uses and 322 residential units consisting of single family detached homes, townhomes and condominiums with a combined estimated value of $500,000,000. Partnership has the meaning ascribed to it in the preamble of this Agreement. Resolution 13-17 Page 2 of 17 Program Resources means the annual allowable economic development programs, resources, buildings, and efforts, approved and provided solely by the Town, to The Partnership in accordance with this Agreement as part of the Town's 380 Program. These may include, but shall not be limited to provision of economic development incentive tools as allowed by law. Public Improvement District has the meaning ascribed to it in Section 5.3 of the Agreement. Sales Tax Situs has the meaning ascribed to it in Section 5.2.f of this Agreement. Site Plan shall mean a Planned Development Site Plan completed by the Developer in compliance with Section 102-268 of the Town of Westlake Code of Ordinances and adopted by the Town Council. Town Hall shall mean any building or buildings designated by the Town for governmental use associated with the administration and operations of the Town of Westlake. The Town Council has found at a duly -called and legally -noticed public meeting through the adoption of Town Resolution No. 13-17, attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes, and the Town and the Partnership 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. Section 4. TERM This Agreement shall be effective as of the date of execution by the Parties (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, shall be effective as long as there are outstanding obligations by either party as contained in this Agreement. Section O` 1 THE PARTNERSHIP'S COMMITMENTS 5.1. Required Improvements - Description of the Mutual Obligations of the Parties. In order to increase and enhance the local tax base and local economy in the Town, and to maximize the economic benefits of the Development, the Partnership intends to construct approximately $500,000,000 in taxable mixed use improvements resulting in increased assessed valuation in PD 1-2. In exchange, the Town will consider the use of Program Resources Resolution 13-17 Page 3 of 17 specifically approved by the Town to consider an application by the Partnership to create of a Public Improvement District ("PID") or other special taxing district allowed by law which will be used to assess properties within the development for public infrastructure and to consider on a case to case basis requests for development incentives including Section 380 agreements to incentivize desirable retail and commercial tenants_ 5.2. Required Improvements - The Partnership's Specific Obligations. (a) In exchange for the Town's consideration of offering Program Resources, the Partnership agrees to pay to the Town the sum of $10,000 for each s ngl-e--family--detaehed residential---homefvill�-and - s„ ; $55000. for-each-Townhome-arrdfor-Cbndominium-residen -depicted on the approve Site Plan(s) which shall be used for the benefit of the - ww Westlake Academy. The amount of payment will be calculated by multiplying the number of s-ingle--fsmily--detaehed residential low depicted on each approved Site Plan by $10,000, and--multiplying-ihe- num—ber-of-Townhome--and/or-Cond-ominium--resiidences lots depicted - on ---each approved--S-ite--Plan--by.-$S 000- which shall be due and payable to the Town prior to the signing of each respective final plat. (b) The Partnership shall pay a portion of the cost of design and construction of a traffic signal at FM 1938/Davis Blvd and Solana Boulevard, which cost shall be described in a future Developer Agreement. Said Development Agreement shall be required as a condition of approval prior to creation of a Public Improvement District or other special taxing district by the Town, and/or prior to filing of any preliminary plat for Entrada. The proportionate share of the cost of the traffic signal at FM 1938/Davis Blvd shall be determined by the Town and will take into consideration the total cost of design, (to be consistent with Town design standards), engineering and construction of the traffic signal, the proportionate share of cost allocated to the Granada residential development within PD 1-3, as well as any unspent funds collected from or owed to the Town by Fidelity Investments (FMR Limited Partnership) for signalization improvements. (c) The Partnership shall conduct an updated Traffic Analysis by a professional traffic engineer, mutually agreeable to the Town and the Partnership, at the Partnership's cost to determine the need for roadway and/or signalization improvements at the intersection of Solana Blvd and the currently unnamed road which shall be the future entrance into Granada and Entrada developments on Solana Boulevard. If additional improvement and or signalization is warranted by the updated Traffic Analysis, the Partnership shall pay Resolution 13-17 Page 4 of 17 100% of the cost of engineering, design, and construction of such improvements as determined by the Town by apportioning said costs between PD 1-3 (Granada) and PD 1-2 (Entrada). The Partnership further agrees to enter into a Development Agreement with the Town prior to filing of any preliminary plat for Entrada that specifically determines these costs and time of payment for them. (d) The Partnership or its agents or assigns approved by the Town shall perpetually maintain all irrigation, landscaping, lighting, medians, streetscaping, public and private open space, sidewalks, trails, water features, and all other public improvements within and bordering the development which are depicted on the approved Site Plan(s) and/or required by the Town's Ordinances, UDC, and/or Subdivision and/or Engineering Standards. All trails, whether built on public right-of- way or Developer's property will be publicly accessible and privately maintained and shall be platted as public access easements. If the Town determines a Development Agreement is necessary to clarify these costs as the Partnership's responsibility, the Partnership further agrees to enter such a Development Agreement with the Town prior to filing of any preliminary plat(s). (e) Solana Boulevard Improvements. The Partnership agrees to pay all costs pertaining to widening of Solana Boulevard adjacent to the south side of its property as shown on the approved concept plan for Entrada (Exhibit B) attached to this Agreement. The Partnership further agrees to enter into a Development Agreement with the Town related to its responsibility for these Solana Boulevard improvement costs prior to filing of any preliminary plat(s). (f) Sales Tax Situs. To the extent allowed by law, the Partnership agrees to pursue, with the Town's support, a sales tax situs agreement in which all non -single family construction contracts and agreements comprising or related to the development within the boundaries of PD 1-2 shall require that the respective contractor(s) enter into a separate contract with the State of Texas for the purpose and intent of sales tax collection on eligible projects comprising or related to the development having a point of sale in the Town in accordance with Comptroller's Sales Tax Rule 34, Texas Administrative Code, Section 3.291 (the "Sales Tax Situs"). Should the Partnership successfully establish a Sales Tax Situs, as described above, the Town agrees to amend this Agreement whereby the Town would grant to the Partnership, as Program Resources, a portion of the sales taxes actually received by the Town directly attributed to PD 1-2. Resolution 13-17 Page 5 of 17 (g) The Partnership shall reimburse the Town for actual costs of legal and/or consulting fees incurred by the Town related to the preparation and review of this Agreement, and all other related documents deemed necessary by the Town related to the Development and such payments are due and payable by the Partnership upon receipt. (h) The Partnership will designate and reserve a site of a size (acreage) deemed appropriate by the Town at a mutually agreeable location on the Final Plat in anticipation of construction of a future Town Hall. The land will remain under the fee simple ownership of the Partnership. The land will remain undeveloped and designated for a Town Hall site for five (5) years commencing on the date of execution of this economic Development Agreement. If after the expiration of the five (5) years, the Town has not entered into an agreement with the Partnership to construct a Town Hall, the reservation of the property for a Town Hall site will be removed and the Partnership shall be allowed to develop the property subject to compliance with all PD 1-2 zoning requirements and development regulations. 5.3. Required Improvements - Town of Westlake Specific Obligations a) In exchange for the Partnership constructing the Development, the Town agrees, as a component of the Program Resources, to consider the establishment of a Public Improvement District ("PID") in compliance with Chapter 372 of the Texas Local Government Code or other special taxing districts or financing mechanisms allowed by law and approved by the Town Council in order to fund public services and improvements approved by the Town within the Development. The schedule and phasing for consideration, and possible creation of the PID, or other special taxing districts or financing mechanisms allowed by law and approved by the Town Council, and determining specific terms of Town participation will be enumerated in an additional economic development agreement(s) submitted for the Council's consideration prior to the approval of a Site Plan. The PID or other special taxing districts or financing mechanisms, if approved by the Town, must be self-sufficient and shall not adversely impact the ordinary service delivery of the Town, except where the Town Council elects to participate in the project's costs. The creation of the PID or other special taxing districts or financing mechanisms which may be considered by the Town shall not create a financial obligation of any kind for the Town unless otherwise agreed by the Town Council Resolution 13-17 Page 6 of 17 (b) The Town will, upon request by the Partnership or its assigns, consider additional economic development incentives, including but not limited to, additional Chapter 380 Agreements on a case by case basis. (e) The Town will consider locating a Town Hall and/or other public buildings in the Development. The schedule and phasing for such public improvements and specific terms of Town participation will be enumerated in a Developer Agreement to be considered by the Town prior to, or after, the Partnership begins construction. (d) The Town will consider via a Development Agreement to eliminate or reduce of park land dedication fees at the time of site plan review. �)'ection 6. DEFAULT, TERMINATION AND FAILURE BY THE PARTNERSHIP TO MEET VARIOUS DEADLINES COMMITMENTS. I 6.1. Failure to Pay Town Taxes or Fees An event of default shall occur under this Agreement if any legally - imposed Town taxes or fees owed on, or generated by the Development become delinquent and the Partnership or the Affiliate does not either pay such taxes or follow the legal procedures for protest and/or contest of any such taxes. In this event, the Town shall notify the Partnership in writing and the Partnership 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 Partnership 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 any written citation is issued to the Partnership or an Affiliate due to the occurrence of a violation of a material provision of the Town Code in 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 occur under this Agreement if the Town is notified by a governmental agency or unit with appropriate jurisdiction that the Partnership or an Affiliate, or any successor in interest thereto or any third party with access to the Development pursuant to the express or implied permission of the Resolution 13-17 Page 7 of 17 Partnership or an Affiliate, or any a successor in interest thereto, 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 matters concerning the public health, safety or welfare). Upon the occurrence of such default, the Town shall notify the Partnership in writing and the Partnership shall have (i) thirty (30) calendar days to cure such default or (ii) if the Partnership 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 Partnership and shall have all other rights and remedies that may be available to under the law or in equity. 6.3. General Breach Unless stated elsewhere in this Agreement, the Partnership shall be in default under this Agreement if the Partnership 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 Partnership 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 the Partnership. ;4ction 7. NO INDEPENDENTCONTRACTOR RELATIONSHIP It is expressly understood and agreed that the Partnership shall not operate as an independent contractor or as an agent, representative or employee of the Town. The Partnership 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. The Partnership acknowledges that the doctrine of respondeat superior will not apply as between the Town and the Partnership, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The Partnership further agrees that nothing in this Agreement will be Resolution 13-17 Page 8 of 17 construed as the creation of a partnership or joint enterprise between the Town and the Partnership. Section 8. INDEMNIFICATION THE PARTNERSHIP, 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, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCL UDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE PARTNERSHIP' BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) THE PARTNERSHIP' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (Y) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE PARTNERSHIP, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES, CONTRACTORS OR SUBCONTRACTS), OR SUBCONTRACTORS DUE OR RELATED TO, FROM, OR ARISING FROM OPERATION AND CONDUCT OF ITS OPERATIONS AND OBLIGATIONS OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT. 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, by certified mail, postage prepaid, or by hand delivery: Town: The Partnership American: Town of Westlake t r1)Irµw ytC� . ) Attn: Town Manager .. C�c`) 3 Village Circle, #202 T -' E a Westlake, Texas 76262, M, —1C Resolution 13-17 Page 9 of 17 With Copies to (which shall not constitute notice): Boyle & Lowry, L.L.P. Attn: L. Stanton Lowry 4201 Wingren Dr., Suite 108 Irving, Texas 75062 Section 10. ASSIGNMENT AND SUCCESSORS The Partnership may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the Town so long as The Partnership, the Affiliate and the Town first execute an agreement approved by the Town Council of the Town under which the Affiliate agrees to assume and be bound by all covenants and obligations of The Partnership under this Agreement. Otherwise, The Partnership 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 said consent may be withheld at the Town's sole discretion, conditioned on (i) the prior approval of the assignee or successor and a finding by the Town Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the Town under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of The Partnership under this Agreement. Any attempted assignment without the Town Council's prior consent shall constitute a breach and be grounds for termination of this Agreement and following receipt of written notice from the Town to The Partnership. Any lawful assignee or successor in interest of The Partnership of all rights under this Agreement shall be deemed "The Partnership" for all purposes under this Agreement. 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. 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. Resolution 13-17 Page 10 of 17 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. 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. • t . r711 �11,111111 • The provisions and conditions of this Agreement are solely for the benefit of the Town and The Partnership, and any lawful assign or successor of The Partnership, and are not intended to create any rights, contractual or otherwise, to any other person 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 Sections 5.2.a 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 party was delayed. 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. Resolution 13-17 Page 11 of 17 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, contains the entire understanding and agreement between the Town and The Partnership, and any lawful assign and successor of The Partnership, 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. Resolution 13-17 Page 12 of 17 EXECUTED as of the last date indicated below: B _Z ---c y: Z'X 4 , 5 "- Thomas E. Bryi er V Town Manager '- Date: 1112zlool-5 APPROVED AS W L. StYnt6n Low Town Attorney RM AND ]LEGALITY: MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, it general partner By: 2M Ventures, LLC, its manager 112 Mehrdad Moayedi Manager Date: Resolution 13-17 Page 13 of 17 "A" — Town of Westlake Resolution No. 06-19 "B" — Entrada subdivision boundary description and concept plan map "C" - Town of Westlake Resolution No. 13-17 Resolution 13-17 Page 14 of 25 "A" — Town of Westlake Resolution No. 06-19 TOWN OF WESTLAKE M4',SOLUTION NO. 06-19 A RLSOLUTION OFTHE BOARD OFALDEIZMEN OF THE TOWN OF WESTLAKE, TEXAS, ADOPTING AN ECONOMIC DEVELOPMENT INCENTIVE POLICY. WHEREAS. the Town of WestlakcTexas, relics Upon the generation of Sales and Use Taxes for basic city operations; and W11EREAS, the 'fawn of'Westlake aggressively pursues sales tax producing enterprises that meet theTown's high developmems(andards; and WIIE1U,AS. Chapter '112 of the 1'exas'l,'ax Code requires that guidelines and criteria be adopted by the Board of Aldermen before entering into any Fcono mic Development Agreement that provides reinibmsement of tares; and I W11FREAS., Chapter 380 of the Texas Local Government Code ,,fllows the 11oard of Aldermen, to create policies f'or econornic deveiopinent and any related grants or incentives, NOW, TH ERFFOI~ E, BE IT RESOL'%T, D BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: : The above findings are hereby fotind to be trace and correct and are incorporated herein in its entirety. Sf,"CTION 1 The Board of' Aldcrinert of the Town of Westlake, Texas, adopts tile attached f� 'xhibit A, Towji of Westlake Economic Development Incentive Policy and directs the '],own NNI'anager to in stibmit an U.conornic Development Agreement to the Board of Aldermen consistent with the ternis of" this policy. PASSf,,'D AND APPROVU) ON'T"HIS 801 DAY OFNIAY, 2(06, AFIEST: C )T, an Dwinuell, Town Secretary F )R Z I�NvTfnornIn o9Nry. E�y Scott. Brad ey, Mayor (I Trent 0. T Petty, , om Manager Resolution 13-17 Page 15 of 25 Town of Westlake Economic Development Incentive Policy Section I. General Purpose and Objectives Ttic Town of Westlake, 1'exas., ("'to ' is committed to the promotion and retention of high quality development in all pails of the Town as part of an overall effort to improve the quality oflitc lor its residents. Since these ot1jectives can be served, in part, by the expansion of its corntnercial business. retail, and mixed use base, the '"['own will, on a co -se -by -case basis, give consideration to providing tax abatements, economic development grants, loans, and other incentives (collectively referred to as "Incentives") as may be allowed by law as stimulation for selected econornic development within the community. It is the policy of the Town that consideration will be provided in accordance with the criteria set forth in this docurnent. Nothing within this policy shall imply or suggest that the Town is under any obligation Lo provide Incentives to any applicant. All applicants ("Applicants") for any Incentives shall be considered on a case - by -case basis. Section 11. Applicability This Lct,)nwnic Developinent Incentive PcOicy ((he "Policy") establishes guidelines and critcria for Incentives as allowed For by the provisions of Chapter 312 of the 1'exas Tax Code, and other econornic grants, loans, or incentives as authorized by Chapter 380 of the 'Vexas Local Government Code, the Development (,",orporation Act, Article 5190.6, I"ex. Rev, Ov. Stat., Article 111, Section 52-a of the 'I'cxas Constitution, and other applicable laws, Any Incentive approved by theTown's Board of Aldermen ("Board of Aldentien I pursuant to the Policy must be memorialized in an agreement to be executed and approved by theTown and applicant (the "Incentive Ag Section M. Tax Abatement Criteria A. Any application for tax abalenient shall be reviewed and approved or disapproved by the Board of Aldermen and, if ,zpplicable. consider the recommendations of the, Westlake Devc1opinent Corporation and/or the Westlake 4A Corporation. In general, the application will be considered based upon the f0IIOWi11g: 1be `value added' to the community by the Applicant's proposed pro.ject; The likelihood of the development of the proposed protect without abatements: 'fhe comparison of the 'use of abatements versus the use of other potential incentives, Resolution 13-17 Page 16 of 25 B, Specific considerations liar approving tax abatement applications will be based upon the degree to w1ricti the proposed prqject- • FUrtlICT-S the goals and objectives of the Town as expressed in. the Town's C"ornpreheasive Plair., Planned Development District Ordinances, and infrastructure plans, • Impacts the] owns costs and ability to provide municipal services: • hirpacts the local environment, housing market, and available infrastructure', • Offers potential for long lean payback in tax other revenues for the Town's investment; • potentially stimulates other desirable economic development within theTown. C. Term of [lie Abatement A tax abaterrient may be granted for -a maximum of tell years. The term of the abatement may be granted for a lesser number of years depending upon the anticipated 'value added' to the Town, Section.l.k% Value of the Project The amount of the Incentive will Lie determined by the Board of Mdernien based upon the incrits of the economic development pr(jcct (the *'Prp ect"), including, but not limited j— to. the flactors rellerenced in paragraph III, B. (above) and the following srecilic economic considerations: • total capital investarctit; • added ernploynwntl- • generation ofollicr tax revenues, Incentives may, be granted only for the additional value of eligible property improvements described in the Project ject and listed in the executed tax abatement agreement, Target thresholds are established as expected qualifying levels lor abatement L, consideration as indicated in paragraphs A and B as follows: A, For New Businesses or —DeveIQL)mcnt - The Project must be reasonably expected to produce an added value of five million dollars ($5,000.000) in real and personal Property improvements within thcTown of Westlake; or to create a minimum of 200 full- titne.jobs, or to gencrate annual stales tax revenucs to the 'roNn or tit least si oomoo. B. For E ision or ?Oodcrnization of Exi - - "A -sLjj:W-Busiriesses or L)eveigyalgrij, - 'rhe project must be reasonably expected to produce an added value of two million dollars ($2.000,000) in real and personal property improvements within the Town, or to create a nrin,imurn of 100 full time ,jobs, or to generate additional annual sales tax revenues to the Town of at least S50.0C)O. Section V. tnspection, Verification and Incentive Modification The terms of an Incentive Agreement shall include the fown's right to: Resolution 13-17 Page 17 of 25 (a) rcquirc the subinission of an annual certification of' compliance for the property receiving in Incentive; (b) conduct an on -site inspection of the project in each year during the life of the Incentive to verify compliance with the tennis of the Agreement and the Policy,. and (c) reduce or eliminate the Incentive if tl,,lc applicant has failed to comply with the reqUirenients of the Incentive Agreenient, Section V1. Evaluation Upon completion of the Project, the TOWT) shall no less than annually evaluate each Pro ' icct receiving an abatement to insure compliance with the ternis of the agreement. Anv incidents of non-compliance will be reported to all affected taxing urrits. Section VIL Severability and Limitation In the event that any section, clause, sentence, paragraph or any part of this Policy shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, such invalidity shall not afl"eTt, impair, or invalidate the remainder of the guidelines and criteria in this Policy. Section V111. Expiration and Modification This POlicV is effective upon the date of its adoption and will remain in force for two years, at which time Incentive Agreements created pursuant to its provisions will be reviewed by the Board of Aldernren to determine whether the objectives of the policy are being achieved. Based upon that review, this Policy may be modified, renewed or eliminated. However, any Incentive Contracts created pursuant to this Policy will remain in effect according to their respective terms without regard to any change to this Policy unless mutually agreed by the parties, Section IX. Economic Development Grants, Loans, and Other Incentives A. Any application for economic development grants, loans., and other incentives shall he reviewed arid approved or disapproved by the Board of Aldermen. In the review process, the Board of` Aldermen will, if'applicable, consider the recommendations of the Westlake Developnient Corporation and"or the Westlake 4A C.orporation. Any such economic development grants, loans, and other incentives may, come from any one or combination of the following'. • Cirants or loans as authorized by Chapter 380 of theTexas Local Government Code; • The general `wales and Ise taxes of the Town; • Sales and Use taxes collected purAWn't to section 4A andlor 413 of Article 5190.6,'fex, 1�ev. Civ. Stat.. and/or Resolution 13-17 Page 18 of 25 Any other lawlu] source of" revenue of the Town including, but not limited to., bond or other debt financing which further the purpose of economic development. & To be eligible to apply and qualify for consideration of any grants, loans, and other incentives under this Section, the applicant must submit documentation, and enter into an Incentive Agreernent, which indicates the specific details of the ProJect and compliance with tile lVicy. Resolution 13-17 Page 19 of 25 "B" — Entrada Boundary Description Vicinity Map and Concept Plan - LEGAL DESCRIPTION EXHIBIT 1 Legal Description of PDl-2 District 85.90 Acres BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, the W. Medlin Survey, Abstract No. 1958, the William Pea Survey, Abstract No. 1246 and the Joseph Henry Survey, Abstract No. 742, Tarrant County, Texas and being a portion of Tract 2 as described in the Special Warranty Deed to MAGUIRE PARTNERS — SOLANA LAND, L.P. as recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found with "Huitt-Zollars" cap at the southwest corner of Lot 2, Block 1, Westlake/Southlake Park Addition No. 1, an addition to the Town of Westlake, Texas as recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas, being on the northeasterly right-of-way line of Kirkwood Boulevard, a variable width right-of-way as dedicated by said Westlake/Southlake Park Addition No. 1 and being the beginning of a non - tangent curve to the left having a central angle of 9 degrees 13 minutes 11 seconds, a radius of 1428.00 feet and being subtended by a chord which bears North 47 degrees 49 minutes 50 seconds West a distance of 229.54 feet; THENCE along the northeasterly right-of-way line of Kirkwood Boulevard, a variable with right- of-way, as described in Dedication Deed to the Town of Westlake as recorded under instrument No. D208427746, Deed Records of Tarrant County, Texas the following: Along said curve to the left an are distance of 229.79 feet to a '/2 inch rod found with Graham cap at the end of said curve; North 52 degrees 30 minutes 14 seconds west a distance of 32.60 feet to '/2 inch iron rod found with Graham cup beginning of a curve to the right having a central angle of 18 degrees 54 minutes 48 seconds, a radius of 612.00 feet and being subtended by a chord which bears North 43 degrees 02 minutes 03 seconds West a distance of 201.11 feet; Along said curve to the right an arc distance of 202.02 feet to a '/z inch iron rod found with Graham cap at the beginning of a compound curve to the right having a central angle of 24 degrees 06 minutes 47 seconds, a radius of 812.00 feet and being subtended by a chord which bears North 21 degrees 32 minutes 03 seconds West a distance of 339.22 feet; Along said curve to the right an arc distance of 341.73 feet to a 'h inch iron rod found with Graham cap at the end of a said curve; North 09 degrees 28 minutes 39 seconds West a distance of 132.24 feet to a'/ inch iron rod found with Graham cap at the beginning of a curve to the left having a central angle of 45 degrees 43 minutes 19 seconds, a radius of 708.00 feet and being subtended by a chord which bears North 32 degrees 20 minutes 19 seconds West a distance of 550.11 feet; Along said curve to the left an arc distance of 564.98 feet to a '/2 inch iron rod found with Graham cap at the end of said curve; Resolution 13-17 Page 20 of 25 North 55 degrees 11 minutes 58 seconds West a distance of 190.50 feet to a 1/2 inch iron rod found with Graham cap; North 08 degrees 56 minutes 27 seconds West a distance off 21.41 feet to a 1/2 inch iron rod found with Graham cap on the easterly right-of-way line of Precinct Line Road, a variable width right- of-way, as described in Dedication Deed to Town of Westlake as recorded under Instrument No. D208427746, Deed Records of Tarrant County, Texas and being the beginning of a non -tangent curve to the left having a central angle of 16 degrees 09 minutes 21 seconds, a radius of 1,432.50 feet and being subtended by a chord which bears North 27 degrees 07 minutes 42 seconds East a distance of 402.59 feet; THENCE along the easterly right-of-way line of Precinct Line Road, the following; Along said curve to the left an arc distance of 403.92 feet to a 1/2 inch iron rod found with Graham cap at the end of said curve; North 18 degrees 47 minutes 24 seconds East a distance of 185.36 feet to a 1/2 inch iron rod found with Graham cap; North 17 degrees 03 minutes 03 seconds East a distance of 322.64 feet to a 1/2 inch iron rod found on the southerly right-of-way line of State Highway 114 (a variable width ROW); THENCE along the southerly right-of-way line of State Highway 114, the following; North 60 degrees 06 minutes 26 seconds East a distance of 44.54 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 32 seconds East a distance of 254.55 feet to a point for corner from which a Texas Department of Transportation brass disk in concrete found bears North 10 degrees 48 minutes 28 seconds West a distance of 0.43 feet; South 77 degrees 26 minutes 06 seconds East a distance of 746.74 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 31 seconds East a distance of 1443.85 feet to a Texas Department of Transportation brass disk in concrete found; South 62 degrees 34 minutes 19 seconds East a distance of 404.34 feet to a Texas Department of Transportation brass disk in concrete found at the beginning of a curve to the right having a central angle of 08 degrees 19 minutes 09 seconds, a radius of 2,709.79 feet and being subtended by a chord which bears South 58 degrees 24 minutes 45 seconds East a distance of 393.11 feet; Along said curve to the right an are distance of 393.45 feet to a Texas Department of Transportation brass disk in concrete found; South 54 degrees 15 minutes 11 seconds East a distance of 399.24 feet to a Texas Department of Transportation brass disk in concrete found; South 64 degrees 19 minutes 50 seconds East a distance of 56.55 feet to a 5/8 inch iron rod found with "Huitt-Zollars" cap at the beginning of a non -tangent curve to the right having a central angle of 02 degrees 13 minutes 56 seconds, a radius of 2,754.79 feet and being subtended by a chord which bears South 43 degrees 17 minutes 37 seconds East a distance of 107.32 feet; Resolution 13-17 Page 21 of 25 Along said curve to the right n are distance of 107.33 feet to a '/z inch rod found with "Huitt- Zollars" cap for the northeast corner of Lot 1, Block 1, of the aforementioned Westlake/Southlake Park Addition No. 1; THENCE departing the southerly right-of-way line of State Highway 114, North 90 degrees 00 minutes 00 seconds west along the north line of said Lot 1, Block 1, a distance of 2,132.54 feet to a 518 inch iron rod with "Carter -Burgess" cap found for the northwest corner of said Lot 2, Block 1, Westlake/Southlake Park Addition No. 1; THENCE South 52 degrees 00 minutes 00 seconds West along the northwesterly line said Lot 2, Block 1, a distance of 1000.00 feet to a 5/8 inch iron rod with "Carter & Burgess" cap found at an angle point in the west line of Lot 2, Block 1; THENCE along the west line of said Lot 2, Block 1, South 00 degrees 00 minutes 00 seconds East a distance of 168.55 feet to the POINT OF BEGINNING and containing 85.90 acres of land, more or less. Resolution 13-17 Page 22 of 25 Sz JO Ez Ofud LT -El UOTIMOSON Sz jo tz a id Li-£i uo'Injosa-d in MARY LOUISE GARCIA COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 TOWN OF WESTLAKE 3 VILLAGE CIRCLE #202 ROANOKE, TX 76262 Submitter: TOWN OF WESTLAKE DONOTDESTROY WARNING - THiS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 5/24/2013 10:46 AM Instrument #: D213132119 OPR 27 PGS $116.00 D213132119 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, APPROVING ., 1 ► r. ,, DEVELOPMENT ...,► AGREEMENT MAGUIRE PARTNERS, L.P. RELATED TO THEIR DEVELOPMENT KNOWN AS ENTRADA WHEREAS, the Town of Westlake is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments and Deloitte University, residential developments such as Vaquero, Glenwyck Farms, Terra Bella, and Granada, and Entrada 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 Maguire Partners, L.P. (the Developer) desire to enter into a partnership to continue this planned growth through a development agreement which sets out responsibilities for the Developer as a part of their development known as Entrada (the zoning for which was approved in Ordinance 703 approved on April 22, 2013) regarding off -site costs, the need for which are created by the Entrada development, including Solana Boulevard improvements, traffic signals, contributions for Westlake Academy, as well as maintenance of public and private open spaces/amenities in and adjacent to said Entrada development, and WHEREAS, the Town has an economic development policy adopted by Resolution 06- 19 and the Town and the Developer have (per Resolution 13-17 approved on April 22, 2013) made commitments according to certain terms and conditions in an economic development agreement approved under this economic development policy; 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 RESOLVED BY 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 with the Developer attached hereto as Exhibit "A"; and further authorizes the Town Manager to execute said agreement on behalf of the Town of Westlake. Resolution 13-34 Pagel of 2 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. KellyJEdw s, Town Secretary LauraVheat, Mayor Ike Thomas E. 11 rein r, Town Manager Resolution 13-34 Page 2 of 2 10,14,211 C CENTURION AMERICAN, INC. DEVELOPMENT 1 SUBDIVISION IMPROVEMENT AGREEMENT Agreement between the Town of Westlake, Texas, (the "Town"), Maguire Partners - Solana L.P. (the "Developer"), as sole owner and Developer of the property generally located on the east side of FM 1938, north of Solana Blvd. and south of SH 114 shown on the Entrada Boundary Description and Map, Attachment "A", attached hereto and incorporated herein by reference. This agreement concerns the development of a mixed -use development approved on April 22, 2013 by Ordinance No. 703 and described in the Economic Development Agreement adopted by Resolution No. 13-17 on April 22, 2013 for Planning Area 1-2 ("PD 1-2"), more commonly known as the "Development" and provisions for the installation of certain public improvements to support the development, easements and community facilities (the "improvements") located therein; and for the assurance of completion and maintenance thereof. This Agreement shall solely relate to the development of PD 1-2 as has been determined by the submittal and approval of the Developer's zoning approved April 22, 2013 by Ordinance No. 703 and in the Economic Development Agreement approved by Resolution No. 13-17 approved on April 22, 2013. SECTION 1: DEFINITIONS In addition to the terms defined in the body of this Agreement, the following terms shall have the defmitions ascribed to them as follows: Agreement shall mean this Development Agreement between the Town of Westlake and Centurion American, Inc. Affiliate shall mean all entities, incorporated or otherwise, under common control with, controlled by or controlling the Developer. For purposes of this defmition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Developer shall mean the Partnership and/or its Affiliates or assigns. Development shall have the meaning ascribed to it in Section 2.A of this Agreement. Development Plan shall an approved Development Plan completed by the Developer in compliance with Section 102-268 of the Town of Westlake Code of Ordinances and approved by the Town of Westlake which shall govern the approval of all Site Plans as defined in this section that are submitted for construction in the Development. Resolution 13-34 Page 1 of 19 Economic Development Agreement shall mean that agreement and all its terms and conditions as approved by the Town Council on April 22, 2013 by Resolution 13-17 and approved by the Developer on April 22, 2013. Entrada shall mean the mixed -use village planned development depicted on the Entrada Boundary Description and Map, Attachment "A", and as described in Section LA, consisting of retail, commercial, hotel, and entertainment uses and 322 residential units consisting of single family detached homes, townhomes and condominiums and as further described in Ordinance No. 703 as well as the Economic Development Agreement approved by the adoption of Resolution 13-17. Partnership has the meaning ascribed to it in the preamble of this agreement. PD1-2 shall mean the planned zoning district located on the tract shown on Exhibit A to this agreement as zoned by Ordinance No. 703 adopted April 22, 2013 and subject to the terms and conditions of the Economic Development Agreement adopted by the Town in Resolution 13- 17 on April 22, 2013 and approved by the Developer that same date. Property Owners Association shall mean an organization established by the Developer for the Development, the membership will be comprised of and mandatory for all owners of real property in the Development and whose Bylaws and Regulations as well as the Declaration of Restrictions, Covenants and Conditions shall be approved by the Town prior to filing in the Deed of Trust records of Tarrant County, Texas. Public Improvement District or PID shall mean that special district as may be established for the Development as set out in Chapter 372 of the Texas Local Government Code and subject to the provisions of Article 5.3 of the Economic Development Agreement between the Town and the Developer as approved by both parties on April 22, 2013. Residential Unit shall be defined by Ordinance No. 703 adopted on April 22, 2013 and shall include condominiums, townhomes, and single family detached residential units as defined in Ordinance No. 703. All residential units are custom homes as defined in this section of this Agreement. Site Plan shall mean an approved Planned Development Site Plan comporting to an approved Development Plan completed by the Developer in compliance with Section 102-268 of the Town of Westlake Code of Ordinances and adopted by the Town of Westlake. Town means 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. Town Hall shall mean any building or buildings designated by the Town for governmental use associated with the administration and operations of the Town of Westlake. Resolution 13-34 Page 2 of 19 A. Construction of Entrada Development. The Developer covvenants to develop the Development property shown as Exhibit A to this Agreement as defined above in this agreement known as Entrada. Said Development known as Entrada will be a mixed -use development emulating a Spanish type village and consist of uses allowed in Ordinance No. 703 and the Economic Development Agreement approved by Resolution 13-17 including residential units, retail, office, hotel and entertainment uses. S. Completion Date of Development. The Developer covenants with the Town that all required public improvements (infrastructure and common area improvements) to be completed by the Developer hereunder, shall be completed no later than five (5) years following the date of issuance of a notice to proceed on Phase 1 as shown on the approved preliminary plat for Entrada. C. Completion of Agreement. This Agreement shall not be considered complete until: Record drawings for all streets and utilities including street lighting in the development, certified by the Developer Engineer, are filed with the Town Engineer and provided as follows: a. Three (3) sets of record drawings, b. One (1) set of mylars, c. Digital record drawings with GIS spatial data and coordinates compatible with the latest version of ArcView/ArcGIS d. Digital record drawings compatible with the latest version of AutoCAD 2. The Developer has fulfilled the requirements as specified in Section 4.13, Agreement to Escrow, of this agreement. 3. The Town has issued a letter of acceptance and it has been filed as described in Section 2.C, Covenant Running with Land, of this agreement. D. Covenant Running With the Land. The covenants contained herein shall run with the land comprising the development and bind all successors, heirs and assignees of the Developer until all the improvements are complete and the Town Engineer provides a letter of acceptance of said improvements. At that time only the maintenance and other continuing obligations continue to bind all successors, heirs and assignees. In addition, this Agreement and the letter of acceptance for the improvements shall be filed on record in the Deed Records of Tarrant County, Texas as evidence thereof. Resolution 13-34 Page 3 of 19 E. Security for Completion of Public Improvements. The Developer shall obtain a performance bond with the Town as co -obligee from the general contractor and subcontractors to ensure completion of the required public improvements to be completed by the Developer, as stipulated in this Agreement, and assign such performance bond to the Town or cause the Town to be a co -obligee. The performance bond shall be in the amount of 100 percent of the funds estimated by the Town Engineer to be necessary to pay for all public and private infrastructure (excluding gas, electric, and telecommunications) according to approved plans. The bond amount shall be reduced on a pro-rata basis as the improvements are accepted by the Town Engineer as evidenced by a letter of acceptance. The Developer will have forty-five (45) calendar days to provide the performance bond from the date of approval of construction plans. F. Temporary Improvements. If temporary improvements related to this development are required by existing ordinances, statute or federal law, the Developer shall enter into and file a separate improvements agreement and escrow, or provide an authorized letter of credit, in an appropriate amount to ensure the proper construction, maintenance and removal of the temporary improvements. The Developer shall build and pay for all costs of temporary improvements required by the Town and shall maintain those improvements for the period specified by the Town. In addition to the foregoing, the Developer shall pay for a geotechnical site assessment and environmental assessment for all temporary accesses to the development. Any temporary road or roads to be constructed by the Developer to provide temporary access must comply with Town standards. G. Developer Engineer. The Developer must employ a civil engineer, architect or landscape architect, as appropriate, licensed to practice in the State of Texas, for the design and preparation of the plans and specifications for the construction of all improvements to be constructed by the Developer covered by this Agreement. H. Contractor Approval. On all public improvements for which the Developer awards its own construction contract(s), the Developer must employ a construction contractor that meets the Town's regulatory standards and statutory requirements for being insured, licensed and bonded to do work in public streets and/or public projects and be qualified in all respects to bid on public streets and upon public projects of similar nature, as the case may be. I. Responsibility for Contractor/Subcontractor Fees. On all public improvements for which the Developer awards its own construction contract(s) or subcontracts, the Developer shall be responsible for all costs incurred in the procurement of such services, labor and materials. J. Upkeep of Property While in Development. The Developer will be responsible Resolution 13-34 Page 4 of 19 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) calendar 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) calendar days after notice, the Town may file a lien on the property so maintained. K. Dedication of Property. If required by the Town Engineer, any dedication to the Town of real property as shown on the approved preliminary plat or final plat, including right-of-way and easements, shall include a metes and bounds description for conveyance by either final plat or separate instrument. L. Property Owners Association. The Developer shall establish a Property Owners Association for the Development with by-laws and regulations consistent with this Agreement and the Town's pertinent Ordinances and Development Codes. The Developer shall submit the organization documents to the Town Attorney for verification of the inclusion of pertinent terms of this Agreement and approval by the Town prior to the recordation of same. The Developer must file in the Deed Records of Tarrant County, Texas, a Declaration of Restrictions, Covenants and Conditions. All Declaration of Restrictions, Covenants and Conditions for the Development shall be approved by the Town prior to their filing in the Deed Records of Tarrant County, Texas. Membership in the Property Owners Association shall be mandatory for all owners of real property in the Development. The Property Owners Association shall establish an Architectural Control Committee as set out in the Restrictions, Covenants, and Conditions for the Development. In addition, the Developer or the Property Owners Association shall be responsible for maintaining all private streets, private infrastructure, and private and public common areas, open spaces and facilities, and for enforcing the restrictions, covenants, and conditions. ;M .�, :i ,� 1 t b A. Engineering Standards. Developer covenants that all public works projects and improvements to be completed by the Developer shall be constructed in. accordance with the PDI-2 engineering standards approved by the Town prior to issuance of the Town's authorization of construction to proceed. B. Pre -construction Conference. A pre -construction meeting for the construction of the improvements to be completed by the Developer between the Developer and Town Engineer is required. The Developer or contractor(s) and subcontractors shall furnish to the Town a list of all subcontractors and suppliers that will be providing greater than a $10,000 value to the development. All contractors and subcontractors shall be registered with the Town and must comply with all applicable ordinances, rules and regulations. C. Conditions Prior to Construction. Prior to authorizing construction, the Town Engineer shall be satisfied that the following conditions have been met: 1. The approved preliminary plat and site plan reflect all Town conditions of approval. Resolution 13-34 Page 5 of 19 2. All required plans and contract documents, if any, shall have been completed and filed with the Town. 3. All necessary easements or dedications required for public facilities and improvements, as shown on the approved preliminary plat, shall be conveyed solely to the Town by final plat. 4. All contractors participating in the construction shall be presented with a set of approved plans bearing the Town Engineer stamp of release. These plans must remain on the job site at all times. S. A complete list of the contractors, their representatives on the site, and telephone numbers where a responsible party may be reached at all times must be submitted to the Town. 6. All applicable fees must be paid to the Town. 7. The Developer or contractor must furnish to the Town an insurance policy of general liability in the amount of $1,000,000 naming the Town as additional insured, prior to the commencement of any work within the development, or construction of the improvements by the Developer of contractor. D. Inspections. Construction of all improvements to be completed by the Developer shall be subject to periodic inspections by the Town Engineer or the Town Engineer's designee. The Developer shall be responsible for completing and/or correcting public improvements completed by the Developer not constructed in accordance with the Town approved construction plans. Any change in design required during construction shall be reviewed and approved by the Town Engineer. E. Commencement of Excavation. The Developer may commence excavation for upon the date of the Town Engineer issuing comments for his initial review of the Engineering Plans or not sooner than ten (10) days following submission of the Engineering Plans, which shall include submission of the Mass Grading Construction Plans. F. Initial Allotment of Building Permits. Building permits for this Development will be allotted and issued according to Section 3 and Exhibit 7 of Ordinance No. 703 for PD1-2. There will be no building permits for the Development issued until all public and private infi•astructure for Phase 1, as shown on the approved Development Plan and Preliminary Plat for the Development, has been completed and accepted by the Town, unless a separate agreement for issuance of building permits that amends this Agreement has been entered into and agreed to by the Town and the Developer. Resolution 13-34 Page 6 of 19 A. Open Space and Lighting ztinLg Plats 1. The Developer shall submit to the Town Manager, or his designee, a Landscape, Open Space and Lighting Plan that complies with all Town Ordinances, Codes, rules and regulations. Upon review by the Town Manager, or his designee, the Town Manager may approve or deny the submittal or refer the submittal to P&Z and or Council for review and approval. 2. The Developer shall construct, maintain and be responsible for any and all costs associated with, and necessary to provide open space improvements included in the Town approved Landscape, Open Space and Lighting Plan. Plans for the improvements must be submitted to the Town. Manager for approval before work is commenced. In addition to any other improvements to be constructed and maintained by the Town's ordinances, rules and regulations, the Developer covenants to construct the following improvements which shall be solely the Developer's cost: a. Twelve feet (12') and Eight feet (8') wide concrete hike and bike trails within and surrounding the entire Development as depicted on the approved Development Plan. B. Agreement to Escrow Within forty -Eve (45) calendar days of construction plan approval, the Developer shall escrow funds as stipulated to complete the design and construction necessary to support roadway and signalization improvements listed herein. 1. Thoroughfare and Signal Improvements a. Traffic Study The Developer represents that they have submitted an updated traffic study acceptable to the Town that includes estimated completion costs for various on and off -site traffic and transportation improvements described as follows: (i) Solana Boulevard completion (ii) Traffic signal at FM 1938/Davis Blvd and Solana Boulevard (iii) Traffic signal at the intersection of Solana Blvd and the unnamed road which will serve as the main entry into the Entrada development and which will be designed to line up with the main entry off Solana Blvd. to PD 1-3 "Granada" Resolution 13-34 Page 7 of 19 2. Solana Blvd. Within forty-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonably acceptable to the Town as the Town deems sufficient to design and construct eighty-eight percent (88%) of the cost estimated in the traffic study for Solana Blvd. improvements, Attachment "D", necessary to accommodate traffic volumes as described in the traffic study. Should escrowed amount, letter of credit, or performance bond that is provided by the Developer, as estimated in Attachment "E", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. Traffic Signal — FM 1938/Davis Blvd. and Solana Blvd. Within fortv-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonablv acceptable to the Town as the Town deems sufficient to design and construct eighty-eiizht percent (88%) of the cost estimated in Attachment "E" necessary to complete the imbrovements identified in the traffic study, Attachment "D", for traffic signals at the intersection of FM 1938/Davis Blvd. and Solana Blvd. Should escrowed amount, letter of credit, or performance bond that is provided by the Developer, as estimated in Attachment "B", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. 4. Traffic Signal — Solana Blvd and unnamed road into Entrada and Granada. Within fortv-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonablv acceptable to the Town as the Town deems sufficient to desi,2n and construct eighty-eight (88%) of the cost estimated in Attachment "E" necessary to complete the imbrovements identified in the traffic studv, Attachment "D", at the intersection of Solana Blvd. and the unnamed road which shall enter into PD 1-2 "Bntrada" and PD 1-3 "Granada". Should escrowed amount, letter of credit, or performance bond that is provided by the Developer, as estimated in Attachment "E", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. 5. Traffic Signal — Solana Blvd and SH 114 - Within fortv-five (45) calendar days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of credit or performance bond in form and substance reasonably acceptable to the Town as the Town deems sufficient to desitin and construct eiizhty-eight percent (88%) of the cost estimated in Attachment "E" necessary to complete the improvements identified in the traffic studv for traffic signals, Attachment "D", at the intersection of Solana Blvd. and SH 114. Should escrowed amount, letter of credit, or Resolution 13-34 Page 8 of 19 performance bond that is provided by the Developer, as estimated in Attachment "E", be deemed insufficient to at the time of construction to complete the required improvements, the Developer shall provide additional funds to cover the difference between the actual and estimated costs. 6. Sianalization Warrants The Town shall cause the si2nalization improvements to be constructed at such time as warranted according to TXDOT warrant standards and the approval of the Town Manager. D. Maintenance of Entrada Improvements The Developer, and/or Public Improvement District and/or Property Owners Association shall perpetually maintain improvements as shown on the approved Concept. Development, and/or Site Plans or the approved Preliminary Plat, whether on public or private property, as follows: a. all irritation, b. alllandscapina. c. all sidewalks and trails d. water features e. public art f. all private or publicly dedicated streets g. all private or publicly dedicated drainage infrastructure h. and all other improvements that occur within the development, with the exception of publicly dedicated water, sanitary sewer, and telecommunication ductbank infrastructure within the development as defined by: i. the east curb of FM 1938/Davis Blvd to the development; ii. the north curb of Solana Blvd., iii. the east development boundarv; iv. and the southern curb of SH 114. 2. All trails, as shown on the Development Plan, or Site Plan(s) or Preliminary Plat, whether built on public rights-of-wav or Developer's property, will be publicly accessible and maintained in perpetuity by the Developer, and/or Public Improvement District and/or Property Owners Association. E. Streetscape Improvements Streetscape improvements on FM 1938/Davis Blvd. and Solana Blvd. shall be submitted with the Landscape, Open Space and Lighting Plan and shall comply with the Streetscape Plan prepared by Schrickel Rollins (SRA) attached hereto as Attachment "B". a. Streetscape improvements shall be completed prior to approval of a Final Plat or satisfaction of requirements in Section 2.E. Resolution 13-34 Page 9 of 19 b. Construction plans for streetscape improvements shall be approved by the Town Manager or his designee prior to the beginning of construction. C. Streetscape improvements shall be completed by and perpetually maintained by the Developer. F. Lot Landscaping The Developer shall require that the homebuilders in the development be responsible for providing landscaping for each individual lot as required by the PD 1-2 zoning ordinance, the approved Development Plan, and/or any approved Site Plans for the Development. G. Amenities 1. All Development signage and associated landscaping shall comport to the approved Development Plan, and must be approved by the Town prior to construction. All subdivision signage will be owned and maintained by the Developer or the Property Owners Association. 2. Culverts, where required, shall consist of stone -faced construction and shall be approved by the Town as set forth in the Town of Westlake's Code of Ordinances. H. Westlake Academy Impact 1. As set forth in the Economic Developer's Agreement approved by Town Council Resolution 13-17, the Developer agrees to pay to the Town the sum of $10,000 for each residential unit depicted on the approved Development Plan and Site Plan(s) for Entrada, attached hereto as Attachment "C" which shall be used for the benefit of the Westlake Academy. a. the amount of payment will be calculate by multiplying the total number of lots depicted on each approved final plat by $10,000; b. the amount for each final plat being due and payable to the Town prior to the signing of the final plat with said date for signing of the final plat not occurring more than thirty (30) calendar days after the final plat is approved by the Town. C. Delayed and/or insufficient commitments of these payments will Resolution 13-34 Page 10 of 19 affect issuance of building permits under the terms of this Agreement, the Economic Development Agreement dated April 22, 2013 and Ordinance No. 703. I. Reimbursement of Legal and/or Consulting Fees The Developer shall reimburse the Town for actual costs of legal and/or consulting fees incurred by the Town related to the breoaration and review of this Agreement. and all other related documents deemed necessary by the Town related to the Development. 2. Such reimbursement of fees are due and payable by the Developer upon receipt of invoices from the Town. Parkland Dedication Fees As contemplated in the approved Economic Development Agreement for this Development, parkland dedication fees in their entirety for this Development are waived by the Town and considered to be met in full through the approved Development Plan which provides for a 10 acre Town lake, 12' perimeter trails throughout most of the development as well as trail connectivity to adjacent tracts and roadways as well as provision of public and private open spaces/plazas within the Development. K. Provision of Town Hall Site Developer agrees to comply with the terms of Section 5.2(h) contained in their Economic Development Agreement with the Town approved by the Town by Resolution 13-17 for reserving a Town Hall Site in the Development. L. Developer Warrants Use of Town of Westlake Water and Sanitary Sewer Services The Developer warrants and agrees that he has requested and will receive potable water and sanitary sewer service for the Development from the Town. A. The only publicly dedicated infrastructure for which the Town will have perpetual maintenance responsibility will be the potable water system, sanitary sewer system, and the telecommunication duct bank infrastructure. SECTIONDEFAULT,1 1 FAILURE DEVELOPER 1 MEET VARIOUSDEADLINES 1 COMMITMENTS. Resolution 13-34 Page 11 of 19 A. Failure to Pay Town Taxes or Fees An event of default shall occur under this Agreement if any legally -imposed Town taxes or fees owed on or generated by the Development become delinquent and the Developer or the Affiliate does not either pay such taxes 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. B. Violations of Town Code State or Federal Law An event of default shall occur under this Agreement if 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 in 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 occur under this Agreement if the Town is notified by a governmental agency or unit with appropriate jurisdiction that the Developer or an Affiliate, or any successor in interest thereto or any third party with access to the Development pursuant to the express or implied permission of the Developer or an Affiliate, or any a successor in interest thereto, 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 matters concerning the public health, safety or welfare). Upon the occurrence of such default, the Town shall notify the Developer in writing and the Developer shall have (i) thirty (30) calendar days to cure such default or (ii) if the 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. C. General Breach Resolution 13-34 Page 12 of 19 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 the Developer. It is expressly understood and agreed that the Developer shall not operate as an independent contractor or as an agent, representative or employee of the Town. The 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. The Developer acknowledges that the doctrine of respondeat superior will not apply as between the Town and the Developer, its 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 Developer or joint enterprise between the Town and the Developer. THE DEVELOPER, 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, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE DEVELOPER' BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) THE DEVELOPER' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (ii) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE DEVELOPER, ITS OFFICERS, AGENTS, Resolution 13-34 Page 13 of 19 awkw-WHAWSWAI Mr, vp w pi APPROVAL OF THE TOWN ENGINEER OR OTHER TOWN EMPLOYEE, 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 RESPONSIBILITY AND LIABILITY OF THE DEVELOPER, ITS ENGINEER, CONTRACTORS, EMPLOYEES, OFFICERS, OR AGENTS FOR THE ACCURACY AND 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, HIS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, IT BEING THE INTENT OF THE PARTIES THAT APPROVAL BY THE TOWN ENGINEER 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 THE TOWN, ITS OFFICIALS, OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM ANY LOSS, DAMAGE, LIABILITY OR EXPENSE ON ACCOUNT OF DAMAGE TO PROPERTY AND INJURIES, INCL UDING DEATH, TO ANY AND ALL PERSONS WHICH MA Y ARISE O UT OF ANY DEFECT, DEFICIENCY OR NEGLIGENCE OF THE ENGINEER DESIGNS AND SPECIFICATIONS INCORPORATED INTO ANY IMPROVEMENTS CONSTRUCTED IN ACCORDANCE THEREWITH, AND THE DEVELOPER SHALL DEFEND AT HIS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE TOWN, ITS OFFICIALS, OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR ANY OF THEM, ON ACCOUNT THEREOF, TO PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM, COLLECTIVELY OR Resolution 13-34 Page 14 of 19 INDIVIDUALLY, PERSONALLY OR IN THEIR OFFICIAL CAPACITY, IN CONNECTION HEREWITH. a 901 ►M _ 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, by certified mail, postage prepaid, or by hand delivery. �M*JIai §30911ITY.y [ - ► ►� ► _ ► '1' fit .'T.`Z�T.7► The Developer may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the Town so long as The Developer, the Affiliate and the Town first execute an agreement approved by the Town Council of the Town under which the Affiliate agrees to assume and be bound by all covenants and obligations of The Developer under this Agreement. Otherwise, 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 said consent may be withheld at the Town's sole discretion, conditioned on (i) the prior approval of the assignee or successor and a finding by the Town Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the Town under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of The Developer under this Agreement. Any attempted assignment without the Town Council's prior consent shall constitute a breach and be grounds for termination of this Agreement and following receipt of written notice from the Town to The Developer. Any lawful assignee or successor in interest of The Developer of all rights under this Agreement shall be deemed "The Developer" for all purposes under this Agreement. 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. Resolution 13-34 Page 15 of 19 � 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. 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. 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. 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. zrkffin��'�� 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 Sections 5.2.a 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 party was delayed. Resolution 13-34 Page 16 of 19 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 19 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. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. V This Agreement, including any attachments attached hereto and any documents incorporated herein by reference, contains 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. 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 13-34 Page 17 of 19 EXECUTED as of the last date indicated below: 0 011AIKKU MMAN 00 N WR kIN X By: Thomas 9. Brym_e`r` Town Manager MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, it general partner By: 2M Ventures, LLC, its manager Date: lZqIM5 Date: APPROVED AS TO FORM AND LEGALITY: In i own Attorney ATTACHMENTS Medrdad Moayedi "All — - Entrada Boundary Description and Map 66B" — Schrickel Rollins FM 1938 StreetScape Master Plan 61C" — Approved Entrada Development Plan and Preliminary Plat I'D" — Traffic Impact Analysis - Westlake Entrada &. Granada- Summary and Exhibits 10- 11 "E" — Engineer's Opinion of Probable Cost for Solana Blvd. Resolution 13-34 Page 18 of 18 ATTACHMENTS "A" — Entrada Boundary Description and Map "B" — Schrickel Rollins FM 1938 StreetScape Master Plan "C" — Approved Entrada Development Plan and Preliminary Plat "D" — Traffic Impact Analysis - Westlake Entrada &. Granada- Summary and Exhibits 10- 11 "E" — Engineer's Opinion of Probable Cost for Solana Blvd. Resolution 13-34 Page 19 of 19 Exhibit A LEGAL DESCRIPTION 85.921 Ac. BEING all that certain lot, tract or parcel of land situated in the C.M. Throop Survey, Abstract Number 1510, the W. Medlin Survey, Abstract Number 1958 and the Joseph Henry Survey, Abstract Number 742, Tarrant County, Texas, and being part of that certain tract of land described as Tract 2B in deed to Maguire Partners - Solana Land, L.P., recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 1/2" capped rebar found stamped "Huitt & Zolars" at the southeast corner of Lot 1, Block 1, Westlake/Southlake Park Addition No. 1, an addition to the Town of Westlake according to the plat thereof recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas, and being on the southerly right-of-way line of State Highway 114; THENCE S 89°27'05" W, 2132.54 feet, to a 5/8" capped rebar found stamped "Carter & Burgess" at the northwest corner of Lot 2, Block 1 of said Westlake/South Park Addition No. 1; THENCE S 51 °27'05" W, 1000.00 feet, to a 5/8" capped rebar found stamped "Carter & Burgess" at the westerly northwest corner of said Lot 2; THENCE S 00°32'55" E, 168.65 feet, to a 5/8" capped rebar found, being on the northeasterly line of Kirkwood Boulevard, as described in deed, recorded in document number D208427746 of the Deed Records of Tarrant County, Texas; THENCE with the North line of said Kirkwood Boulevard the following seven (7) courses and distances: With the arc of a curve to the left, having a radius of 1428.00 feet, a central angle of 9°12'55", an arc length of 229.68 feet, and whose chord bears N 48°26'34" W, 229.43 feet, to a 1/2" capped rebar found stamped "Graham"; N 53°03'02" W, 32.60 feet, to a 1/2" capped rebar found stamped "Graham'; With the arc of a curve to the right, having a radius of 612.00 feet, a central angle of 18°54'50", an arc length of 202.03 feet, and whose chord bears N 43°35'38" W, 201.11 feet, to a 1/2" capped rebar found stamped "Graham"; With the arc of a curve to the right, having a radius of 812.00 feet, a central angle of 24°06'48", an arc length of 341.74 feet, and whose chord bears N 22°04'51", 339.22 feet, to a 1/2" capped rebar found stamped "Graham"; N 10 24-01'27" W, 132.24 feet, to a 1/2" capped rebar found stamped "Graham"; With the arc of a curve to the left, having a radius of 708.00 feet, a central angle of 45'43'19", with an arc length of 564.98 feet, and whose chord bears N 32°53'07" W, 550.11 feet, to a 1/2" capped rebar found stamped "Graham"; N 55044'46" W, 190.40 feet, to a 1/2" capped rebar set stamped "G&A Consultants" at the south end of a corner clip at the intersection of said Kirkwood Boulevard and the easterly line of Precinct Line Road as described in deed, recorded in document number D 208427746 of the Deed Records of Tarrant County, Texas; THENCE N 09029'49" W, 21.47 feet, to a 1/2" capped rebar set stamped "G&A Consultants" at the north end of said corner clip; THENCE along the east line of said Precinct Line Road, the following three (3) courses and distances; With the are of a curve to the left, having a radius of 1432.50 feet, a central angle of 16°09'58", an arc length of 404.18 feet, and whose chord bears N 26°29'01" E, 402.84 feet, to a 1/2" capped rebar set stamped "G&A Consultants"; N 18024'02" E, 185.45 feet, to a 1/2" capped rebar found stamped "Graham"; N 16030'10" E, 322.56 feet, to a 1/2" rebar found at the south end of a corner clip at the intersection of said Precinct Line Road and State Highway 114; THENCE N 59033'30" E, 44.59 feet, to a 5/8" rebar found in concrete, at the north end of said State Highway 114; THENCE along the south line of said State Highway 114, the following eight (8) courses and distances; S 71 °36'30", 254.55 feet, to a Brass Texas Department of Transportation (TxDot) Monument found; Resolution 13-34 Pagel of 3 S 77°59'00" E, 746.74 feet, to a Brass TxDot Monument found; S 71°36'25" E, 1443.85 feet, to a Brass TxDot Monument found; S 63°07'25" E, 404.34 feet, to a Broken Brass TxDot Monument; With the arc of a curve to the right, having a radius of 2709.79 feet, a central angle of 8'19'09", an arc length of 393.46 feet, and whose chord bears S 58°57'40" E, 393.11 feet, to a Brass TxDot Monument found; S 54048'10" E, 399.24 feet, to a Broken Brass TxDot Monument; S 64052'25" E, 56.55 feet, to a 5/8" capped rebar found stamped "Huitt & Zolars' ; With the arc of a curve to the right, having a radius of 2754.79 feet, a central angle of 2°13'56", an are length of 107.33 feet, and whose chord bears S 43°46'50" E, 107.32 feet, to the POINT OF BEGINNING and containing approximately 85.921 acres of land. 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F VGVUIN3 aermra:va e:suuxaoauxwaxx+c•a ••.:am way+ SVX31'AIFI10_ LWNdbl � � . s:uxrua.i•x vw>wdfmsxn •v+rn vw 31Vi1S3M �O NAtOt 9� � I CG `4 6581 ON 1^VS1S6b A3ASfS NI'IC3W M � O: ti.Sl ON _ObU1S8v •A3nN(iS �ONN1 1V'a I M �T si i s"6— sNo1133s13381s }� .� vovaiNa � Ns.� s�W IT 4 em-x CO 3 o� rl ki � L c 5z 3 _ d — _ - lY H! 2 r o M 1 � i J m N W r r. r r r •• Prepared for: The Village Company 6750 Hillcrest Plaza Suite 325 Dallas, Texas 75230 Prepared by: Texas Registered Engineering Firm F-3199 Engineers • Planners 400 South Houston Street Suite 330 • Union Station Dallas, Texas 75202 Phone: 214-748-6740 Fax: 214-748-7037 June 6, 2013 DeShazo #12187 Exhibit D Page 1 of 22 Resolution 13-34 r %«raJull�u�� i/� �.Traffic. Transportation Planning. Parking. Design To: Michael Beaty The Village Company From: DeShazo Group, Inc. Date: June 6, 2013 Re: A Traffic Impact Analysis for Westlake Entrada & Granada, a Proposed Mixed -Use Development in Westlake, Texas (DeShazo #12187) The services of DeShazo Group, Inc. were retained by The Village Company to conduct a Traffic Impact Analysis and Access Assessment for Westlake Entrada, a proposed mixed -use development located at the intersection of SH 114 and Davis Blvd. (FM 1938) and Granada, an 84-unit single-family development located south of Solana Boulevard in Westlake, Texas (see Exhibit 1). The DeShazo Group is an engineering consulting firm providing licensed engineers skilled in the field of traffic & transportation engineering. This study will examine the potential traffic generated by the proposed development plan and will determine the general availability of access and roadway capacity available to serve it. This report will be provided to City of Westlake staff (Staff) and TOOT for review to fulfill the associated requirements of the local approval process. • , • • • - • ! - - • • - The proposed Granada development includes 84 single-family dwellings and could be complete as early as 2016. The proposed Entrada development consists of over 1,745,000 sf of office, retail, residential and related uses and is proposed to be fully developed by the end of 2020. Exhibit 2 offers a conceptual site plan for the proposed developments. Roadways and Accessibility The following existing roadways will provide primary (direct) access to the subject site and are included in the study area: • SH 114 Frontage Roads o Existing Configuration: 2/3-lane, undivided roadways with additional left- and right -turn lanes at major intersections. • Davis Blvd. (FM 1938) o Existing Configuration: a 6-lane, divided roadway south of SH 114 ® Solana Boulevard / Kirkwood Boulevard o Existing Configuration: a 6-lane, divided roadway east of Davis Blvd. (FM 1938) and west of SH 114 w/ a short section of 2-lane, undivided between o Master Thoroughfare Plan Designation: Major Arterial; 6-lane, divided roadway 400 South Houston Street, Suite 330 Dallas, Texas 75202 P214.748.6740 F. 214.748.7037 www.deshazogroup.com Exhibit D Page 2 of 22 Resolution 13-34 The following intersections will also be included in the impact analysis: • The SH 114 EBFR @ Davis Blvd. (FM 1938), • The SH 114 WBFR @ Davis Blvd. (FM 1938), • The SH 114 EBFR @ Solana Blvd. (FM 1938), • The SH 114 WBFR @ Kirkwood Blvd. (FM 1938), • Davis Blvd. (FM 1938) @ Solana Boulevard, • Davis Blvd. (FM 1938) @ one site driveway and • Solana Blvd at three site driveways. The TIA presented in this report will analyze the operational conditions for the peak hours and study area as defined above using standardized analytical methodologies where applicable. It will examine current traffic conditions, future background traffic conditions and future traffic conditions with the proposed project fully developed and operational. Once current traffic information was collected, future background volumes were developed by applying an annual growth rate to the existing count data. Then, the traffic generated by the proposed development was projected using the standard four -step approach: Trip Generation, Mode Split, Trip Distribution and Traffic Assignment. By adding the site -generated traffic to the future background traffic, the resulting traffic impact to operational conditions may be assessed from which mitigation measures may be recommended. Existing Traffic Volumes Existing peak hour traffic volumes were collected in the study area on December 11th, 2012. These volumes are shown in Exhibits 3 and 4. Detailed traffic counts can be found in the Appendix. Site -Related Traffic Volumes Trip Generation and Mode Split Trip generation for the Project was calculated using the Institute of Transportation Engineers (ITE) Trip Generation manual (8th Edition). ITE Trip Generation is a compilation of actual traffic generation data by land use as collected over several decades by creditable sources across the country and it is accepted as the standard methodology to determine trip generation volumes for various land uses where sufficient data exists. While it is normally assumed that the characteristics inherent to the ITE trip rates will adequately reflect the travel/made choices associated with a proposed development, a mixed -use development often displays special trip generation characteristics. Reductions for internally captured trips and diverted or pass -by traffic should be considered. For this study, reductions for 'internally captured or satisfied' trips have been taken. Values to account for trips that are "internally satisfied" (trips that do not utilize the surrounding area roadway network) were obtained using methodologies outlined in the ITE Trip Generation Handbook. Reductions were applied to the PM peak hour for the mixed-use/retail and residential land uses. The reductions account for pedestrian and/or vehicular trips that do not utilize the external roadways. Reductions were not applied for pass -by traffic or transit services in the area. A summary of the daily and PM Peak internal capture reductions for the proposed development is provided in Exhibit S. A summary of the site -related trips calculated for the proposed building program is provided in Table 1. The appropriate ITE Trip Generation Manual-8`' Edition excerpts are provided in the Appendix. Exhibit D Page 3 of 22 Resolution 13-34 Table 1 Westlake Granada & Entrada Trip Generation Land Use Quantity Daily Traffic Total AM Peak Hour In Out Total PM Peak Hour In Out 210 Single -Family Detached (Granada) 84 DU 886 69 17 52 90 57 33 210 Single -Family Detached 60 DU 650 52 13 39 66 42 24 230 Condominium/Townhouse 262 DU 1,487 112 19 93 132 88 44 254 Assisted Living 80 Beds 213 11 7 4 18 8 10 311 All -Suites Hotel 120 Rooms 749 58 39 19 32 13 19 710 General Office 262,200 SF 2,802 406 357 49 372 63 309 720 Medical/Dental Office 214,500 SF 8,556 493 389 104 552 149 403 730 Government Office Bldg 20,800 SF 1,434 122 102 20 25 8 17 814 Specialty Retail 192,250 SF Sub Totals* 8,262 24,153 - 1,254 926 - 328 483 1,679 213 584 270 1,095 Internally Captured Trips* 2,316 0 0 0 132 66 66 Totals* 21,837 1,254 926 328 1,546 518 1,029 * includes Entrada traffic only, Granada traffic will be included in background traffic due to its early completion Trip Distribution and Assignment Traffic generated by the proposed Entrada development at site buildout conditions was distributed and assigned to the study area roadway network using professional judgment to interpret the traffic orientation characteristics of existing traffic volumes in the study area and a technical understanding of the available roadway network. Exhibits 6 and 7 illustrate the approach and departure percentages assumed for Entrada site -generated traffic in this study. Traffic Volumes Determination of the traffic impact associated with the Entrada Project is measured by comparing the change in operational conditions before and after site -related traffic is added to the roadway system. This involves the development of traffic volumes that include both background and site -related traffic. The site - generated traffic was calculated by multiplying the trip generation values (from Table 1) by the corresponding traffic approach and departure orientations (Exhibits 6 and 7). The resulting peak -hour site - generated traffic volumes of the Project are summarized in Exhibits 8 and 9. Future Background Traffic Volumes The standard procedure for determining the future background or non -site -related traffic involves several steps. The first is to determine an average annual growth rate for the roadways in the study area. The second is to determine a buildout or horizon year for the analysis. Finally, the existing traffic volumes are factored using the assumed annual growth rate for the selected number of growth years. For this project, we have assumed a horizon/buildout year of 2020 and that an average annual growth rate of 3% will occur each year for the next 8 years. In addition, the estimated traffic for the Granada development, which will be completed well before the 2020 horizon year used for the Entrada analysis, was added to the existing roadway system. Applying the 3%/year growth factor to the existing traffic volumes and adding the Granada traffic yields the 2020 background volumes shown in Exhibits 10 and 11. Exhibit D Page 4 of 22 Resolution 13-34 Future Background Plus Site Traffic Volumes Adding the new site -related traffic from Exhibits 8 and 9 to the 2020 background traffic volumes shown in Exhibits 10 and 11 yields the total peak period traffic volumes at the Project buildout year shown Exhibits 12 and 13. Access Assessment The access assessment portion of this study will examine two major areas: 1) The spacing between the proposed access points and adjacent access points and 2) The need for acceleration / deceleration lanes based on the projected turning movements at the proposed access points. Access Point -to -Access Point Spacing The TxDOT Access Management Manual requires 305' between access points on a two-way facility with a posted speed limit of 40 mph as is the case on Davis Blvd. (FM 1938) in the area of the proposed development (see Appendix). The site plan (Exhibit 2) shows that Driveway 1 is located approximately 530' south of the SH 114 frontage road. Therefore, the access point spacing requirements are satisfied on all TxDOT facilities. The City of Westlake controls the access spacing on Solana Blvd and requires 250' between a major intersection and a limited -access (right -in -right -out) drive on a major arterial, 500' between a major intersection and a full -access (left -in -left -out) drive on a major arterial and 250' between adjacent driveways on a major arterial. Applying these criteria to the proposed site plan (Exhibit 2), we find that all of the driveways meet the minimum physical spacing requirements, but we recommend that the median opening shown at Driveway #2 on Solana Blvd be relocated to Driveway #3. This will maintain two full -access driveways on Solana Blvd and will meet the City's driveway type spacing requirements. Auxiliary Lane Assessment The portion of the access assessment will examine the need for auxiliary or turn lanes based on the projected turning movements at the proposed access points. Both TxDOT and the City of Westlake require that auxiliary turn lanes be provided when the turning movements exceed 50 vehicles per hour for left or right turns on a roadway with a speed of 40 mph or less (see Appendix). Applying the volume threshold standard to the proposed site traffic (Exhibits 10 and 11) shows that auxiliary right turn lanes are required at all site driveways and auxiliary left turn lanes are required at Driveways 3 and 4. Analysis Methodology Traffic operational conditions for unsignalized and signalized roadway intersections are quantitatively measured in terms of average delay per vehicle in a one -hour period through the intersection as a function of roadway capacity and operational characteristics of the traffic signal. The standardized methodology applied herein was developed by the Transportation Research Board as presented in the Highway Capacity Manual (HCM). HCM also qualitatively rates the overall delay conditions in terms of "Level -of -Service" (LOS) ranging from "A" (free -flowing conditions) to "F" (over -capacity conditions). Generally, LOS D or better is considered an acceptable condition for intersections in urban and suburban areas. Summary of Results The intersection capacity analyses presented in this study were performed using the Synchro 7 software package. Table 2 provides a summary of the intersection operational conditions during the peak periods under the analysis conditions presented previously. Detailed software output is provided in the Appendix. The findings are as follows: Existing (2012) Conditions The following assumptions were included as part of the existing conditions analysis: Exhibit D Page 5 of 22 Resolution 13-34 • The traffic volumes collected in December of 2012 are representative of average daily traffic levels, • The traffic signal at SH 114 and Davis Blvd. (FM 1938) is operational, • All other intersections are STOP -controlled and • The existing 2-lane portion of Solana Blvd between Davis Blvd. (FM 1938) and SH 114 will be completed to its full 6-lane cross-section as part of the development of the proposed project. As Table 2 indicates, the intersections of Solana at Davis Blvd. (FM 1938) and SH 114 at Davis Blvd. (FM 1938) operate at acceptable levels during the morning and afternoon peak periods with future background traffic. The unsignalized intersections of Solana and Kirkwood at SH 114, however, fail during the peak periods and display excessive delays. A traffic signal is need at the intersections of Solana and Kirkwood at SH 114 in order to provide acceptable levels of service to all movements during peak periods. A full traffic signal warrant study should be completed for this location. Future (2020) Background Conditions The following assumptions were included as part of the future background conditions analysis: • The proposed project will be fully developed by the end of the year 2020 • The traffic volumes collected in December of 2012 have been increased by 3% per year for eight years to reflect the normal growth in the study area and represent average daily traffic levels for the year202O • The traffic signal at SH 114 and Davis Blvd. (FM 1938) is operational • The intersections of Solana and Kirkwood at SH 114 are STOP -controlled • The existing 2-lane portion of Solana Blvd between Davis Blvd. (FM 1938) and SH 114 will be completed to its full 6-lane cross-section as part of the development of the proposed project • All of the 84-unit Granada residential development south of Solana will be in place and this traffic is included in the background volumes. As Table 2 indicates, the intersections of Solana at Davis Blvd. (FM 1938) and SH 114 at Davis Blvd. (FM 1938) operate at acceptable levels during the morning and afternoon peak periods with future background traffic. The unsignalized intersections of Solana and Kirkwood at SH 114, however, fail during the peak periods and display excessive delays. A traffic signal is need at the intersections of Solana and Kirkwood at SH 114 in order to provide acceptable levels of service to all movements during peak periods. A full traffic signal warrant study should be completed for this location. Future (2020) Background Plus Site Conditions The following assumptions were included as part of the future background plus site conditions analysis: • The proposed project will be fully developed by the end of the year 2020 • The traffic volumes collected in December of 2012 have been increased by 3% per year for eight years to reflect the normal growth in the study area and represent average daily traffic levels for the year 2020 • The traffic signal at SH 114 and Davis Blvd. (FM 1938) is operational • The intersections of Solana and Kirkwood at SH 114 are signalized • The existing 2-lane portion of Solana Blvd between Davis Blvd. (FM 1938) and SH 114 will be completed to its full 6-lane cross-section as part of the development of the proposed project. • All of the 84-unit Granada residential development south of Solana will be in place As Table 2 indicates, traffic signals will be needed at the intersections of Solana @ SH 114, Kirkwood @ SH 114, Solana @ Davis and Solana @ Driveway 4/Granada Trail in order to provide acceptable levels of service to all movements during peak periods. Full traffic signal warrant studies should be completed for these locations. Exhibit D Page 6 of 22 Resolution 13-34 Table 2 Intersection Levels of Service Results 2020 2012/2013 Background Background + Site Intersection AM PM AM PM AM PM SH 114 WBFR at Davis B (13.6) B (13.0) B (10.3) C (23.8) B (12.4) C (34.9) Boulevard SH 114 EBFR at Davis B (13.2) B (13.4) B (12.8) C (26.7) B (14.8) D (43.9) Boulevard EBL A (8.3) C (18.6) A (8.7) D (26.2) A (9.5) F (54.8) EBTR A (7.4) A (9.2) A (7.9) A (9.7) A (8.9) B (12.8) WBL A (9.0) B (12.0) A (9.9) B (14,2) B (12.0) D (25.7) Davis Boulevard WBTR A (7.8) B (10.2) A (8.2) B (11.2) A (9.2) F (55.0) @ Solana NBL A (76) A (9.5) A (7.8) A (9.8) A (8.5) B (11.7) Boulevard NBTR A (8.3) C (17.1) B (10.1) D (26.3) B (11.5) F (670) SBL A (8.0) A (9.6) A (8.3) B (10.2) C (15.8) C (22,4) SBTR B (10.1) B (12.5) B (11.9) B (15.0) B (13.3) C (20.4) w/signal A (8.5) C (28.4) N BT A (9.7) B (11.2) B (10.1) B (11.6) C (15.3) B (13.5) N B R A (8.4) B (10.4) A (6.5) B (11.7) A (6.5) C (174) SH 114 EBFR @ SBL B (11.1) E (39.9) B (14.5) E (46.6) C (16.1) F (138.4) Solana SBT C (18.6) A (9.4) E (36.7) B (11.1) F (178.2) B (14.2) Boulevard EBL B (12.4) B (10.1) C (21.1) B (11.6) C (15.3) B (12.0) EBTR A (9.9) A (10.0) B (14.8) A (9.6) F (72.8) B (10.5) w/signal 8 (14.0) C (22.9) 8 (13.2) 8 (20.0) 8 (15.1) C (28.6) NBL B (15.0) D (34.0) B (14.5) F (51.2) C (16.1) F (119.4) NBT B (13.3) A (9.6) C (15.8) A (9.9) C (19.3) B (10.1) SH 114 WBFR SBT B (12.2) D (28.5) B (12.6) F (52.4) B (13.7) F (71.1) @ Kirkwood SBR A (8.8) A (70) A (6.2) A (70) A (6.2) A (72) Boulevard WBL C (17.8) C (15.3) E (47.3) D (29.7) F (281.7) C (22.0) WBTR F (59.0) F (66.0) F (95.1) E (39.4) F (455.6) F (138.8) w/signal 8 (16.4) C (28.3) 8 (16.8) C (29.0) C (23.3) D (39.4) Davis Boulevard WBR A (9.8) E (37.7) @ Driveway 1 Solana Boulevard @ SBR A (9.4) B (10.9) Driveway 2 Solana EBL A (9.5) B (10.3) Boulevard @ SBL C (18.7) C (19.1) Driveway 3 SBR A 9.9 ( ) B (11.1) EBL B (10, 8) A (9.8) WBL A (8.0) A (7.7) A (8.0) A (7.8) Solana NBL B (11.3) B (11.3) C (22.9) D (30.2) Boulevard @ Driveway 4/ NBTR A 9.1 ( ) A (8.7) A (9.1) A ($.8) Granada Trail SBL D (33.1) F (140.0) SBTR B (11.1) B (11.8) w/signal 8 (15.0) 8 (16.4) Exhibit D Page 7 of 22 Resolution 13-34 Conclusions and Recommendations This report has examined the access and traffic impact of Westlake Entrada (a proposed mixed -use development in Westlake, Texas) on the adjacent roadway system. The findings indicate the following (please refer to Exhibit 14): 1) The median opening and associated eastbound left turn lane shown at Site Driveway #2 should be relocated to Site Driveway #3, 2) Auxiliary lanes are required at Driveways #1, 2, 3 and 4, 3) the intersection of Davis Blvd. (FM 1983) and Solana Blvd should be studied for possible signalization as part of the proposed Entrada development, 4) the intersection of SH 114 and Solana Blvd/Kirkwood Blvd should be studied for possible signalization now, 5) Solana Blvd should be widened to its full 6-lane, divided cross-section upon commencement of development and 6) The intersection of Solana Blvd and Site Driveway #4/Granada Trail should be studied for possible signalization and the signal should be constructed as part of the project development. NOTE: Recommendations for public improvements within the study area presented in this report reflect the opinion of DeShazo based solely upon technical analysis and professional judgment and are not intended to define, imply, or allocate funding sources nor required improvements. Applicable legal precedent indicates that the Owner of a Project should only be required to proportionately fund necessary infrastructure improvements that are directly attributable to implementation of the Project. Such requirements will depend upon the individual circumstances of each project that may be viewed differently by each particular agency/municipality. END OF MEMO Exhibit D Page 8 of 22 Resolution 13-34 EXHIBIT 1 DeShazo Group EXHIBIT' Exhibit D Page 9 of 22 Resolution 13-34 . . . ...... . > > ftwp 7 00 "1 > Exhibit D Resolution 13-34 SN 1?5 e 09Ja W=1 Exhibit D Page 11 of 22 Resolution 13-34 65 cab Exhibit D Page 1 Resolution 13-34 80 Exitto External PM Peak Hour Mufti -Use Trip Generation Reductions Exit to External 30 190 Enter from External Land U. A: Retail Size: 1l4,1.,Z% SF Total Internal External r ',M23 190 [!% "2'Pk) 40 230 l 483 63 420 100% 13% 87% /[;D;emd Demand Balancced Demand 12h 32 Demand 32 Balanc:\=andd ed Demand Site: 497,`Xf SF Demand Balanced %Demand -al Internal External 0vs 0 0 0 0 9't 122 9 15 934 2% LS 2sa 3 )% 2% 98% Demand Balanced %Demand Land UseC Residential Size: 44,,f DU Total Internal I External Enter TO 35 108 Exit 44 19 67 Total 230 54 176 lOD% 24% 76% Net External Trips for Multi -Use Development Retail Orfice Residential Total Enter 190 212 108 510 E.ill 230 722 67 11019 Total 420 934 176 1,530 Sin le -Use Trip Gen. Est, 483 949 230 1,662 "Obtained from the 2DD4 ?rip Genaroore Horldbonk (2'"' Edition): A, ITE Proposed eecommendetl Practice. Daily Multi -Use Trip Generation Reductions Internal Capture: 8% Land Use A: Retail Exitto [xternal Size 'P12„4."xF,M SF Total InternEnter s4,;1217. 53,Exit 4„k":ii; 578ND- 8,262 1,115l % 100% 13%4';4 ]65 g27fi72Demand Dend165 7=F1 124Total 372Balanced alancedr95Y.'M ] 40]3N?~'iDemaDemand Demand Land Use ©: CYifice Land Use C: Residential 80 Beds 213 11 7-2] R 18 8[-21-RC[-11 Exit to external Size' dVO,1'00 SF Demand Balanced 96 Demand Size: 44,2 DU Enter, from Exeernat 6,188=�3 al Internal External bN„ o �o a5r,. o Total Internal External 946 66 12'4 6, 272 Enter 6°44TS 497 946 3 2086,188Exit y„443 372 1,071 6, 272 92 332 — 12,460 zx tza 43 3% 43 Total 2,886 8692,017_o Enter trom External3% 97% Demand Balanced iDemand % 100% 30% 70% Exitm External Net External Trios for Multi -Use Development Retail Otfice Residential Total Enter 3,594 6,272 946 10,812 Exit 3,553 6,188 1,071 10,812 Total 7,147 12,460 2,1117 21,624 Single U,rTri. Gen, Est,j 8,262 12,792 2,886 23,940 'Ob[a'.ned from the 20p4(ic GenerationH b.k(2"° EditionlArlrEPx,p 1Recommended Practice. Internal Capture: SO% DeShazo Group EXHIBIT 5 Daily and PM Peak Internally Captured Trip Calculations Exhibit D Page 13 of 22 Resolution 13-34 SI Exhibit D Resolution 13-34 Page 14 of 22 I Exhibit D Resolution 13-34 S•'_ M v 31 a Exhibit D Page 16 of 22 Resolution 13-34 ams a Exhibit D Resolution 13-34 Exhibit D Resolution 13-34 I Exhibit D I Resolution 13-34 Exhibit Page 2Oof22 Resolution 13-34 Exhibit Resolution 13-34 Wil G&A CONSULTANTS, INC. 682-831-9712 FIRM NO. 1798 ENGINEER'S OPINION OF PROSABLE COST 3 Lanes with Turn Lanes and Signage Project No. 12123 Date: May 15, 2013 SHEET 1 OF 1 TEM NO. ITEM DESCRIPTION UNIT PLAN CITY UNIT PRICE TOTAL COST Exul M,Street Excavation M Material For Stabilization M.8" Concrete Pavement Remove Existing stripes TYP II-C-R Pavement Markers M�Erosion Control 0#6 It ;'Traffic Control �Recessecl Curb Inlets Junction Box $41f it mom M11 WTrench Safety _Landscape TOTAL PROJECT COST, Exhibit s MARY LOUISE GARCIA COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 TOWN OF WESTLAKE 3 VILLAGE CIRCLE #202 TOWN OF WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE 'rY By: DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 11/22/2013 12:50 PM D213300742 Instrument #: D213300742 RESOL 21 PGS $92.00 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.