HomeMy WebLinkAboutOrd 360 Approving a Developers Agreement with WB Texas Resort Communities, L.PTOWN OF WESTLAKE, TEXAS
ORDINANCE NO. 360
AN ORDINANCE OF THE BOARD OF ALDERMEN OF THE TOWN OF
WESTLAKE, TEXAS, APPROVING A DEVELOPERS AGREEMENT WITH
WB TEXAS RESORT COMMUNITIES, L.P. FOR THE DEVELOPMENT OF PD
3-1.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
THE TOWN OF WESTLAKE, TEXAS:
SECTION 1: The Board of Aldermen of the Town of Westlake, Texas, does
hereby approve a developers agreement with WB Texas Resort Communities, L.P.
attached hereto as Exhibit A.
PASSED AND APPROVED ON THIS 27TH DAY OF APRIL 2000.
Scott Bradley, Mayor r
ATTEST:
in r Crosswy, To ecretary Trent Petty, Town M ger
APPROVED AS TO FORM:
Approved by Town of Westlake
Ordinance No. 360
WB TEXAS RESORT COMMUNITIES, L.P.
SUBDIVISION IMPROVEMENT AGREEMENT
Agreement between the Town of Westlake, Texas, (the "Town"), WB Texas Resort Communities,
L.P. (the "Developer"), as sole owner and developer of property generally located on the west side of
Precinct Line Road south of Dove Road and as more particularly described in Exhibit "A", attached
hereto and incorporated herein by reference, and Hillwood Services, L.P. (the "Off -Site Developer").This
Agreement concerns the development of a residential and golf course community approved on December
13, 1999, by Ordinance No. 341 for Planned Development District No. 3-1 ("PD 3-1 "), more commonly
known as the "development" and provisions for the installation of certain public improvements (both on-
site and off-site necessary 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 3-1 as has been detennined by the
submittal and approval of the Developer's preliminary plat approved on March 27, 2000, by Ordinance
No. 355.
SECTION 1A. GENERAL REQUIREMENTS FOR THE DEVELOPER
A. Completion Date of Development. The Developer covenants with the Town that all
required public improvements to be completed by the Developer hereunder shall be
completed no later than five (5) years following the date upon which this Agreement is
approved by the Board of Aldermen.
B. Completion of Agreement. This Agreement shall not be considered as complete until three
(3) sets of record drawings and one (1) set of sepias for all streets and utilities including
street lighting in the development, certified by the Developer Engineer, are filed with the
Town Engineer.
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C. 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 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
acceptance of the improvements letter shall be filed of record in the Deed Records of Tarrant
County, Texas as evidence thereof.
D. Maintenance Security for Paviniz and Drainage Improvements on Precinct Line Road. The
Developer shall assign to the Town the maintenance bond, provided by the general
contractor acceptable to the Town Attorney, that guarantees maintenance of the paving and
drainage improvements on Precinct Line Road as required by this Agreement for a period
of not less than two (2) years following acceptance by the Town Engineer of said
improvements. The bond shall be in the amount of 100 percent of the costs of the
maintenance of the improvements in Precinct Line Road for this period as reasonably
determined by the Developer and the Town.
E. Security for Completion of Public Improvements and Residential Lots. The Developer shall
obtain a performance bond with the Town as a 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
promises and conditions contained herein. The bond amount shall be reduced on a prorata
basis as the improvements are accepted by the Town Engineer as evidenced by a letter of
acceptance.
F. Temporary Improvements. If temporary improvements related to this development are
required by existing ordinance, statute or federal law, the Developer shall enter into and file
a separate improvements agreement and escrow, or 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 access to the
golf course portion of the development. Any temporary road or roads to be constructed by
the Developer to provide temporary access to the golf course portion of the development
must comply with Town standards.
G. Developer Engineer. The Developer must employ a civil engineer, architect or landscape
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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 approved by
the Town. The contractor must meet the Town regulatory standards and statutory
requirements for being insured, licensed and bonded to do work in public streets and/or
public projects, and to be qualified in all respects to bid on public streets and upon public
projects of similar nature, as the case may be.
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. U keg of Property While in Development. The Developer will be responsible for
mowing all grass and weeds and otherwise reasonably maintaining all land within the
development which has not been sold to third parties. After fifteen (15) days written
notice, should the Developer fail in this responsibility, the Town may contract for this
service and bill the Developer for reasonable costs. Should the costs remain unpaid for
34 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 o separate instrument.
L. Homeowners Association. The Developer shall establish a Homeowners Association for
the development with By-laws and regulations consistent with this Agreement, the Town
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 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. Membership shall be mandatory for all homeowners. The
Homeowners Association shall establish an architectural control committee. In addition,
the Developer and the Homeowners Association shall be responsible for maintaining all
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private streets, private utilities and private and public common areas, open spaces and
facilities, and for enforcing the restrictions, covenants, and conditions; but the Town also
shall have the right to enforce the restrictions, covenants, and conditions following 30
day notice issued by the Town in the event Developer or Homeowners Association fails
to perform.
SECTION 1B. GENERAL REQUIREMENTS FOR THE OFF-SITE DEVELOPER
A. Completion Date of Development.° The Off -Site Developer covenants with the Town
that all required public improvements to be constructed by the Off -Site Developer shall
be completed no later than five (5) years following the date upon which this Agreement is
approved by the Board of Aldermen.
B. Completion of Agreement. This Agreement shall not be considered as complete until
three (3) sets of record drawings and one (1) set of sepias for all streets and utilities,
including street lighting, in the development certified by the Off -Site Developer engineer,
are filed with the Town Engineer.
C. Maintenance Security for Paving and Drainage Improvements on Dove Road. The Off -
Site Developer shall assign to the Town the maintenance bond provided by the general
contractor acceptable to the Town Attorney that guarantees maintenance of the paving
and drainage improvements on Dove Road as required by this Agreement for a period of
not less than two (2) years following acceptance by the Town of said improvements. The
bond shall be in the amount of 100 percent of the costs of the maintenance of the
improvements for this period as reasonably determined by the Off -Site Developer and the
Town.
D. Security for Completion of Public Improvements. The Off -Site Developer shall obtain a
performance bond with the Town as co -obligee from the general contractor and
subcontractors to insure the completion of the required public improvements to be
completed by the Off -Site Developer, as stipulated in this Agreement, and assign such
performance bonds to the Town or cause the Town to be a co-obligec. 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 promises and conditions contained herein.
E. Off -Site Developer Engineer. The Off -Site 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 design and
construction of all improvements to be constructed by the Off -Site Developer covered by
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this Agreement.
F. Contractor Approval. On all public improvements for which the Off -Site Developer
awards its own construction contract(s), the Off Site Developer must employ a
construction contractor who is approved by the Town. The contractor must meet 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 to be qualified in all
respects to bid on public streets and upon public projects of similar nature, as the case
may be.
G. Responsibilily for Contractor/Subcontractor Fees. On all public improvements for which
the Off -Site Developer awards its own construction contract(s) or subcontracts, the Off -
Site Developer shall be responsible for all costs incurred in the procurement of such
services, labor and materials.
H. Dedication of Property. If required by the Town Engineer, any dedication to the Town of
real property, including right-of-way and easements, shall include a metes and bounds
description.
1. Disannexation. Prior to the execution and filing of the final plat, the Off -Site Developer
shall cause the development to be disannexed from the Circle T Municipal Utility District
No. 2., including any and all successor entities.
Indemnification Requirements. The Off -Site Developer agrees to indemnify and
hold harmless the Town of Westlake, its officials, officers, agents and employees
from and against any and all claims, losses, damages, causes of action, suits and
liabilities of every kind, including all expenses of litigation, court costs and attorneys
fees for injury to or death of any person or for the damage to any property arising
out of or in connection with the negligent design or construction of the
improvements to be constructed by the Off -Site Developer. Such indemnification
shall not apply where the claims, losses, damages, cause of action, suits or liability
arise solely from the negligence or willful act(s) of the Town. Such indemnification
shall not apply to any claim, loss, damage, cause of action, suit, or liability that
arises more than two (2) years after the Town's written approval and acceptance of
the improvement constructed by the Off -Site Developer. The indemnification
obligations in this section shall continue beyond any termination of this Agreement.
SECTION 2A. CONSTRUCTION PROCEDURES FOR THE DEVELOPER
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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 Town engineering standards.
B. Preconstruction Conference. A preconstruction meeting for the construction of the
improvements to be completed by the Developer between the Developer, the Off -Site
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.
2. All required plans and contract documents, if any, shall have been completed and
filed with the Town.
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 either the final plat or by separate instrument.
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.
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.
b. 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 co-insured, prior to the
WS TEXAS RESORT COMMUNITIES, L.P. 6
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's construction standards and specification and engineering standards. 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 the golf
course phase of the development upon the earlier date of the Town Engineer issuing
comments from his initial review of the Engineering Plans or not sooner than ten (10)
days following submission of the Engineering Plans, which shall include the Golf Course
Mass Grading Construction Plans. The Developer may commence excavation for
residential development upon the earlier 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 Phase I
Residential Mass Grading Construction Plans.
SECTION 2B. CONSTRUCTION PROCEDURES FOR THE OFF-SITE DEVELOPER
A. En ing Bering Standards. The Off -Site Developer covenants that all public works
projects and improvements to be completed by the Off -Site Developer shall be
constructed in accordance with the Town engineering standards.
B. Preconstruetion Conference. A preconstruction meeting for the construction of the
improvements to be completed by the Off -Site Developer between the Developer,
the Off -Site Developer and the Town Engineer is required. The Off -Site Developer
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 comply with all applicable
ordinances, rules and regulations.
C. Conditions Prior to Construction. Prior to authorizing construction, the Town
Engineer shall he satisfied that the following conditions have been met:
1. All required plans and contract documents, if any, shall have been completed
and filed with the Town.
WB TEXAS RESORT COMMUNITIES, L.P.
2. All necessary off-site easements or dedications required for public facilities and
improvements shown on the approved preliminary plat or final plat shall have
been conveyed solely to the Town by either the final plat or by separate
instrument.
3. 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.
4. 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.
5. All applicable fees must be paid to the Town.
6. The Off -Site 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 co-insured
prior to the commencement of any work on the improvements to be constructed
by the Off -Site Developer.
D. Inspections. Construction of all improvements to be completed by the Off -Site
Developer shall be subject to periodic inspections by the Town Engineer or the Town
Engineer's designee. The Off -Site Developer shall be responsible for completing
and/or correcting public improvements completed by the Off -Site Developer not
constructed in accordance with the Town's construction standards and specifications
and engineering standards. Any change in design required during construction shall
be reviewed and approved by the Town Engineer.
SECTION 3A. DEVELOPER'S IMPROVEMENTS
A. Open Space Corridor:
Land Dedication. The Developer covenants to dedicate or cause to be dedicated
to the Town an amount of acreage to be subsequently determined by the Town
and attached hereto as Addendum No. 1 as situated and indicated in the Town
approved Preliminary Plat to be verified by metes and bounds description. Said
dedication of fee simple title and interests shall be made prior to the acceptance
of any improvements within the development and must be made with a metes
and bounds description. The acreage contemplated in this subsection shall be
used as a public open space corridor (the "Corridor") pursuant to Section 14 of
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the Town's Subdivision Regulations or as modified by PD 3-1.
Obligations of Improvements:
(a) The Developer shall obtain a Town approved Landscape Plan that
includes all open space corridor improvements and dedications based
on the Town's Open Space Plan and Standards; as modified by PD 3-1.
(b) The Developer shall construct, maintain and be responsible for any and
all costs associated with and necessary to provide improvements within
the Corridor. Plans for the improvements must be submitted to the
Town Planner 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
provide the following improvements:
(i) Hike and bike trails and associated stabilized shoulders per the
approved site plan; and
(ii) Pedestrian trail improvements per the Town Open Space Plan
and Unified Development code as amended by PD 3-1; and
(iii) 100% of the Precinct Line Road Pedestrian Trail, Open Space
Plan adopted March 8, 1999, Underpass and associated trail,
required security lighting, emergency access, related trail
connections, and related drainage. 50% of the costs to
construct the Precinct Line Pedestrian Trail underpass will be
reimbursed to the Developer at the time the Town collects same
via the approval of the final plat of the property east of the
Development and adjacent to Precinct Line Road.
(c) The Developer shall be responsible for the right-of-way and design costs
for the pedestrian under -pass beneath Precinct Line Road at the Hike
and Bike Trail, and shall place one half of estimated costs to construct
the underpass, in escrow with the Town in the form of a letter of credit
or performance bond in form and substance reasonably acceptable to the
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Town.
(d) All landscaping shall be in accordance with the Town's Landscaping,
Tree Preservation and Open Space Ordinances. Variations from any of
the Ordinances shall be made in accordance with the applicable
Ordinance provisions and shall meet or exceed the goals of the
Ordinance as amended by PD 3-1.
(e) The Developer shall require that the homebuilders in the development
be responsible for providing landscaping for each individual lot as
required by the Town's Unified Development Code as amended by PD
3-1.
Maintenance Responsibility. The Homeowners Association shall maintain the
Corridor perpetually following the completion of the improvements. The Town
will pay water bills for those areas dedicated to the Town or as referenced as
public common area on the preliminary plat.
B. Amenities:
The Developer may construct a monument sign in accordance with Article X of
the Town's Unified Development Code near the intersection of Precinct Line
Road and the main entrance into the development and near the entrance on Dove
Road.
The Homeowners Association shall maintain the monument sign and all Town -
approved landscape features within the area designated for the monument sign.
3. Culverts, where required, shall consist of stone -faced construction and shall be
approved by the Town Planner as set forth or amended by PD 3-1 or the Unified
Development Code.
C. Interior Streets
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I. The interior streets of the development shall be private and built in accordance
with the Town's standards and specifications as approved in PD 3-1, including
but not limited to, Section 902 of the 1997 Uniform Fire Code, and in
accordance with reasonable conditions required by the Town Engineer, and/or
Town Board to ensure the safe passage of motorists and pedestrians. All interior
streets will be designated as a Town fire lane.
D. Perimeter Streets.
1. Public Street and roadway dedications shall make or caused to be made by
the Developer or the Off -Site Developer (as the case may be) in accordance
with PD 3-1, including dedication of Precinct Line Road and Dove Road in
accordance with the approved preliminary plat.
2. Prior to the signing of the final plat, the Developer shall place into escrow funds
or equivalent letter of credit or performance bond in form and substance
reasonably acceptable to the Town to design, construct, and maintain Precinct
Line Road in an amount that is equivalent to the Town cross-section for a
"minor collector" in accordance with Section 3.1.13.4, improvement Agreement
and Guarantees of Completion of Public Improvements, of the Town subdivision
regulations. In the event the road is built as a minor collector, any additional
right of way that has been dedicated but not used for such right-of-way will be
returned to the landowner whose property is immediately adjacent to the right
of way line of Precinct Line Road or remain as excess right-of-way, at the
election of such landowner, provided, however, if the Town elects to pursue
construction of Precinct Line Road and within five (5) years after completion of
the minor collector, plans are adopted for the construction of Precinct Line Road
consistent with the Town's current Thoroughfare Plan, no right of way shall be
returned to the landowner.
3. The Developer shall be responsible for all landscaping along the south side of
Dove Road. All landscaping shall be in accordance with the Town's
Landscaping, Tree Preservation and Open Space Ordinances in effect on the date
of the approval of this Agreement by the Board of Aldermen. Variations from
any of the Ordinances shall be made in accordance with the applicable
Ordinance provisions and shall meet or exceed the goals of the Ordinance as
amended by PD 3-1. If at any point the property on the east side of Precinct
Line Rd develops, the Town will collect required development fees at the
approval of the final plat from that development and will reimburse Developer
for one-half of the costs withheld for construction of the Town's landscape
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standards.
4. The Developer shall be responsible for construction design, engineering and
construction of a minor collector street within the Precinct Line Rd. ROW
from Dove Rd. to the south property line of the Development as shown on the
preliminary plat.
The following options exist for the installation of access along Precinct Line
Road:
a. If the Texas Department of Transportation (TXDOT) builds Precinct Line
Road prior to the standard "minor collector" being constructed by the
Developer, then the Town will reimburse to the Developer 100% of the
cost necessary to build a minor collector cross section within the Precinct
Line Road right-of-way, LESS the incremental costs of landscaping the
roadway to Town standards.
At the time the property on the east side of the development and adjacent
to Precinct Line Road receives an approved final plat(s) and the Town
collects from each developer its proportionate share of the costs to
construct a minor collector and the Precinct Line trail under -pass, the
Town will reimburse the Developer until such a time as the Developer
has been reimbursed for 50% of its costs to build a minor collector and
50% of its costs to build the Precinct Line Road trail under -pass.
If at any point, the property on the east side of Precinct Line Road and
and adjacent thereto receives an approved final plat, the Town will
reimburse the Developer for one-half of the costs for construction of the
required landscaping along or within the right-of-way pursuant to the
approved Town standards approved on the date of the approval of this
Agreement.
d. The Developer may construct a temporary road to be approved by the
Town to access the site for construction purposes.
E. On -Site Water and Sanitary, Sewer. The Developer shall construct or cause to be
constructed public on-site water and sewer facilities, including the lines, mains or
improvements constructed or to be constructed within the boundaries of PD 3-1, all of
which will be dedicated to the Town. Water service to support the on-site construction
and permanent facilities will be provided by the Town of Westlake.
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F. Maintenance. All improvements, save and except public roadways intended primarily
for vehicular traffic, shall be perpetually maintained by the Homeowners Association in
accordance with all specifications and requirements of the Town.
SECTION 3B. THE OFF-SITE DEVELOPER'S IMPROVEMENTS
A. Dove Road.
1. Obligations of Improvements.
a. The Off -Site Developer shall construct Dove road in its entirety along the
northern boundary of the development and shall pay for all engineering,
environmental assessment, geotechnical assessment, and landscaping
requirements. Dove Road shall be constructed as a minor collector road in
accordance with the Town Master Thoroughfare Plan approved on January
10, 2000. The Off -Site Developer covenants to provide 100% of the Dove
Road Trail Underpass and associated trail, required security lighting,
emergency access, related trail connections and related drainage to the
extent such items are located in the right-of-way of Dove Road.
b . The Off -Site Developer shall be responsible for the landscaping on the
North side of Dove Road and in the median. All landscaping to be performed
by the Off -Site Developer shall be in accordance with the Town's
Landscaping, Tree Preservation and Open Space Ordinances.
Variations from any of the Ordinances shall be made in accordance with the
applicable Ordinance provisions and shall meet or exceed the goals of the
Ordinance as amended by PD 3-1.
B. Amenities. Culverts, where required, shall consist of stone -faced construction and
shall be approved by the Town Planner as set forth or amended by PD 3-1 or the Town
Unified Development Code.
C. Perimeter Street. Public street and roadway dedications shall be made in
accordance with PD 3-1, including the dedication of Precinct Line Road and Dove
Road in accordance with the approved preliminary plat. The Off -Site Developer will
dedicate an additional 20 foot wide casement adjoining the dedicated right-of-way on
the east side of Precinct Line road for the NETCRWS water line. The dedication shall
be made by separate instrument and reflected on the final plat.
D. Off -Site Water and Sanitaa Sewer.
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The Off -Site Developer shall construct or cause to be constructed the off-site
water and sewer facilities provided herein which shall be dedicated, along with all
casements and rights-of-way, to the Town. Prior to the issuance of building permits
the Off -Site Developer shall extend an off-site sanitary sewer to connect in the
existing sewer serving GlenWyck Farms sewer in accordance with the Town Master
Plan for Waste Water Facilities. The Off -Site Developer shall attempt to obtain the
necessary and related easements for placement of the lines and related facilities
which must be dedicated to the Town. In the event such easements are obtained,
such easements shall be transferred and dedicated to the Town prior to final plat
approval. In the event the Off -Site Developer is unable to acquire the sewer
casements necessary to serve the development, the Off -Site Developer must construct
a lift station and necessary facilities to the north end of the site according to the
Town's Engineering Design Standards and review and approval.
2. The Off -Site Developer shall pay its proportionate share of the costs for accessing
the N-1 sewer line serving GlenWyck Farms and the Denton Creek Regional Waste
Water System — Denton Creek Pressure System (DCPS) only as is required to serve
the development based on 388 acres being developed within the drainage basin.
3. The Off -Site Developer shall cause to be provided, at no cost to the off-site
developer, sanitary sewer conveyance capacity for the development in the DCPS,
also known as the Denton Creek Wastewater Interceptor Pressure System (DCWIPS)
in accordance with the Interlocal Agreement between the Lake Turner MUD No. 3
and the City of Southlake for the use of DCWIPS dated April 17, 1996 and in
accordance with the Amendatory Interceptor Contract between the Trinity River
Authority and the City of Southlake dated June 27, 1990. The amount of capacity
conveyed will be the prorata share (based on 430 acres) of all obligations of the Lake
Turner MUD No. 3 to the City of Southlake and the Trinity River Authority under
the above referenced contracts related to the capacity.
4. Off- Site water service is to be provided pursuant to the Agreement for the Design,
Construction, and Purchase of Infrastructure between the Town and Off -Site
Developer approved by Ordinance No. 360 dated April 27, 2000
E. Reimbursement. The Off -Site Developer covenants not to seek reimbursement from the
Town on any off-site improvements required under this Agreement, including rights-of-
way, utilities, and landscaping at any time in the future.
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SECTION 4A. OTHER DEVELOPMENT REQUIREMENTS FOR THE DEVELOPER
A. Oversizing Utilities. Prior to the issuance of building permits, the Developer shall
oversize or cause to be oversized water and sewer facilities within the development as
required by the Town Master Plan for Water Facilities and Master Plan for
Wastewater Facilities and in accordance with the Town standards and specifications.
B. Dedication of Flood Plain. The Developer shall dedicate to the Town as a drainage
easement all portions of the development deemed to be in the 100 -year flood plain. This
dedication shall be by separate instrument and shown on the final plat.
C. Overhead Utility Lines and Poles. The Developer shall work with the local utility
companies to see that all existing overhead utility lines are buried and poles removed
from the development and on the perimeter of the development. All newly
constructed utility lines shall be underground.
D. Duct Bank. The Developer shall install the Town -specified duct bank conduit in Precinct
Line Road and all designated right-of-way within the development and utility easements
as directed by the Town. The direct costs of the Developer to install the duct bank
conduit in the residential areas of the development shall be reimbursed to the Developer
as building permits are issued until such a time as Developer is reimbursed for 100% of
the direct costs of installing the duct bank conduit in the residential areas. All other
areas of the development will require duct bank conduit to be installed solely at the
Developer costs. The duct bank will be dedicated to the Town upon the approval of the
Town Engineer. The duct bank is to be dedicated free and clear of any obligations and
contracted or authorized right of use within the duct bank.
E. Utility Boxes. All utility pedestals, cabinets, or other stick-ups where appropriate, shall
be buried by the Developer, contractor(s), subcontractor(s) or any utility or related entity
serving the development.
SECTION 4B. OTHER DEVELOPMENT REQUIREMENTS FOR THE OFF-SITE
DEVELOPER
A. Oversizing, Utilities. The Off -Site Developer shall oversize or cause to be oversized
off-site water and sewer facilities as required by the Town Master Plan for Water
Facilities and Master Plan for Wastewater Facilities and in accordance with the Town
standards and specifications.
WB TEXAS RESORT COMMUNITIES, L.P. 15
B. Overhead Utility Lines and Poles. The Off -Site Developer shall work with the local
utility companies to see that all existing overhead utility lines are buried and poles
removed from the development and on the perimeter of the development. All newly
constructed utility lines shall be underground.
C. Duct Bank. The Off -Site Developer shall install the Town specified duct bank
conduit in Dove Road as directed by the Town.
D. Utility Boxes. All utility pedestals, cabinets, or other stick-ups, where appropriate
shall be buried by the Developer, contractor(s), subcontractor(s) or any utility, or
related entity serving the development.
SECTION 5. GENERAL PROVISIONS
A. Acceptance of Dedications. No dedication of required public improvements shall be
accepted until the Developer's or the Off -Site Developer's engineer (as the case may
be) has submitted a certified detailed as -built record drawing of the property, the
location, dimensions, materials and other information required by the Town Board of
Aldermen or the Town Engineer. Acceptance of the development and public
improvements shall mean that the Developer and Off -Site Developer have transferred
all rights to all the public improvements to the Town Tor use and maintenance, except
as otherwise provided herein.
B. Assignment. This Agreement, any part thereof, or any interest herein shall not be
assigned by the Developer or the Off -Site Developer without the express written
consent of the Town which may not be unreasonably withheld.
C. Default Remedies - Developer. If the Developer fails to construct, install, dedicate,
or where applicable maintain the required public improvements to be completed by
the Developer within the terms of this Agreement, the Town may, upon receipt of
written notice from the Town specifying a default and upon failure of the Developer
to cure such default, within thirty (30) days following such notice may:
Declare this Agreement to be in default and require specific performance that
all the public improvements be installed, constructed, dedicated, or where
applicable maintained, regardless of the extent of completion of the
development at the time the Agreement is declared to be in default;
Suspend final plat recording until the public improvements are completed and
WS TEXAS RESORT COMMUNITIES, L.P. 16
record a document to that effect for the purpose of public notice;
Obtain funds under the security and complete the public improvements itself
or through a third party. Prior to drawing on any form of security, the Town
shall provide the Developer with notice and give the Developer a reasonable
opportunity to cure; or
5. Assign its right to receive funds under the security to any third party,
including a subsequent owner of the subdivision for which public
improvements were not constructed, in whole or in part, in exchange for that
subsequent owner's promise to complete the public improvements on the
tract.
D. Default Remedies — Off -Site Developer. if the Off -Site Developer fails to
construct, install, dedicate, or where applicable maintain, the required public
improvements to be completed by the Off -Site Developer within the terms of this
Agreement, the Town may, upon receipt of written notice from the Town specifying a
default and upon failure of the Off -Site Developer to cure such default, within thirty
(30) days following such notice may:
Declare this Agreement to be in default and require specific performance that
all the public improvements be installed, constructed, dedicated, or where
applicable maintained, regardless of the extent of completion of the
development at the time the Agreement is declared to be in default;
Obtain funds under the security and complete the public improvements itself
or through a third party, provided that the Developer will be given first
opportunity by the Town to provide such remedy. Prior to drawing on any
form of security, the Town shall provide the Off -Site Developer with notice
and give the Developer a reasonable opportunity to cure; or
3. Assign its right to receive funds under the security to any third party,
including a Developer or a subsequent owner of the subdivision for which
public improvements were not constructed, in whole or in part, in exchange
for that subsequent owners promise to complete the public improvements on
the tract.
E. Waiver. No covenant or condition of this Agreement may be waived without consent
WB TEXAS RESORT COMMUNITIES, L.P. 17
of the parties to which the covenant or conditions benefit. Forbearance or indulgence
by the Town shall not constitute a waiver of any covenant or condition to be performed
pursuant to this Agreement.
F. Building Permits. Building permits may be issued upon approval of the final plat and
approval and execution of this Agreement, which shall include the furnishing of security
as stated in Section 3.1.B.4.
G. Certificate of Occupancy. No certificate of occupancy will be issued until the supporting
improvements have been accepted by the Town or other public entity authorized to
accept such improvements and a final plat approved and filed of record.
H. Independent Contractor Status. The Developer and the Off -Site Developer each
covenants that it is an independent contractor and not an officer, agent, servant or
employee of the Town; that each of the Developer and the Off -Site Developer shall have
exclusive control of the details of the work performed by them hereunder and all persons
performing same, and shall be responsible for the acts and omissions of its officers,
agents, employees, contractors, subcontractors and consultants; that the doctrine of
respondent superior shall not apply as between the Town, the Developer, and the Off -
Site Developer, their officers, agents, employees, contractors, subcontractors and
consultants, and nothing herein shall be construed as creating a partnership or joint
enterprise between the Town, the Developer or the Off -Site Developer.
I. General Indemnity Provisions. The Developer shall waive all claims, fully release,
indemnify, defend and hold harmless the Town and all of its officials, officers,
agents, consultants, employees and invitees in both their public and private
capacities, from any and all liability, claims, suits, demands or causes of action,
including all expenses of litigation and/or settlement which may arise by injury to
property or person occasioned by error, omission, intentional or negligent act of the
Developer, its officers, agents, consultants, employees or invitees, collectively, the
"Developer Parties" arising out of or in connection with the this Agreement. The
Developer will at it's own cost and expenses defend and protect the Town and all
of its officials, officers, agents, consultants, employees and invitees in both their
public and private capacities, collectively the "Town Parties" from any and all such
claims and demands. Also, the Developer agrees to and shall indemnify, defend and
hold harmless the Town Parties, from and against any and all claims, losses,
damages, causes of action, suit and liability of any hind, including all expenses of
litigation, court costs and attorneys' fees for injury to or death of any person or for
any damage to any property arising out of or in connection with the error, omission,
intentional or negligent acts of the Developer Parties under this Agreement or any
WB TEXAS RESORT COMMUNITIES, L.P. 18
and all activity or use pursuant to the Agreement. Such indemnification shall not
apply to any claim, loss, damage cause of action, suit or liability that arises more
two years after the written approval and acceptance of the improvement by the
Town. Provided, however, that nothing contained in this Agreement shall waive the
Town's defenses or immunities under Section 101.001 et seq. of the Texas Civil
Practice and Remedies Code or other applicable statutory or common law.
J. Indemnity Against Design Defects. 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 Town employee, 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, for a period of two years after the written approval
and acceptance of the improvement by the Town from any loss, damage,
liability or expense on account of damage to property and injuries, including
death, to any and all persons which may arise out of any defect, deficiency or
negligence of the engineer designs and specifications to the extent prepared or
caused to be prepared by Developer and 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 individually, personally or in their official capacity,
in connection herewith.
K. Venue. Venue of any action brought hereunder shall be in Fort Worth, Tarrant
County, Texas.
L. Sales Tax. The Developer and off site Developer agree that all construction contracts
and agreements comprising or related to the development 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 Sections
WB TEXAS RESORT COMMUNITIES, L.F. 19
151.056 and 321.001 et seq. of the Texas Tax Code, and Article 5190.6 of the
Development Corporation Act.
M. Tax Exemptions. The Town is an exempt organization under Section 151.309 of the
Texas Tax Code, and improvements constructed under this Agreement will be
dedicated to public use and accepted by the Town upon acknowledgment by the
Town of completion under Section 5 of this Agreement.
N. Notices. Any notices given or required to be given pursuant to this Agreement shall
be sent by regular U.S. mail or certified mail, return receipt requested, to the
following:
WB TEXAS RESORT COMMUNITIES, L.P. 20
TO THE TOWN OF WESTLAKE TEXAS:
Trent O. Petty
Town Manager
Town of Westlake
3 Village Circle, Suite 207
Westlake, Texas 76262-7940
with copies to:
L. Stanton Lowry
Boyle and Lowry L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062-2763
TO WB TEXAS RESORT COMMUNITIES, L.P.
WB Texas Resort Communities, L.P.
1207 South White Chapel Boulevard
Southlake, Texas 76092
Attn. Stephen Yetts
WB Texas Resort Communities, L.P.
633 West 5th Street
Suite 6770
Los Angeles, CA 90071
Attn: Greg McGowan
WB TEXAS RESORT COMMUNITIES, L.P. 21
With copies to:
Haas and Haynie
395 Oyster Point Boulevard, Suite 309
South San Francisco, California 94080
Attn: Schuyler Joyner
Jenkens & Gilchrist, L.L.P.
1445 Ross Avenue
Dallas, Texas 75202
Attn: Myron Dornic
TO HILLWOOD SERVICES, L.P.
Hillwood Services, L.P.
c/o Hillwood Development Corporation
13600 Heritage Parkway, Suite 200
Fort Worth, Texas 76177
Attn: Michael K. Berry
With copies to:
Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 75201
Attn: Michael J. Dalton, Esq.
WB TEXAS RESORT COMMUNITIES, L.P. 22
O. Third Party Beneficiaries. For purposes of this Agreement, including its intended
operation and effect, the parties (the Town, Developer and the Off -Site Developer)
specifically agree and contract that (1) the Agreement only affects matters/disputes
between the parties to this Agreement, and is in no way intended by the parties to
benefit or otherwise affect any third person or entity, notwithstanding the fact that
such third person or entities may be in a contractual relationship with the Town,
Developer, or Off -Site Developer or all of them; and (2) the terms of this Agreement
are not intended to release, either by contract or operation of law, any third person or
entity from obligations owing by them to either the Town or Developer.
P. Several Obligations. Notwithstanding anything to the contrary contained herein,
this Agreement is not intended to create a relationship (contractual or otherwise)
between the Developer -and the Off -Site Developer, but rather only between each of
the Developer and the Town and the Off -Site Developer and the Town. The Town
agrees not to hold the Developer liable or in default of its obligations hereunder for
any failure of the Off -Site Developer to perform its obligations hereunder unless and
until such obligations are specifically assumed by Developer; and further agrees not
to hold the Off -Site Developer liable or in default of its obligations hereunder for any
failure of the Developer to perform its obligations hereunder unless and until such
obligations are specifically assumed by the Off -Site Developer.
Q. Authority to Act. The parties (the Town, Developer and the Off -Site Developer)
each represent and warrant that the signatories on this Agreement are authorized to
execute this Agreement and bind his/her principals to the terms and provisions
hereof. Each party warrants that any action required to be taken in order for this
Agreement to be binding on it has been duly and properly taken prior to the execution
of this Agreement.
WB TEXAS RESORT COMMUNITIES, L.P. 23
SIGNED AND EFFECTIVE as of the day of ,2000.
WB TEXAS RESORT COMMUNITIES, L.P.
A Delaware limited partnership
By: WB CIRCLE T, L.L.C.
A Delaware limited liability company
by Wu..,
Marcus L. Scrog s
its Chief Financial Officer
HILLWOOD SERVICES, L.P.
A Texas limited partnership
By: Hillwood Operating Company, L.P.
A Texas limited partnership, general partner
Its
WB TEXAS RESORT COMMUNITIES, L.P. 24
TOWN OF WESTLAKE, TEXAS
by
r
Trent O. Petty, Town Man ` er
ATTEST:
PA
Ging e Crosswy, Town Se etary
FORM APPROVED BY:
WB TEXAS RESORT COMMUNITIES, L.P. 25
THE STATE OF TEXAS _
_ PROPERTY OWNER AND DEVELOPER
COUNTY OF ACKNOWLEDGMENT
BEFORE ME, the undersigned authority, a notary public in and for the State of Texas, on this
day personally appeared f?;a, cats L- r c,`ns of D1 61 1Texas, known to me to
be the person whose name is subscribed to the foregoing instrument and acknowledged to me that
WB TEXAS RESORT COMMUNITIES, L.F. is the sole owner of property described in this
Agreement and that he isar(°J},` �'Fnu•�cr`�,� c�rof(j,)P) l� ` L. L.G and has authority to enter into
this Subdivision Improvement Agreement on behalf ofLtJR e;cf1.11,nrnuai:e with the
Town for development, for dedication and construction of public improvements related to the
development of the subdivision; that same was the act of AloruLs .zap°:t �` i rt , and
that he executed same for the purposes and consideration therein expressed and in the capaci ytherein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _ 6 day of May, 2000.
(A-vc-4
DEBORAH A. BRANDENBURGNotary Public.
State of Texas
Ciomnuion Expires 447.2004
Notary Public in and for the State of Texas
A�kitCte-k YJ Le
Notary Printed Name
WB TEXAS RESORT COMMUNITIES, L.P. 26
THE STATE OF TEXAS
OFF-SITE DEVELOPER
COUNTY OF TARRANT ACKNOWLEDGMENT
BEFORE ME, the undersigned authority, a notary public inand for the State of Texas, on this
day personally appeared hk of ay :k L&'Oy�, Texas, known to me to
be the person whose name is subscribed to the foregoing instrument and acknowledged to me that
HILLWOOD SERVICES, L.P. is the contractor described in this Agreement and that he is
a ti of ; C�ni�ai�c�'has authority to enter into this Subdivision
Improvement Agreement on behalf of wary sic gn6 L with the Town for
development, for dedication and construction of public improvements related to the development of
the Pb 3 -1 subdivision; that same was the act of , and that he executed
same for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of May, 2000.
Notary P in and for the State of Texas
i- "s R���a� g • Notary Public, State of Texas
My commission Expires Oct. 25.2001
?�e cF S$ }
Notary's Printed Name
WB TEXAS RESORT COMMUNITIES, L.P. 27
THE STATE OF TEXAS
TOWN OF WESTLAKE
COUNTY OF TARRANT ACKNOWLEDGMENT
BEFORE ME, the undersigned authority, a notary public in and for the State of Texas, on this
day personally appeared Trent O. Petty, Town Manager, known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me that same was the act
of Town of Westlake, and that he executed same for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 2nd day of May, 2000.
"V P GINGER CROSSWY Nat a� Public in and foPth'e State of Texas
Notary Pijtlltc
Tt7 �7 Oi� T� -'( S
-: XAS
: 727f2
004
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Notary Printed Name
WB TEXAS RESORT COMMUNITIES, L.P. 28
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