HomeMy WebLinkAboutRes 16-35 Approving a Developer and Economic Agreements with Quail Hollow TOWN OF WESTLAKE
RESOLUTION 16-35
A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, APPROVING A DEVELOPER AGREEMENT AND AN ECONOMIC
DEVELOPMENT AGREEMENT WITH QUAIL HOLLOW DEVELOPMENT II, LLC,
RELATED TO THE QUAIL HOLLOW DEVELOPMENT IN WESTLAKE, TEXAS.
WHEREAS, the Town is a duly created and validly existing Type A General Law
Municipality, created under the laws of the State of Texas, including particularly, but not by way
of limitation, Chapter 51, Texas Local Government Code ("LGC"); and
WHEREAS, the Town of Westlake is experiencing planned growth through the
attraction of economic development projects such as Fidelity Investments 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 Quail Hollow Development II, LLC (the
Owner) desire to enter into a partnership to continue this planned growth through a Developer
Agreement and an Economic Development Agreement, both of which set out responsibilities for
the Owner and the Town as it relates to the development in Westlake; and,
WHEREAS, the Economic Development Policy and the Tax Abatement Policy
constitute appropriate guidelines and criteria governing economic development agreements to be
entered into by the Town as contemplated by Chapter 378 and Chapter 380 of the LGC and
Chapter 312 of the Tax Code, providing for the availability of economic incentives for new
facilities and structures; and
WHEREAS, Quail Hollow Development lI, LLC, as the owner of land located within
the Town, intends to develop 188.28 acres (as defined herein), and the development and
construction on such Land is expected to significantly enhance the economic base of the Town;
and
WHEREAS, the Constitution and laws of the State of Texas, including, but not by way
of limitation, Chapter 378 and Chapter 380 of the LGC, Chapter 312 of the Tax Code and the
Texas Constitution, authorize the Town to enter into economic development agreements; and
WHEREAS, the Town has an economic development policy adopted by Resolution 16-
30; and
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of Westlake.
Resolution 16-35
Page 1 of 2
NOW,THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true
and correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Town Council of the Town of Westlake, Texas, hereby approves
the Developer Agreement attached hereto as Exhibit "A", and the Economic Development
Agreement attached hereto as Exhibit "B" with the Owner; and further authorizes the Town
Manager to execute said agreements and pursue any necessary procedures on behalf of the Town
of Westlake.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provision ns
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 24" DAY OF OCTOBER, 2016.
&2'2�A' �/&'el —
Laura Wheat, Mayor
ATTEST:
n
Kelly EdwardA, Town Secretary Thomas E. r T n Manager
�Q
.• m
APPROV T FO M:
rix as
S owry, TaA rney
Resolution 16-35
Page 2 of 2
EXHIBIT "A"
RESIDENTIAL DEVELOPER AGREEMENT
An Agreement between the Town of Westlake, Texas, hereinafter referred to as the "Town", and
the undersigned Developer, Quail Hollow Development Il, LLC, a Texas limited liability
company, hereinafter referred to as the "Developer", of THE ESTATES OF QUAIL HOLLOW,
hereinafter referred to as the "Development" to the Town of Westlake, Tarrant County, Texas,
hereafter referred to as"Town", for the installation of certain community facilities located therein,
and to provide Town services thereto. It is understood by and between the parties that this
Agreement is applicable to the lots contained within the Development and to the off-site
improvements necessary to support the Development.
SECTION 1. DEFINITIONS
In addition to the terms defined in the body of this Agreement, the following terms shall have the
definitions ascribed to them as follows:
Agreement shall mean this Residential Developer Agreement between the Town of
Westlake and Quail Hollow Development Il, LLC.
Affiliate shall mean all entities, incorporated or otherwise, under common control with,
controlled by or controlling the Developer. For purposes of this definition, "control'means forty
nine percent (49%) or more of the ownership determined by either value or vote.
Custom Home shall mean a home that is built by a custom builder specifically designed to
meet custom specifications unique to each home.
Development shall_mean the single family detached residential development depicted on
the Estates of Quail Hollow preliminary plat, approved by the Town of Westlake Town Council
on March 28, 2016 and attached hereto as Exhibit A (the "Preliminary Plat").
Economic Development Agreement shall mean that certain Economic Development
Program Agreement between the Town and Developer,approved by Town Council Resolution 16-
30
Land Development shall mean all public improvements dedicated to the Town, within or
supporting the Development, required by this Agreement to be completed by Developer.
Town shall mean the Town of Westlake, Texas, and its officials assigned by the Town
Manager to review and approve submittals in accordance with the Town of Westlake Code of
Ordinances and published standards,restrictions,rules and regulations.
SECTION 2. GENERAL REQUIREMENTS
A. Completion Date of Development. The Developer covenants with the Town that
it or one or more of its Affiliates will complete all required public improvements
Resolution 16-35
Page I of 22
EXHIBIT "A"
(infrastructure and common area improvements)to be completed by the Developer
hereunder in connection with each particular phase of the Development no later
than five (5) years following the date of issuance of a notice to proceed or permit
for construction for that particular Phase, whichever occurs later, for each of Phase
1, Phase 2A, Phase 2B and Phase 3 of the Development, respectively, subject to
any occurrence(s) of force majeure as set forth in Section 16 below.
B. 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 permitted improvements contained in the Town
engineer-stamped construction plans are complete and the Town Engineer provides
a letter of acceptance of said improvements,such acceptance to not be unreasonably
withheld, conditioned or delayed. 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.
Once the conditions in this Section 2.13.have been satisfied by Developer,the Town
shall execute and record a "Certificate of Completion and Release" or similar
document,in addition to the letter of acceptance,reasonably acceptable to the Town
and the Developer,evidencing the Developer's compliance with the Agreement and
releasing Developer from all liability and obligations thereto and releasing the land
comprising the Development from all restrictions therefrom, as applicable, within
thirty(30) days of Developer's written request to the Town.
C. Completion of Agreement. This Agreement shall not be considered complete until:
1. All public improvements and infrastructure must be finished,completed and
accepted by the Town. The Town shall accept such public improvements
and infrastructure if they are completed in accordance with the
specifications previously approved by the Town's engineer.
2. To the extent that the Lighting Plan approved by the Town's engineer
includes the installation of any street lights, such Lighting Plan must be
complete and street lights installed in accordance with such Lighting Plan
and accepted by the Town. The Town shall accept such completion and
installation if they are performed in accordance with the specifications
previously approved by the Town's engineer.
3. All requirements of the Economic Development Agreement must be
satisfied.
4. Record Drawings for all streets and utilities in the Development, including
street lighting, must be certified by the Developer Engineer, and accepted
by and filed with the Town Engineer and provided in the following format:
a. Three (3) sets of record drawings;
b. Digital record drawings with GIS spatial data and coordinates
compatible with the latest version of Arc View/ArcGIS;
C. Digital record drawings compatible with the latest version of
AutoCAD;
d. Digital record drawings in PDF format.
Resolution 16-35
Page 2 of 22
EXHIBIT "A"
5. All fees contemplated by this Agreement to be paid by Developer must have
been paid.
6. Original Maintenance Bonds must have been provided, and any other
required bonds.
7. Lien Release(s) for the improvements and infrastructure required to be
completed by Developer or one or more of its Affiliates pursuant to this
Agreement must have been provided.
C. Security for Completion of Public Improvements and Residential Lots. In the
event that Developer desires to file a Final Plat prior to completion of the private
and public infrastructure, 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 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 performance bond
must be delivered to the Town with the Final Plat Application Packet. The Town
Engineer shall not unreasonably withhold, condition, or delay, and shall promptly
make its determination with respect to, any such approval that is required by the
Town Engineer in this Agreement or under any applicable law, code, rule or
regulation.
D. Temporary Improvements. If temporary improvements related to this
Development are required by existing ordinances, state 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 reasonable industry standards.
E. 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.
F. 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
Resolution 16-35
Page 3 of 22
EXHIBIT "A"
projects and be qualified in all respects to bid on public streets and upon public
projects of similar nature, as the case may be.
G. 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.
H. Upkeep of Property While in Development. The Developer will be responsible
for mowing all g<ass and weeds and otherwise reasonably maintaining all land
within the Development which has not been sold to third parties. After fifteen(1.5)
days -vvritten 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 30 days after notice, the Town may file a lien on the
property so maintained.
1. 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 casements,shall include a metes and bounds description
for conveyance by either final plat or separate instrument.
J. Homeowners Association. An Affiliate of the Developer has established a
Homeowners Association, which may be referred to as the "HOA," for the
development with By-laws and regulations, and Developer- shall submit the
organization documents of said HOA to the Town Attorney for review and
verification of the inclusion of pertinent terms of this Agreement. The Developer
shall use reasonable efforts to cause such organization documents to be revised as
reasonably required for compliance with this Agreement in conjunction with the
recommendations from the Town attorney, and shall file such updated documents
in the Deed Records of Tarrant County, Texas, as required. Membership shall be
mandatory for all homeowners. The HOA shall require the establishment of an
architectural control committee. In Development, the Developer or the HOA shall
be responsible for maintaining all private streets,private utilities (i.e. gas, electric),
and private and public common areas,open spaces and facilities, as reflected on the
final plat, and for enforcing the restrictions, covenants, and conditions.
SECTION 3. CONSTRUCTION PROCEDURES FOR THE DEVELOPER
A. Engineering Standards. Developer covenants that all public works projects and.
improvements to be completed by the Developer shall be constructed in accordance
with standards approved by the Town engineer.
B. Fre-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 for each phase of construction. The Developer or
Resolution 16-35
Page 4 of 22
EXHIBIT "A"
contractor(s)and subcontractors shall furnish to the Town a list of all subcontractors
that will be providing greater than a $100,000 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 i-net:'
I 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.
3. All necessary casements 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 construction plans bearing the Town engineer's stamp of release. These
plans must remain on the job site at all times.
5. 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
Developmental insured,prior to the commencement of any work within the
development, or construction of the improvements by the Developer of
contractor.
D. Inspections and Inspection Fees. Construction of all improvements to be
completed by the Developer shall be subject to periodic inspections by the Town
engineer or the Town en'(111neer's designee. The Developer shall be responsible for
completing and/or correcting public improvements completed by the Developer not
constructed in accordance with the construction plans hearing the Town engineer's
stamp of release. Any change in design required during construction shall be
reviewed and approved by the Town Engineer.
The Developer shall pay a construction inspection fee which shall be 6% of the
certified construction costs of the Land Development. Estimated inspection fees are
to be paid prior to permitting and or commencement of work on the proposed
improvements and the balance based upon certified construction costs prior to
acceptance of improvements or issuance of building pen-nits.
E. Commencement of Excavation. The Developer may commence excavation for
residential development upon the earlier date of the Town Engineer issuing
comments for his initial review of the construction plans or not sooner than ten (10)
(lays following submission of the construction plans, which shall include
Resolution 16-35
Page 5 of 22
EXHIBIT "A"
Submission of the mass-grading construction plans.
SECTION 4. DEVELOPER'S OBLIGATION
A. Open Space and Lighting Plan
I. The Developer shall Submit to the Town Manager, or his designee, a
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 be responsible for the costs of the Lighting Plan.
3. Developer will not be required to perform any tree mitigation or pay tree
mitigation fees. Tree niitig-atioii will be the responsibility Of Subsequent lot
owners.
B. Maintenance of Improvements
1. Following the expiration of 90 days following the recording of the filial plat
for Phase 2A of the Development, the Developer and/or HOA shall
perpetually maintain all irrigation and landscape maintenance within in any
right-of-way, proposed or existing, along a public road on the perimeter of
the development as depicted on the Estates of Quail Hollow Preliminary
Plat approved by Resolution 16-11, and further defined below; provided
that the Town will pay for the water to irrigate the public areas defined
below.
a. the cast side of FM 1938/Davis Blvd to the subdivision wall/fence
paralleling FM 1938/Davis Blvd.;
b. the south and west sides of Dove Rd. to the subdivision wall/fence
paralleling Dove Rd.;
C. the west side of Randol Mill to the subdivision wall/fence wall.
2. Provided that the Town will pay for the water to irrigate the FM 1938
median as provided in the Economic Development Agreement, following
the expiration of 90 days after the recording of the final plat for Phase 2A
of the Development, the Developer and/or HOA shall be responsible for
50% of the costs to perpetually maintain all existing irrigation system and
landscaping that exists within the median of FM 1938 from Dove Road to
south property line of the Development.
C. Amenities
1. All subdivision signing shall comport to the approved Concept Plan, and
must be approved by the Town prior to construction. All subdivision
signing will be owned and maintained by the HOA.
Resolution 16-35
Page 6 of 22
EXHIBIT "A"
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.
D. Westlake Academy Impact
1. As set forth in the Economic Development Agreement, the Developer
agrees to pay to the Town the sum of$5,000 for each residential lot depicted
on the approved Estates of Quail Hollow Preliminary Plat, attached hereto
as Attachment "A" which shall be used for the benefit of the Westlake
Academy.
a. the amount of payment will be calculated by multiplying the total
number of lots depicted on the final plat for each Phase by$5,000;
b. the amount for each final plat being due and payable to the Town
upon the signing of the final plat for the Development by the Town.
C. Delayed and/or insufficient commitments of these payments will
affect release of building permits.
E. Reimbursement of Legal and/or Consulting fees
1. The Developer shall reimburse the Town for actual reasonable 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
reasonably necessary by the Town related to this Agreement.
2. Such reimbursement of fees are due and payable by the Developer within
thirty(30) days of Developer's receipt of such invoices.
3. Delayed and/or insufficient reimbursement of these legal and/or consulting
fees will affect filing of final plat and release of building permits.
F. Parkland Dedication Fees
This requirement will be satisfied with the final platting of Phase 213 of the
proposed development through dedication of Lot 26X, approximately 3 acres of
land, on Dove Road near the Dove Road/Randol Mill intersection that could be
used as a trailhead. Lot 26X will be dedicated as publicly accessible open
space/parkland that will be publicly owned by the Town and privately maintained
by the Developer and/or HOA.
Resolution 16-35
Page 7 of 22
EXHIBIT "A"
SECTION 5. FACILITIES
A. STREETS
Street construction in the Development shall be installed in conformance with the
requirements and in accordance with plans and specifications to be prepared by the
Developer's engineer and released by the Town of Westlake.
1. The Developer will be responsible for the following:
a. Installation of all street signs based on the Manual on Uniform
Traffic Control Devices (MUTCD) as prepared by the Developer's
engineer designating the names of the streets inside the
Development, said signs to be of a type, size, color and design
standard approved by the Town in accordance with Town
ordinances and sign standards;
b. Installation of all regulatory signs based on the MUTCD as prepared
by the Developer's engineer by an engineering study or direction by
the Town Engineer. It is understood that Developer may put in
signage having unique architectural features, however, should the
signs be moved or destroyed by any means (except as otherwise
caused by the Town),the Developer or HOA will be responsible for
any cost for replacement.
2. All public and private street construction will be subject to inspection and/or
acceptance by the Town. No work will begin on any street in said
Development prior to complying with all the requirements contained
elsewhere in this Agreement. All streets, water, sewer, drainage, and any
other public infrastructure improvements which are anticipated to be
installed within the street or within the street right-of-way will be completed
prior to the commencement of street construction on the specific section of
street in which the utility improvements have been placed or for which they
are proposed. The Developer hereby agrees to advise the Director of Public
Works as soon as possible when any physical modifications to the
alignment of public infrastructure is required after construction has been
completed. The Developer agrees to cooperatively work with and assist in
the coordination of such modifications in a manner that will be least
disruptive to street construction and/or the integrity of surrounding public
infrastructure.
B. ON-SITE WATER
The Developer hereby agrees to install water facilities to serve all lots shown on
the Preliminary Plat of the Development in accordance with plans and
specifications to be prepared by the Developer's engineer and released by the Town
for construction and in accordance with Chapter 82,Article IX, Water Facilities, of
the Town of Westlake Ordinances, as amended, and any other local, state and
Resolution 16-35
Page 8 of 22
EXHIBIT "A"
federal regulations. The Developer shall be responsible for all construction costs,
materials and engineering.
C. ON-SITE SANITARY SEWER FACILITIES
The Developer hereby agrees to install sanitary sewer collection facilities to service
all lots as shown on the final plat of the Development. Sanitary sewer facilities will
be installed in accordance with the plans and specifications to be prepared by the
Developer's engineer and released by the Town. Further, the Developer agrees to
complete this installation in accordance with Chapter 82, Article X, Wastewater
Facilities, of the Town of Westlake Ordinances, as amended, and any other local,
state and federal regulations. The Developer shall be responsible for all
construction costs, materials, engineering, permits and impact fees.
D. DRAINAGE
The Developer hereby agrees to install drainage facilities to service all lots as
shown on the final plat of the Development in accordance with the plans and
specifications to be prepared by Developer's engineer and released by the Town for
construction. The Developer also agrees to adhere to Chapter 82, Article X,
Drainage Facilities, of the Town of Westlake Ordinances, as amended. The
Developer hereby agrees to fully comply with all EPA, TCEQ and FEMA
requirements relating to the planning, permitting and management of storm water
which may be in force at the time that development proposals are being presented
for approval to the Town. The Developer hereby agrees to comply with all
provisions of the Texas Water Code.
E. EROSION CONTROL
The Developer agrees to comply with Chapter 36, Article IV, Erosion Control, of
the Town of Westlake Ordinances, as amended, regarding erosion and sediment
control during construction of the Development. The Developer also agrees to
comply with the Texas Commission on Environmental Quality TPDES General
Permit No.TXR150000,and all other applicable local,state and federal ordinances,
regulations and laws.
11
The Developer agrees to keep the streets and storm drain systems (MS4) free from
soil build-up by using soil control measures, such as those included in the
NCTCOG STANDARD SPECIFICATIONS FOR PUBLIC WORKS
CONSTRUCTION, Division 1000 EROSION AND SEDIMENT CONTROL to
prevent soil erosion. It will be the Developer's responsibility to present to the Town
of Westlake a Storm Water Pollution Prevention Plan (SWPPP) and/or erosion
control plan that will be implemented for this Development.When in the reasonable
opinion of the Town of Westlake there is sufficient soil build-up on the streets or
other drainage areas and notification has been given to the Developer, the
Developer will have seventy-two(72)hours to clear the soil from the affected areas.
Resolution 16-35
Page 9 of 22
EXHIBIT "A"
If the Developer does not remove the soil from the affected areas within 72 hours,
the Town may remove the soil build-up either by contract or by Town forces and
place the soil within the Development at the Developer's expense. All expenses
must be paid to the Town prior to acceptance of the Development.
Developer or its contractors must commence final stabilization of any disturbed
areas immediately after completion of all soil disturbing activities. The TDPDES
General Permit No. TXR150000 defines final stabilization as when all soil
disturbing activities at the site have been completed and a uniform (i.e., evenly
distributed, without large bare areas) perennial vegetative cover with a density of
at least 70% of the native background vegetative cover for the area has been
ESTABLISHED on ALL unpaved areas and areas not covered by permanent
structures, or equivalent permanent stabilization measures (such as the use of
riprap, gabions, or geotextiles)have been employed.
Where construction activity on a portion of the site has temporarily ceased, and
earth disturbing activities will be resumed within twenty-one (21) calendar days,
temporary erosion control and stabilization measures are not required on that
portion of the site, except as provided below. Erosion control and stabilization
measures must be initiated as soon as practicable in semi-arid areas and areas
experiencing droughts by the 141" calendar day after construction activity.
After final stabilization has been established on all disturbed areas of the
Development and all permanent erosion control measures have been installed and
working effectively, the Developer shall request final acceptance of the
Development to the Director of Public Works. Inspection of the site will be required
to ensure that the erosion control plan has been properly installed and the permanent
erosion control measures will prevent soil erosion from the newly created lots from
washing into the street right-of-way, drainage-way or other private property.
F. USE OF PUBLIC RIGHT OF WAY
It is agreed by and between the Town and Developer that the Developer may
provide unique amenities within public right-of-way, such as landscaping,
irrigation, lighting, patterned concrete, etc., for the enhancement of the
Development. The Developer agrees to maintain these amenities until such
responsibility is turned over to the HOA.The Developer and successors and assigns
understand that the Town shall not be responsible for the replacement of these
amenities under any circumstances and further agrees to indemnify and hold
harmless the Town from any and all damages, loss or liability of any kind
whatsoever by reason of injury to property or third person occasioned by its use of
the public with regard to these improvements and the Developer shall, at his own
cost and expense,defend and protect the Town against all such claims and demands.
Resolution 16-35
Page 10 of 22
EXHIBIT "A"
SECTION 6 DEFAULT,TERMINATION AND FAILURE BY THE DEVELOPER TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
A. Failure to Pay Town Taxes or Fees
An event of default shall occur under this Agreement if during the term hereof any
legally-imposed Town taxes or fees owed on,or generated by,the Developer or one
of its Affiliates with regard to the Development become delinquent and Developer
or the Affiliate does not either pay such taxes when due or follow the legal.
procedures for protest and/or contest of any such taxes. In this event, the Town
shall notify Developer in writing and 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 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 during the term hereof any
written citation is issued to Developer or an Affiliate due to the occurrence of a
violation of a material provision of the Town Code with respect to the Development
(including, without limitation, any violation of the Town's Building or Fire Codes,
and any other Town Code violations related to the environmental condition of the
Development, or to matters concerning the public health, safety or welfare) and
such citation is not paid or the recipient of such citation does not properly follow
the legal procedures for protest and/or contest of any such citation. An event of
default shall further occur under this Agreement if the Developer or its Affiliate is
in violation of any material state or federal law,rule or regulation on account of the
Development, improvements in the Development or any operations thereon
(including,without limitation,any violations related to the environmental condition
of the Development; the environmental condition on other land or waters which is
attributable to operations of the Development; or to other matters concerning the
public health, safety or welfare related to the Development). Upon the occurrence
of such default, the Town shall notify Developer in writing and Developer shall
have (i) thirty (30) calendar days to cure such default or (ii) if Developer has
diligently pursued cure of the default but such default is not reasonably curable
within thirty(30)calendar days,then such amount of time that the Town reasonably
agrees is necessary to cure such default. If the default has not been fully cured by
such time, the Town shall have the right to terminate this Agreement immediately
by providing written notice to Developer and shall have all other rights and
remedies that may be available to under the law or in equity.
C. General Breach
Unless stated elsewhere in this Agreement, Developer shall be in default under this
Agreement if Developer breaches any term or condition of this Agreement. In the
Resolution 16-35
Page 1 I of 22
EXHIBIT"A"
event that such breach remains uncured after thirty (30) calendar days following
receipt of written notice from the Town referencing this Agreement (or, if
Developer has diligently and continuously attempted to cure following receipt of
such written notice but reasonably requires more than thirty (30) calendar days to
cure, then such additional amount of time as is reasonably necessary to effect cure,
as determined by both Parties mutually and in good faith),the Town shall have the
right to terminate this Agreement immediately by providing written notice to
Developer.
SECTION 7 NO INDEPENDENT CONTRACTOR OR AGENCY RELATIONSHIP
It is expressly understood and agreed that Developer shall not operate as a servant,
contractor agent, representative or employee of the Town. Developer shall have
the exclusive right to control all details and day-to-day operations relative to its
operations and obligations that it is required to perform under the Agreement and
shall be solely responsible for the acts and omissions of its officers, agents,
servants,employees,contractors,subcontractors,licensees and invitees. Developer
acknowledges that the doctrine of respondeat superior will not apply as between
the Town and Developer, or Town's officers, agents, servants, employees,
contractors, subcontractors, licensees, and invitees. Developer further agrees that
nothing in this Agreement will be construed as the creation of a partnership or joint
enterprise between the Town and Developer.
SECTION 8 INDEMNIFICATION
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 (TOGETHER WITH THE TOWN, EACHA
"TO WN INDEMNIFIED PERSON') HARMLESS AGAINST ANY AND ALL
CLAIMS, LA WSUITS, 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'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT RELATE TO,
ARISE OUT OF OR ARE OCCASIONED BY (i) THE DEVELOPER'S
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,
ASSOCIATES,EMPLOYEES, CONTRACTORS(OTHER THAN THE TOWN,
OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES,
CONTRACTORS OR SUBCONTRACTORS), OR SUBCONTRACTORS DUE
OR RELATED TO, FROM, OR ARISING FROM THE OPERATION AND
CONDUCT OF ITS OPERATIONS AND OBLIGATIONS OR OTHERWISE
TO THE PERFORMANCE OF THIS AGREEMENT.
Resolution 16-35
Page 12 of 22
EXHIBIT"A"
SECTION 9 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, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, IT BEING THE
INTENT OF THE PARTIES THAT APPROVAL BY THE TOWNENGINEER
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 EACH TOWN INDEMNIFIED PERSON, FROM ANY LOSS,
DAMAGE, LIABILITY OR EXPENSE ON ACCOUNT OF DAMAGE TO
PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY AND ALL
PERSONS WHICH MA Y ARISE OUT 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 ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS
BROUGHT AGAINST ANY TOWNINDEMNIFIED PERSON, ONACCOUNT
THEREOF, TO PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS
WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM,
COLLECTIVELY OR INDIVIDUALLY, PERSONALLY OR IN THEIR
OFFICIAL CAPACITY, IN CONNECTION HEREWITH,PROVIDED THAT
DEVELOPER SHALL HAVE THE RIGHT TO SELECT COUNSEL OF ITS
OWN CHOOSING AND SHALL HAVE ALL REQUISITE AUTHORITY TO
ENTER INTO ANY SETTLEMENT AGREEMENT AT ANY TIME IN
CONNECTION WITH ANY SUCH CLAIMS OR LIABILITIES FOR WHICH
DEVELOPER OWES INDEMNITY UNDER THIS SECTION 9.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 9
SHALL REQUIRE DEVELOPER TO INDEMNIFY OR DEFEND FOKANY
CLAIMS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE TOWN ENGINEER OR ANY TOWN
INDEMNIFIED PERSON.
SECTION 10 INTENTIONALLY OMITTED
SECTION 11 INTENTIONALLY OMITTED
Resolution 16-35
Page 13 of 22
EXHIBIT"A"
SECTION 12 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:
If to Developer: Quail Hollow Development II, LLC
935 W. Dove Road
Southlake, TX 76092
Attn: Bryan Elliott
With a copy to (which
shall not constitute notice):
Wick Phillips Gould &Martin, LLP
3131 McKinney Ave. Suite 100
Dallas, TX 75204
Attn: Bradley K. Mahanay
If to Town: Town of Westlake
Attn: Town Manager
1301 Solana Boulevard
Building 4, Suite 4202
Westlake, Texas 76262
With a copy to (which
shall not constitute notice)
Boyle &Lowry, L.L.P.
Attn: L. Stanton Lowry
4201 Wingren Dr., Suite 108
Irving, Texas 75062
SECTION 13 ASSIGNMENT AND SUCCESSORS
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. Any lawful assignee or successor in interest of the
Developer of all rights and obligations under this Agreement shall be deemed `the
Developer' for all purposes under this Agreement.
Resolution 16-35
Page 14 of 22
EXHIBIT"A"
SECTION 14 COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS
This Agreement will be subject to all applicable Federal, State and local laws,
ordinances, rules and regulations, including,but not limited to, all provisions of the
Town's codes and ordinances, as amended.
SECTION 15 GOVERNMENTAL POWERS
It is understood that by execution of this Agreement, the Town does not waive or
surrender any of it governmental powers or immunities that are outside of the terms,
obligations, and conditions of this Agreement.
SECTION 16 NO WAIVER
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a
waiver of that party's right to insist upon appropriate performance or to assert any
such right on any future occasion.
SECTION 17 VENUE AND JURISDICTION
If any action,whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located
in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division. This Agreement shall be construed in
accordance with the laws of the State of Texas.
SECTION 18 NO THIRD PARTY RIGHTS
The provisions and conditions of this Agreement are solely for the benefit of the
Town and The Developer, and any lawful assign or successor of The Developer,
and are not intended to create any rights, contractual or otherwise, to any other
person or entity.
SECTION 19 FORCE MAJEURE
It is expressly understood and agreed by the Parties to this Agreement that if the
performance of any obligation hereunder is delayed by reason of war, civil
commotion, acts of God, inclement weather that prohibits compliance with any
portion of this Agreement, or other circumstances which are reasonably beyond the
control or knowledge of the party obligated or permitted under the terms of this
Agreement to do or perform the same,regardless of whether any such circumstance
is similar to any of those enumerated or not, the party so obligated or permitted
shall be excused from doing or performing the same during such period of delay,
so that the time period applicable to such requirement shall be extended for a period
of time equal to the period such party was delayed.
Resolution 16-35
Page 15 of 22
EXHIBIT "A"
SECTION 20 INTERPRETATION
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this
Agreement.
SECTION 21 SEVERABILITY CLAUSE.
It is hereby declared to be the intention of the Parties that sections, paragraphs,
clauses and phrases of this Agreement are severable, and if any phrase, clause,
sentence,paragraph or section of this Agreement shall be declared unconstitutional
or illegal by the valid judgment or decree of any court of competent jurisdiction,
such unconstitutionality or illegality shall not affect any of the remaining phrases,
clauses, sentences,paragraphs or sections of this Agreement since the same would
have been executed by the Parties without the incorporation in this Agreement of
any such unconstitutional phrase, clause, sentence, paragraph or section. It is the
intent of the Parties to provide the economic incentives contained in this Agreement
by all lawful means.
SECTION 22 CAPTIONS
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
SECTION 23 ENTIRETY OF AGREEMENT
This Agreement, including any attachments attached hereto, including the
Requirements for Irrevocable Letter of Credit, and Requirements for Contractor's
Insurance, 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.
SECTION 24 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 16-35
Page 16 of 22
EXHIBIT "A"
SIGNED AND EFFECTIVE on the date last set forth below.
DEVELOPER: Quail H llo D elopment II, LLC
A
By: an lliott
Title: P f ident
Address: 935 W. Dove Rd
Southlake, Texas 76092
STATE OF TEXAS
COUNTY OF TARRANT
On U` . ,Z4 , 7 DI Lo , before me, t ' '-> t ,Notary
Public, personally appeared Bryan Elliott, personally to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity,and that by his signature
on the instrument, the person, or the entity upon behalf of which the person acted, executed the
instrument.
RY"A4- KELLY EDWARDS
Notary Public
STATE OF TEXAS � k
Notary IO#12408268
°.',TF oc t�.•°' tity Comm.Exp.February 3.201 WITNESS m and and official seal.
(SEAL) -Notary Public ,
My commission expires:
TOWN OF WESTLAKE, TEXAS
By:
Thomas E. Br ,er, T n Manager
o�N oF..�v�s�
ATTEST:
-1.
Kelly Idwards,.;T wn Secretary` " '
Date: "�X A S
f
S n LAry, ow tt ey
Date: /4/pl V/—/-
Resolution
16-35
Page 17 of 22
EXHIBIT "A"
REQUIREMENTS FOR IRREVOCABLE LETTER OF CREDIT
1. The Letter of Credit must have a duration of at least two (2) years.
2. The Town reserves the right to specify the face amount of the Letter of Credit.
3. The Letter of Credit must be issued by a FDIC insured bank in a form acceptable to the
Town of Westlake. The Town reserves the right to approve/disapprove the bank issuing
the Letter of Credit.
4. The Letter of Credit must be issued by a bank that has a minimum capital ratio of six
percent (6%), and has been profitable for each of the last two consecutive years.
5. The DEVELOPER must provide the Town with supporting financial information on the
bank to allow the Town to ascertain requirements are met.
6. Partial drawings against Letter of Credit must be permitted.
7. The Town must be able to draft on sight with proof of amount owed.
8. The DEVELOPER pays any and all fees associated with obtaining Letter of Credit.
9. Expiring Letter of Credit must be replaced by substitute Letters of Credit at least 30 days
prior to the expiration date on the Letter of Credit held by the Town until all improvements
have been inspected and accepted by the Town.
Resolution 16-35
Page 18 of 22
EXHIBIT"A"
REQUIREMENTS FOR CONTRACTOR'S INSURANCE
Contractor's Insurance
1. Without limiting any of the other obligations or liabilities of the CONTRACTOR, during
the term of the Contract, the CONTRACTOR shall purchase and maintain the following
minimum insurance coverages with companies duly approved to do business in the State
of Texas and satisfactory to the TOWN. In this section "Project" shall mean the public
facilities to be constructed by Developer or under Developer's contract with a
CONTRACTOR. Coverages shall be of the following types and not less than the specified
amounts:
a. Workers' compensation as required by Texas law, with the policy endorsed to
provide a waiver of subrogation as to the TOWN; employer's liability insurance of
not less than the minimum statutory amounts.
b. Commercial general liability insurance, including premises- operations;
independent CONTRACTOR's liability, completed operations and contractual
liability covering,but not limited to,the liability assumed under the indemnification
provisions of this Contract, fully insuring CONTRACTOR's (or Subcontractor's)
liability for injury to or death of TOWN's employees and third parties, extended to
include personal injury liability coverage with damage to property of third parties,
broad form property damage, with minimum limits as set forth below:
General Aggregate................................................................................. $2,000,000
Bodily Injury.................................$1,000,000 Each Occurrence
Property Damage...........................$1,000,000 Each Occurrence
Products—Components/Operations Aggregate .............................. $1,000,000
Personal and Advertising Injury........................................................... $1,000,000
(With Employment Exclusion deleted)
EachOccurrence .................................................................................... $1,000,000
Contractual Liability:
Bodily Injury................................$1,000,000 Each Occurrence
Property Damage..........................$1,000,000 Each Occurrence
The policy shall include coverage extended to apply to completed
operations, asbestos hazards (if this project involves work with asbestos)
and ECU (explosion, collapse and underground) hazards. The completed
operations coverage must be maintained for a minimum of one year after
final completion and acceptance of the work, with evidence of same filed
with TOWN.
Resolution 16-35
Page 19 of 22
EXHIBIT "A"
c. Comprehensive automobile and truck liability insurance, covering owned, hired
and non-owned vehicles, with a combined bodily injury and property damage
minimum limit of$2,000,000 per occurrence; or separate limits of$1,000,000 for
bodily injury (per person), and $1,000,000 for property damage. Such insurance
shall include coverage for loading and unloading hazards.
d. Property Insurance (Builder's All Risk)
i. CONTRACTOR shall purchase and maintain, at all times during the term
of its Contract with the Developer property insurance written on a builder's
risk"all-risk"or equivalent policy form in the amount of the initial contract
price,plus value of subsequent contract modifications and cost of materials
supplied or installed by others, comprising total value for the entire Project
at the site on a replacement cost basis without optional deductibles. Such
property insurance shall be maintained, unless otherwise in writing by all
persons and entities who are beneficiaries of such insurance, until final
payment has been made, or until no person or entity other than the TOWN
has an insurable interest in the property required by this paragraph to be
covered, whichever is later. This insurance shall include interests of the
TOWN, the CONTRACTOR, Subcontractors and Sub-Subcontractors in
the Project.
ii. Property insurance shall be on an "all-risk" or equivalent policy form and
shall include, without limitation, insurance against the perils of fire (with
extended coverage) and physical loss or damage including, without
duplication of coverage, theft, vandalism, malicious mischief, collapse,
earthquake, flood, windstorm, falsework, testing and startup, temporary
buildings and debris removal including demolition occasioned by
enforcement of any applicable legal requirements, and shall cover
reasonable compensation for CONTRACTOR's services and expenses
required as a result of such insured loss.
iii. If the insurance required by this paragraph requires deductibles, the
CONTRACTOR shall pay costs not covered because of such deductibles.
iv. This property insurance shall cover portions of the work stored off the site,
and also portions of the work in transit.
e. CONTRACTOR'S Protective Liability Insurance:
i. CONTRACTOR shall obtain, pay for and maintain at all times during the
prosecution of the work under the contract between the CONTRACTOR
and the Developer, a TOWN's protective liability insurance policy naming
the TOWN as insured for property damage and bodily injury, which may
arise in the prosecution of the work or CONTRACTOR's operations under
the contract.
ii. Coverage shall be on an "occurrence"basis, and the policy shall be issued
by the same insurance company that carries the CONTRACTOR's liability
insurance with a combined bodily injury and property damage minimum
limit of$1,000,000 per occurrence.
Resolution 16-35
Page 20 of 22
EXHIBIT "A"
f. "Umbrella" Liability Insurance:
The CONTRACTOR shall obtain,pay for and maintain umbrella liability insurance
during the term of the Contract between the CONTRACTOR and the Developer,
insuring CONTRACTOR for an amount of not less than$1,000,000 per occurrence
combined limit for bodily injury and property damage that follows form and applies
in excess of the primary liability coverages required herein above. The policy shall
provide"drop down"coverage where underlying primary insurance coverage limits
are insufficient or exhausted.
Policy Endorsements
1. Each insurance policy to be furnished by CONTRACTOR shall include the following
conditions by endorsement to the policy:
a. name the TOWN as an additional insured as to all applicable policies;
b. each policy shall require that 30 days prior to cancellation, non-renewal or any
material change in coverage, a notice thereof shall be given to TOWN by certified
mail. If the policy is canceled for nonpayment of premium, only 10 days written
notice to TOWN is required;
c. the term "TOWN" shall include all authorities, boards, bureaus, commissions,
divisions, departments and offices of the TOWN and individual members,
employees and agents thereof in their official capacities, and/or while acting on
behalf of the TOWN;
d. the policy phrase"other insurance"shall not apply to the TOWN where the TOWN
is an additional insured on the policy.
2. Special Conditions
a. Insurance furnished by the CONTRACTOR shall be in accordance with the
following requirements:
i. any policy submitted shall not be subject to limitations, conditions or
restrictions deemed inconsistent with the intent of the insurance
requirements to be fulfilled by CONTRACTOR. The TOWN's decision
thereon shall be final.
ii. all policies are to be written through companies duly licensed to transact
that class of insurance in the State of Texas; and
iii. all liability policies required herein shall be written with an "occurrence"
basis coverage trigger.
b. CONTRACTOR agrees to the following:
i. CONTRACTOR hereby waives subrogation rights for loss or damage to the
extent same are covered by insurance. Insurers shall have no right of
recovery or subrogation against the TOWN, it being the intention that the
insurance policies shall protect all parties to the contract and be primary
coverage for all losses covered by the policies;
ii. companies issuing the insurance policies and CONTRACTOR shall have
no recourse against the TOWN for payment of any premiums or
Resolution 16-35
Page 21 of 22
EXHIBIT"A"
assessments for any deductibles, as all such premiums and deductibles are
the sole responsibility and risk of the CONTRACTOR;
iii. approval disapproval or failure to act by the TOWN regarding any insurance
supplied by the CONTRACTOR (or any Subcontractors) shall not relieve
the CONTRACTOR of full responsibility or liability for damages and
accidents as set forth in the Contract Documents or this Agreement. Neither
shall be bankruptcy, insolvency or denial of liability by the insurance
company exonerate the CONTRACTOR from liability;
iv. deductible limits on insurance policies exceeding $1,000 require approval
of the TOWN;
v. any of such insurance policies required under this paragraph may be written
in combination with any of the others, where legally permitted,but none of
the specified limits may be lowered thereby;
vi. prior to commencement of operations pursuant to this Contract, the
Developer or the Developer's CONTRACTOR shall furnish proof
satisfactory to the Town that he has provided adequate insurance coverage
in amounts and by approved carriers as required by this Agreement;
vii. CONTRACTOR shall provide notice of any actual or potential claim or
litigation that would affect required insurance coverages to the TOWN in a
timely manner;
viii. CONTRACTOR agrees to either require its Subcontractors to maintain the
same insurance coverage and limits as specified for the CONTRACTOR or
coverage of Subcontractors shall be provided by the Contract; and
ix. Prior to the effective date of cancellation, CONTRACTOR shall deliver to
the TOWN a replacement certificate of insurance or proof of reinstatement.
Resolution 16-35
Page 22 of 22
EXHIBIT "B"
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is
entered into by and between the TOWN OF WESTLAKE, TEXAS (the "Town"), a Type-
A general law municipal corporation organized under the laws of the State of Texas, and
Quail Hollow Development II, LLC (the "Owner"), for the purposes and considerations
stated below. The Town and Owner are referred to from time to time as "Parties"herein.
WHEREAS, the Town has established an economic development program as
authorized by Resolution 16-30, adopted by the Town Council on August 22, 2016 and
attached herein as Exhibit"A"; and
WHEREAS, 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 (as
defined below), Owner and/or one or more of its Affiliates has been permitted to sell lots
for the construction of 83 to 101 single family residential homes on 188.28 acres within
the Quail Hollow development.
Section 1. RECITALS
The Town and Owner hereby agree that the following statements are true and correct and
constitute the basis upon which the Town and Owner have entered into this Agreement:
A. The Town has concluded that this Agreement is authorized by Chapter 380
of the Texas Local Government Code,Article III, Section 52(a)of the Texas
Constitution and is authorized by Resolution No. 16-30, adopted by the
Town Council on August 22, 2016, 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. Owner and/or one or more of its Affiliates is the owner of an approximately
188.28 acre residential property located in area with 1 acre zoning (the
"Development").
Resolution 16-35
Page 1 of 12
EXHIBIT "B"
C. The Town Council finds and determines that the Development will promote
economic development and stimulate business and commercial activity
consistent with the 380 Program, and that the Development will
significantly expand the local tax base, enhance the local economy, and
provide positive growth.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration,the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:
Section 2. DEFINITIONS
In addition to terms defined in the body of this Agreement, the following terms shall have
the definitions ascribed to them as follows:
Affiliate shall mean all entities, incorporated or otherwise, under common control
with, controlled by,or controlling Owner. For purposes of this definition,"control"means
forty-nine percent(49%) or more of the ownership determined by either value or vote.
Development shall have the meaning ascribed to it in Section 1. B.
Effective Date shall have meaning ascribed to it in Section 4 of this Agreement.
Owner has the meaning ascribed to it in the preamble of this Agreement.
Section 3. AGREEMENT—INCORPORATION OF RECITIALS
The Town Council has found at a duly-called and legally-noticed public meeting through
the adoption of Town Resolution No. 16-30, attached hereto as Exhibit "A" and hereby
made a part of this Agreement for all purposes, and the Town and Owner and its Affiliates
hereby agree, that the recitals set forth above are incorporated herein and true and correct
and form the basis upon which the Parties have entered into this Agreement.
Section 4. TERM
This Agreement shall be effective from the latest date of execution by the Parties (the
"Effective Date") and shall remain in force for the duration of the term of the Agreement
as defined herein unless terminated earlier in accordance with this Agreement. The term
of this Agreement shall not be considered complete until:
1. The Quail Hollow Developer Agreement has been completed pursuant to Section
2.0 thereof.
2. Issuance by the Town of a Letter of Final Acceptance of the publicly dedicated
improvements as required by Section 2.0 of the Quail Hollow Developer
Agreement.
Resolution 16-35
Page 2 of 12
EXHIBIT "B"
3. The payment of$5,000 by Developer or one or more of its Affiliates to Westlake
Academy for every residential lot in the Development shown on its final recorded
plat, which shall be paid upon the signing of the final plat for the Development by
the Town.
Section 5. TOWN'S AND OWNER'S OBLIGATIONS AND COMMITMENTS
5.1. Owner's Specific Obligations.
Owner and/or one or more of its Affiliates will provide for sale from the
Development residential lots for the construction of 83 to 101 single family homes.
A. Open Space, Lighting and Landscaping Plans
1. The dedication of one acre of park land is required for every thirty
residential lots. This requirement will be satisfied with the final
platting of Phase 213 of the proposed development through
dedication of Lot 28X,approximately 3 acres of land,on Dove Road
near the Dove Road/Randol Mill intersection that could be used as
a trailhead. Lot 28X will be dedicated as public open space/parkland
that will be privately owned and privately maintained through the
HOA.
2. The Developer shall submit to the Town Manager, or his designee,
an Open Space Plan, Lighting Plan and Landscape Plan that comply
with all Town Ordinances, Codes, rules and regulations. Upon
review by the Town Manager, or 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.
3. The Developer or HOA shall maintain and be responsible for any
and all costs (i) associated with, and necessary to provide, open
space included in the Town approved Open Space Plan, (ii) for
installation and maintenance of lighting improvements made by
Developer pursuant to the Town approved Lighting Plan, and (iii)
for making and maintenance of landscaping improvements made by
Developer pursuant to the Town approved Landscaping Plan.
B. Maintenance of lmprovements
Following the expiration of 90 days following the recording of the final plat
for Phase 2A of the Development:
1. The Developer and/or HOA shall perpetually maintain all irrigation
and landscape maintenance within in any right-of-way, proposed or
Resolution 16-35
Page 3 of 12
EXHIBIT "B"
existing, along a public road on the perimeter of the development as
depicted on the Estates of Quail Hollow Preliminary Plat approved
by Resolution 16-11, and further defined below; provided that the
Town will pay for the water to irrigate the public areas defined
below.
a. the east side of FM 1938/Davis Blvd to the subdivision
wall/fence paralleling FM 1938/Davis Blvd.;
b. the south and west sides of Dove Rd. to the subdivision
wall/fence paralleling Dove Rd.;
C. the west side of Randol Mill to the subdivision wall/fence
wall.
5.2. Town of Westlake Specific Obligations- Program Resources
The Town shall maintain, or cause to be maintained, the median irrigation
and landscape maintenance and submit an invoice to the Developer and/or
HOA for reimbursement; such costs will not include reimbursement for
water. Provided that the Town will pay for the water to irrigate the FM
1938 median defined above, following the expiration of 90 days after the
recording of the final plat for Phase 2A of the Development, the Developer
and/or HOA shall be responsible for 50% of the costs to perpetually
maintain all existing irrigation system and landscaping that exists within the
median of FM 1938 from Dove Road to south property line of the
Development.
Section 6. DEFAULT, TERMINATION AND FAILURE BY OWNER TO
MEET VARIOUS DEADLINES AND COMMITMENTS
6.1. Failure to Pay Town Taxes or Fees
An event of default shall occur under this Agreement if during the term
hereof any legally-imposed Town taxes or fees owed on, or generated by,
the Owner or one of its Affiliates with regard to the Development become
delinquent and Owner or the Affiliate does not either pay such taxes when
due or follow the legal procedures for protest and/or contest of any such
taxes. In this event, the Town shall notify Owner in writing and Owner
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 Owner and shall
have all other rights and remedies that may be available to it under the law
or in equity.
6.2. Violations of Town Code, State or Federal Law
An event of default shall occur under this Agreement if during the term
hereof any written citation is issued to Owner or an Affiliate due to the
Resolution 16-35
Page 4 of 12
EXHIBIT "B"
occurrence of a violation of a material provision of the Town Code with
respect to the Development (including, without limitation, any violation of
the Town's Building or Fire Codes, and any other Town Code violations
related to the environmental condition of the Development, or to matters
concerning the public health, safety or welfare)and such citation is not paid
or the recipient of such citation does not properly follow the legal
procedures for protest and/or contest of any such citation. An event of
default shall further occur under this Agreement if the Owner or its Affiliate
is in violation of any material state or federal law, rule or regulation on
account of the Development, improvements in the Development or any
operations thereon (including, without limitation, any violations related to
the environmental condition of the Development; the environmental
condition on other land or waters which is attributable to operations of the
Development; or to other matters concerning the public health, safety or
welfare related to the Development). Upon the occurrence of such default,
the Town shall notify Owner in writing and Owner shall have (i)thirty(30)
calendar days to cure such default or (ii) if Owner has diligently pursued
cure of the default but such default is not reasonably curable within thirty
(30) calendar days, then such amount of time that the Town reasonably
agrees is necessary to cure such default. If the default has not been fully
cured by such time, the Town shall have the right to terminate this
Agreement immediately by providing written notice to Owner and shall
have all other rights and remedies that may be available to under the law or
in equity.
6.3. General Breach
Unless stated elsewhere in this Agreement, Owner shall be in default under
this Agreement if Owner breaches any term or condition of this Agreement.
In the event that such breach remains uncured after thirty(30)calendar days
following receipt of written notice from the Town referencing this
Agreement(or, if Owner has diligently and continuously attempted to cure
following receipt of such written notice but reasonably requires more than
thirty (30) calendar days to cure, then such additional amount of time as is
reasonably necessary to effect cure, as determined by both Parties mutually
and in good faith),the Town shall have the right to terminate this Agreement
immediately by providing written notice to Owner.
6.4. Effect of Breach
The Town shall have no obligation to make the payment set forth in Section
5.2, above, during the pendency of any default by Owner hereunder and, in
the event of the Town's termination of this Agreement for default prior to
the Owner's satisfaction of its obligations under Section 5.1, shall be
relieved from making such payment. The Town shall have no right to
compel or carry out any required performance of Owner hereunder, nor
Resolution 16-35
Page 5 of 12
EXHIBIT"B"
shall the Town have any rights in the Development as a consequence hereof,
and both parties specifically disclaim any right to consequential, indirect or
punitive damages.
Section 7. NO SERVANT, CONTRACTOR OR AGENCY RELATIONSHIP
It is expressly understood and agreed that Owner shall not operate as a
servant, contractor agent, representative or employee of the Town. Owner
shall have the exclusive right to control all details and day-to-day operations
relative to its operations and obligations that it is required to perform under
the Agreement and shall be solely responsible for the acts and omissions of
its officers, agents, servants, employees, contractors, subcontractors,
licensees and invitees. Owner acknowledges that the doctrine of respondeat
superior will not apply as between the Town and Owner, or Town's
officers,agents,servants,employees,contractors,subcontractors,licensees,
and invitees. Owner further agrees that nothing in this Agreement will be
construed as the creation of a partnership or joint enterprise between the
Town and Owner.
Section 8. INDEMNIFICATION
OWNER, AT NO COST OR LIABILITY TO THE TOWN,AGREES TO
DEFEND, INDEMNIFY AND HOLD THE TOWN, ITS OFFICERS,
ELECTED AND APPOINTED OFFICIALS, AGENTS, ATTORNEYS,
SERVANTS AND EMPLOYEES, 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 OWNER'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH,
THAT RELATE TO, ARISE OUT OF OR ARE OCCASIONED BY(i)
OWNER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF
THIS AGREEMENT; OR (ii)ANY NEGLIGENT ACT OR OMISSION
OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS,
ASSOCIATES, CONTRACTORS OR SUBCONTRACTS), OR
SUBCONTRACTORSARISING OUT OF OWNER'S PERFORMANCE
OF, OR FAILURE TO PERFORM, OWNER'S OBLIGATIONS 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
Resolution 16-35
Page 6 of 12
EXHIBIT "B"
designates in writing, by certified mail, postage prepaid, or by hand
delivery:
Town: Owner:
Town of Westlake Quail Hollow Development II, LLC
Attn: Town Manager 935 W. Dove Rd
1301 Solana Boulevard Southlake, Texas 76092
Building 4, Suite 4202 Attention: Bryan Elliott, President
Westlake, Texas 76262
With Copies to (which shall With Copies to (which shall
not constitute notice): not constitute notice):
Boyle &Lowry, L.L.P. Wick Phillips Gould &Martin, LLP
Attn: L. Stanton Lowry Attn: Bradley K. Mahanay
4201 Wingren Dr., Suite 108 3131 McKinney, Suite 100
Irving,Texas 75062 Dallas,Texas 75204
Section 10. ASSIGNMENT AND SUCCESSORS
Owner may at any time after 120 calendar days following the Effective Date
transfer or otherwise convey all of its rights and obligations under this
Agreement to any successor owner of the Development,provided that in the
event that Owner transfers more than fifty percent (50%) of the
Development prior to fulfillment of the public infrastructure improvements
and Developer's responsibilities identified in the Quail Hollow Developer
Agreement and intends for its successor to carry out or complete
construction of the,the Town's consent to such transfer may be conditioned
on the Town's receipt of reasonable evidence that such successor has the
financial capacity to complete Owner's requirements under the Quail
Hollow Developer Agreement for the Development. Subject to the
foregoing limitations, any lawful successor and assignee of rights and
obligations under this Agreement shall be deemed an "Owner" for all
purposes under this Agreement with respect to the portion of the
Development conveyed to such successor. In the event of any conveyance
and assignment by Owner of one or more, but not all, tracts contained in the
Development, the parties acknowledge that the rights and obligations of
Owner's successor shall apply only to the tracts transferred to such successor,
and that such successor shall not be liable to the Town for the rights or
obligations of the Owner or any other tract. Upon the request of any such
successor, the Town shall execute a recordable instrument evidencing such
severance of the rights and obligations hereunder.
Resolution 16-35
Page 7 of 12
EXHIBIT"B"
Section 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS
This Agreement will be subject to all applicable Federal, State and local
laws, ordinances, rules and regulations, including, but not limited to, all
provisions of the Town's codes and ordinances, as amended.
Section 12. GOVERNMENTAL POWERS
It is understood that by execution of this Agreement, the Town does not
waive or surrender any of its governmental powers or immunities that are
outside of the terms, obligations, and conditions of this Agreement.
Section 13. NO WAIVER
The failure of either Party to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted hereunder shall
not constitute a waiver of that Party's right to insist upon appropriate
performance or to assert any such right on any future occasion.
Section 14. VENUE AND JURISDICTION
If any action,whether real or asserted,at law or in equity,arises on the basis
of any provision of this Agreement, venue for such action shall 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.
Section 15. NO THIRD PARTY RIGHTS
The provisions and conditions of this Agreement are solely for the benefit
of the Town and Owner, and any lawful assign or successor of Owner, and
are not intended to create any rights, contractual or otherwise, to any 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 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
Resolution 16-35
Page 8 of 12
EXHIBIT "B"
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.
Section 17. INTERPRETATION
In the event of any dispute over the meaning or application of any provision
of this Agreement, this Agreement shall be interpreted fairly and
reasonably, and neither more strongly for or against any party, regardless of
the actual drafter of this Agreement.
Section 18. SEVERABILITY CLAUSE
It is hereby declared to be the intention of the Parties that sections,
paragraphs, clauses and phrases of this Agreement are severable, and if any
phrase, clause, sentence, paragraph or section of this Agreement shall be
declared unconstitutional or illegal by the valid judgment or decree of any
court of competent jurisdiction, such unconstitutionality or illegality shall
not affect any of the remaining phrases, clauses, sentences, paragraphs or
sections of this Agreement since the same would have been executed by the
Parties without the incorporation in this Agreement of any such
unconstitutional phrase, clause, sentence, paragraph or section. It is the
intent of the Parties to provide the economic incentives contained in this
Agreement by all lawful means.
Section 19. CAPTIONS
Captions and headings used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
Section 20. ENTIRETY OF AGREEMENT
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and
agreement between the Town and Owner, and any lawful assign and
successor of Owner, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void
to the extent in conflict with any provision of this Agreement.
Notwithstanding anything to the contrary herein, this Agreement shall not
be amended unless executed in writing by both parties and approved by the
Town Council of the Town in an open meeting held in accordance with
Chapter 551 of the Texas Government Code.
Resolution 16-35
Page 9 of 12
EXHIBIT "B"
Section 21. COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which
shall be considered an original, but all of which shall constitute one
instrument.
[signature page follows]
Resolution 16-35
Page 10 of 12
EXHIBIT "B"
EXECUTED as of the last date indicated below:
TOWN OF WESTLAKE: QUAIL HOLLOW DEVELOPMENT
II, LLC
Thomas E. Br er Bry El,� ott
Town Manager Manaer
Date: �..... Date: c
APPROVED AS TO FOR AND LEGALITY:
By:
i6 ant :n
Town Attorney
Resolution 16-35
Page 11 of 12
EXHIBIT "B"
LIST OF EXHIBITS
Exhibit "A"—Resolution 16-30
Resolution 16-35
Page 12 of 12
TOWN OF WESTLAKE
RESOLUTION NO. 16-30
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, ADOPTING AN ECONOMIC DEVELOPMENT INCENTIVE POLICY.
WHEREAS, the Town of Westlake, Texas, relies upon the generation of Sales and Use
Taxes for basic city operations; and
WHEREAS, the Town of Westlake aggressively pursues sales tax producing enterprises
that meet the Town's high development standards; and
WHEREAS, Chapter 312 of the Texas Tax Code requires that guidelines and criteria be
adopted by the Town Council before entering into any Economic Development Agreement that
provides reimbursement of taxes; and
WHEREAS, Chapter 380 of the Texas Local Government Code allows the Town
Council to create policies for economic development and any related grants or incentives.
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of Westlake.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true
and correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That the Town of Westlake Town Council does hereby approves the
proposed policy, attached as Exhibit "A", Town of Westlake Economic Development Incentive
Policy and directs the Town Manager to immediately submit an Economic Development
Agreement to the Town Council consistent with the terms of this policy.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
Resolution 16-30
Page 1 of 5
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 22" DAY OF AUGUST, 2016.
ATTEST: 4rf.
Laura L. Wheat, Mayor
hd-y-\ 4;
KellyEdwar&' Town Secretary Thomas E. Brymer,'*' anageg
04'•.‘‘'\
WFST
APPROVED AS TO FORM: p
it
7&7 L. Sta on Lowry, own Attorney 7-EX P`' ,o
Resolution 16-30
Page 2 of 5
Exhibit A
Town of Westlake
Economic Development Incentive Policy
Section I. General Purpose and Objectives
The Town of Westlake, Texas, ("Town") is committed to the promotion and retention of high
quality development in all parts of the Town as part of an overall effort to improve the quality of
life for its residents. Since these objectives can be served, in part, by the expansion of its
commercial business, retail, and mixed use base, the Town will, on a case-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 economic 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 document.
Nothing within this policy shall imply or suggest that the Town is under any obligation to
provide Incentives to any applicant. All applicants ("Applicants") for any Incentives shall be
considered on a case-by-case basis.
Section IL Applicability
This Economic Development Incentive Policy (the "Policy") establishes guidelines and criteria
for Incentives as allowed for by the provisions of Chapter 312 of the Texas Tax Code, and other
economic grants, loans, or incentives as authorized by Chapter 380 of the Texas Local
Government Code, the Development Corporation Act, Article 5190.6, Tex. Rev. Civ. Stat.,
Article III, Section 52-a of the Texas Constitution, and other applicable laws. Any Incentive
approved by the Town's Town Council ("Town Council") pursuant to the Policy must be
memorialized in an agreement to be executed and approved by the Town and applicant (the
Incentive Agreement").
Section III. Tax Abatement Criteria
A. Any application for tax abatement shall be reviewed and approved or disapproved by the
Town Council and, if applicable, consider the recommendations of the Westlake Development
Corporation and/or the Westlake 4A Corporation. In general, the application will be considered
based upon the following:
The `value added' to the community by the Applicant's proposed project;
The likelihood of the development of the proposed project without abatements;
The comparison of the use of abatements versus the use of other potential incentives.
B. Specific considerations for approving tax abatement applications will be based upon the
degree to which the proposed project:
Resolution 16-30
Page 3 of 5
Furthers the goals and objectives of the Town as expressed in the Town's
Comprehensive Plan, Planned Development District Ordinances, and infrastructure
plans;
Impacts the Town's costs and ability to provide municipal services;
Impacts the local environment, housing market, and available infrastructure;
Offers potential for long term payback in tax and/or other revenues for the Town's
investment;
Potentially stimulates other desirable economic development within the Town.
C. Term of the Abatement — A tax abatement may be granted for a maximum of ten (10)
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 IV. Value of the Project
The amount of the Incentive will be determined by the Town Council based upon the merits of
the economic development project (the "Project"), including, but not limited to, the factors
referenced in paragraph III. B. (above) and the following specific economic considerations:
total capital investment;
added employment;
generation of other tax revenues.
Incentives may be granted only for the additional value of eligible property improvements
described in the Project and listed in the executed tax abatement agreement. Target thresholds
are established as expected qualifying levels for abatement consideration as indicated in
paragraphs A and B as follows:
A. For New Businesses or Development - 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 the Town of Westlake; or to create a minimum of 200 full-time jobs, or to
generate annual sales tax revenues to the Town of at least $100,000.
B. For Expansion or Modernization of Existing Businesses or Development — The 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 minimum of 100 full
time jobs, or to generate additional annual sales tax revenues to the Town of at least$50,000.
Section V. Inspection, Verification and Incentive Modification
The terms of an Incentive Agreement shall include the Town's right to:
a) require the submission of an annual certification of compliance for the property receiving an
Incentive; (b) conduct an on-site inspection of the project in each'year during the life of the
Incentive to verify compliance with the terms of the Agreement and the Policy; and(c) reduce or
Resolution 1 6- 3 0
Page 4 of 5
eliminate the Incentive if the applicant has failed to comply with the requirements of the
Incentive Agreement.
Section VI. Evaluation
Upon completion of the Project, the Town shall no less than annually evaluate each Project
receiving an abatement to insure compliance with the terms of the agreement. Any incidents of
non-compliance will be reported to all affected taxing units.
Section VII. 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
affect, impair, or invalidate the remainder of the guidelines and criteria in this Policy.
Section VIII. Expiration and Modification
This Policy 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
Town Council 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 be
reviewed and approved or disapproved by the Town Council. In the review process, the Town
Council will, if applicable, consider the recommendations of the Westlake Development
Corporation and/or the Westlake Type 4A Corporation. Any such economic development grants,
loans, and other incentives may come from any one or combination of the following:
Grants or loans as authorized by Chapter 380 of the Texas Local Government Code;
The general Sales and Use taxes of the Town;
Sales and Use taxes collected pursuant to section Type 4A of Article 5190.6, Tex.
Rev. Civ. Stat.; and/or
Any other lawful source of revenue of the Town including, but not limited to, bond or
other debt financing which further the purpose of economic development.
B. 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 Agreement, which indicates the specific details of the Project and compliance with the
Policy.
Resolution 16-30
Page 5 of 5
By:
MARY LOUISE NICHOLSON %60M N-35
e m COUNTY CLERK
100 West Weatherford Fort Worth, TX 76196-0401
PHONE (817) 884-1195
TOWN OF WESTLAKE
1500 SOLANA BLVD. BLDG 7, SUITE 7200
WESTLAKE, TX 76262
Submitter: TOWN OF WESTLAKE
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD,
Filed For Registration: 3/18/2019 1:23 PM
Instrument#: D219052802
RESOL 37 PGS $156.00
D219052802
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.
Controlling
Name of Interested Party4 Nature of interest
City, State, Country (place of business)
Intermediary
(check applicable)
CERTIFICATE OF INTERESTED PARTIES 1295FORM
1 of 1
1
OFFICE USE ONLY
2 06/24/2019
Complete Nos. 1 - 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Quail Hollow Development I
Trophy Club, TX United States
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
3
Town of Westlake
Resolution 16-35 – Quail Hollow Development and Economic Development Agreement
Res 16-35
2019-509050
06/25/2019
Date Filed:
Date Acknowledged:
Certificate Number:
CERTIFICATION OF FILING
6
Signature of authorized agent of contracting business entity
My name is _______________________________________________________________,
UNSWORN DECLARATION
Check only if there is NO Interested Party.5
X
My address is _______________________________________________, _______________________,
and my date of birth is _______________________.
Executed in ________________________________________County,
I declare under penalty of perjury that the foregoing is true and correct.
(street)(state)(zip code)(country)
(year)(month)
_______, ______________, _________.
State of ________________, on the _____day of ___________, 20_____.
(city)
(Declarant)
Version V1.1.39f8039cwww.ethics.state.tx.usForms provided by Texas Ethics Commission