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Ord 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. WB TEXAS RESORT COMMUNITIES, L.P.. 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 WB TEXAS RESORT COMMUNITIES, L.P. 2 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 WB TEXAS RESORT COMMUNITIES, L.P 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 WB TEXAS RESORT COMMUNITIES, LY 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 WS TEXAS RESORT COMMUNITIES, L.P. 5 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 WB TEXAS RESORT COMMUNITIES, L.P. 8 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 WB TEXAS RESORT COMMUNITIES, LY 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 W6 TEXAS RESORT COMMUNITIES, L.P. 10 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 WB TEXAS RESORT COMMUNITIES, L.P. 11 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. WB TEXAS RESORT COMMUNITIES, L.P. 12 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. WB TEXAS RESORT COMMUNITIES, L.P. 13 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. WB TEXAS RESORT COMMUNITIES, U.P. 14 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 -2j2 Notary Printed Name WB TEXAS RESORT COMMUNITIES, L.P. 28 L2�Lj I' T � +k°� i i +PeR4fW0.t{ MILKY Lad ,E } cEI�sit I 1 F �o +� SKr&" I Si MO9D5'Yei l.li� a Z d `� �_� I • ,2y X. `I 0 aiq rr / r , ' 9 1 •.j0 }e'.• _ n r �N i'%- l 11 S '� �`, '5 'k o • • , : a `: i IT � I ® i,}SIS s�:` s I 'E` •ei I _t. 7. t. jO i + `� . �e I LOT @Rf hKD4vml 0. :ruueER or fors 12.D99 g. 17 s- I fl _ - — � 4. • � W, [ � + • ° I ° } n- c aTt J rOTq� 7@E a ° .`n —� `.; 1 "O\ , v • p.• I I c��c jR ° �— -�' I NorE, IwE MAzruL rS SM L F REST l.[ 7 , t I® ¢ i s r— •• ;,� II RO 28H+LDf LO rS Swau B� Rf SrRIF r[p ° rFa N 19 Zga E6 T5 00 I - o -srn �` •1' X. 4 5 :�¢=~r� 4T. - `� p. ° l� � ��`At. ¢ ST 7L�o � r �„ TQ y. k�Qi �• 'F :g'r y `_�- o r� l -5\'O 1 �It.�''•f \ Y d , �, � I � F q i I SI f.. � �I 14510v511RE'N ndxlr 9r.uwiTES. �a 56ua �5SL T LM 4v9 ° a; �' _ _ 5 f — �O f �4 y t S T• I 5,..w so9 [onr c saurK sr. rw,.�axa- u s,°a° ip atw°° "aaa{Ants 1 Pna,.c 659/See-]SOO c •. +� � � �/ � "a I ex. ss9/e ii 9rs° � ,360° >.cR".,x r,a5..,. 1:r11E 750 I J � / �� //q� `.� r �j� J L CW[.Cr. LE4 L SEN tOAS wfl4iu iCp lS 15�Ir -° Z = ! OC[_A Cf 4> iLJI SQ` �`••`. ' :O• , ° IS L9UL CfM>K onnr.0 Hrl 1]+ ea']0 So 1 ail/<a>-a ss ° ' � I `�1 f l C �� — / °7C � • iQ , � � Ito GRAPHIC SCALE Ip . A Sa y - f �4 -_.•_• °' sr < i�1 5 'y `�, e S iH rE&� . _ � t r •a - ` ` �, I f `N' °. / I inch - 2oa !L jo\ S �'� ' r t e {� �r � Z`b � f � � ' � Ij p Z ` I j (�' C � I •" � ,��� ® .1 - •�' �>Y� r • I �' _ � � � y � ' ti' /� � , /1�i l`r �-. �r�'l c�F,r i ' =T- / G - S � 1 s T s > �� --��! / COMPOSITF OF PRELIMINARY PL -Sl' coPD 3—t ADDITION. 'TRACT I SITUATED IN THE ISS?or DOGGF.SS SURvPY, AGsrRACT NO, 196 ( 101 .1 AC-) JOSIAH WALNE.R SURVEY. AASTRACT NO. 1504 (23S.0 AC -1 MF;'.1UCAP` IIUNT SURVF: Y'. Af35TRACT �i C3, 75G (10'Z.9 AC -i TOWN OF ESTL\F. , TARRANT COUNTY. TEAS _ �, _ 59RtiL,i]R ^.� ��,v. ��� �.. - - -Horn 11 958�� g and Associates, Inc. ae ji• L.. .Y:,v 3 f Y s ; a = . L t- 1 -- = j 5S DATE MAR%11 9. ZOO{1