Item 9C - Attachment A - Commercial Developer Agreement- RedlinesPage 1 of 22 2023 Revision
PD.42190340.3
Carillon Parc
DEVELOPER AGREEMENT – PHASE 1
An Agreement between the City of Southlake, Texas, hereinafter referred to as the “City”,
and the undersigned Developer, Carillon Crown LLC, hereinafter referred to as the
“Developer”, of Carillon Parc, hereinafter referred to as the “Addition” to the City of
Southlake, Tarrant County, Texas, for the construction and installation of certain public
facilities located therein, and to provide city and other utility services thereto, which
includes, but is not limited to, streets, sidewalks, water, sewer, drainage, and any other
public infrastructure improvements (collectively referred to as the “Public Facilities”). The
Public Facilities are required to be constructed in full compliance with all terms and
conditions of the Economic Development Agreement between the City and Developer
(the “Economic Development Agreement”), all zoning requirements for the Carillon
Zoning District, and the residential requirements for the Development and phasing
requirements established by City Ordinance No. 480-564 and City Ordinance No. 480-
564E. It is understood by and between the parties that this Agreement is applicable to
Phase 1 of the Addition only and includes both residential and non-residential
improvements to the Addition, including 79 residential lots and certain off-site
improvements necessary to support the Addition. The “Phase 1 Improvements” to the
Addition are more particularly identified on Exhibit A attached hereto and incorporated
herein by reference.
I. GENERAL REQUIREMENTS
A. It is agreed and understood by the parties hereto that the Developer shall employ
a civil engineer licensed to practice in the State of Texas for the design and
preparation of the plans and specifications for the construction of all Public
Facilities covered by this Agreement.
B. The Developer hereby agrees to comply with all federal, state, and local laws that
are applicable to development of this Addition.
C. The Developer agrees that the completed project will be constructed in
conformance with the Development Site Plan, Construction Plans and other
permits or regulatory authorizations granted by the City during the development
process.
D. Developer is prepared to develop the Addition as rapidly as possible and is
desirous of selling lots to builders and having residential building activity begin as
quickly as possible and the City is desirous of having the Addition completed as
rapidly as possible, the City agrees to release 10% of the lots (7 lots) after
installation of Public Facilities. Except as explicitly provided herein to the contrary,
Building permits relating to any contemplated Phase 1 Improvements shall not be
issued unless and until Inspection and Acceptance (defined below) thereof by the
Formatted: Indent: Left: 0.25", Numbered + Level: 1 +
Numbering Style: A, B, C, … + Start at: 1 + Alignment: Left +
Aligned at: 0.5" + Indent at: 0.75"
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City. In addition, for the avoidance of confusion, certificates of occupancy for any
Phase 1 Improvements Building permits shall not be issued until all Public
Facilities are Works infrastructure is deemed substantially complete by the City, all
appropriate Fire Code requirements are satisfied and street signs with street
names are in place. Temporary, all-weather signs as specified in the Manual of
Uniform Traffic Control Devices (MUTCD) securely fastened in the ground are
acceptable until permanent street signs are installed. The Developer recognizes
that the remaining building permits or Certificates of Occupancy for residential
dwellings will not be issued until the supporting Public Facilities including
permanent street signs with block numbers and regulatory signs within the Addition
have been accepted by the City. This will serve as an incentive to the Developer
to see that all remaining items are completed. Notwithstanding the foregoing or
anything herein to the contrary, the parties hereto acknowledge that the residential
lots within the Addition that are adjacent to Riviera Blvd. (hereinafter, the “Riviera
Blvd. Lots”) can be permitted for building purposes prior to the completion of the
Public Facilities; provided, however, that in no event shall a certificate of
occupancy be issued for any such lots prior to Inspection and Acceptance.
D.E. The Developer will present to the City, in
form acceptable to the City, either (1) a cash escrow, (2) Letters of Credit, or (3)
performance bond and payment bond, guaranteeing and agreeing to pay an
amount equal to 100% of the value of the construction cost of all Public Facilities
to be constructed by the Developer, and providing for payment to the City as the
beneficiary or additional obligee, as applicable, of the total remaining amounts
required for the completion of the Public Facilities if the Developer fails to complete
the work within two (2) years of the signing of this Agreement between the City
and Developer. All bonds shall be issued by a bonding company licensed to do
business in the State of Texas . All Letters of Credit must meet the “Requirements
for Irrevocable and Unconditional Letter of Credit”, which is attached hereto and
incorporated herein as Exhibit B.
The value of the performance bond, letters of credit or cash escrow will reduce at
a rate consistent with the amount of work that has been completed by the
Developer and accepted by the City. Performance and payment bonds, Letters of
Credit or cash escrow from the prime contractor(s), hereinafter referred to as
Contractor, or other entity acceptable to the City, may be accepted in lieu of
Developer’s obligations specified above, at the discretion of the City.
E.F. Any guarantee of payment instrument
(Performance Bond, Letters of Credit, etc.) submitted by the Developer or
Contractor on a form other than the one which has been previously approved by
the City as “acceptable” shall be submitted to the City Attorney and this Agreement
shall not be considered in effect until such City Attorney has approved the
instrument.
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F.G. Any surety company through which a
bond is written shall be a surety company duly authorized to do business in the
State of Texas, provided that the City, through the City Manager, shall retain the
right to reject any surety company as a surety for any work under this or any other
Developer’s Agreement within the City regardless of such company’s authorization
to do business in Texas.
G.H. The Developer agrees to furnish to the
City a 2-year maintenance bond, letters of credit or cash escrow in an amount
equal to 100% of the cost of construction of all Public Facilities. The 2-year
maintenance bond, letters of credit or cash escrow will take effect on the date of
Inspection and Acceptance of all of the Public Facilities in the Addition, and shall
secure all costs of maintenance of such Public Facilities for a period of two (2)
years. The 2-year maintenance bond, letters of credit or cash escrow will be
supplied to the City by the contractors performing the work, and the City will be
named as the beneficiary or obligee, as applicable.
H.I. No work shall be initiated on or in said
Addition by Developer, save and except as provided above; until the payment,
performance and 2-year maintenance bond, letters of credit or cash escrow
required in Paragraphs E and H have been provided to the City.
I.J. It is further agreed and understood by the parties hereto that upon Inspection and
Acceptance by the City, title to all Public Facilities and improvements mentioned
herein above which are intended to be Public Facilities shall be vested in the City,
and Developer hereby relinquishes any right, title, or interest in and to said Public
Facilities or any part thereof. It is further understood and agreed that until
Inspection and Acceptance of such Public Facilities, the City shall have no liability
or responsibility for any such Public Facilities.
J.K. For purposes of this Agreement,
“Inspection and Acceptance” means the process by which the City reviews the
completed construction of the Public Facilities to determine the validity and quality
of the work performed meets all City engineering standards, to be subsequently
owned, operated and maintained by the City, and acknowledged by the City
through an issuance of a final acceptance letter to Company stating the Public
Facilities, as applicable, have been completed according to City standards.
K.L. On all Public Facilities included in this
Agreement for which the Developer awards Developer’s own construction
contract, Developer agrees to the following procedures:
1. Developer shall pay all applicable fees and costs prior to scheduling a pre-
construction meeting, including the following:
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a. Administrative fees equal to three percent (3%) of the cost of all Public
Facilities included in said agreement, based on actual bid or contract
construction costs; and
b. Inspection fees equal to three percent (3%) of the cost of all Public Facilities
included in said Addition, based on actual bid or contract construction costs.
2. Developer shall also be responsible for the following fees and costs:
a. Cost of trench backfill density testing (95% Standard);
a.b. Any charges for re-testing as a result of
failed tests;
b.c. Water usage after obtaining a fire hydrant
meter from the City to be utilized for construction purposes only; and
c.d. Actual charges for inspections during
Saturday, Sunday, holidays, and after normal working hours will be
assessed to the project and payment by the Developer will be required prior
to Inspection and Acceptance.
3. City agrees to bear the expense of:
a. All nuclear density tests on the roadway subgrade (95% Standard);
b. Cost of trench backfill density testing (95% Standard);
c.b. Technicians time for preparing concrete
cylinders;
d.c. Concrete cylinder tests and concrete
coring samples;
e.d. All gradation tests required to insure
proper cement and/or lime stabilization; and
f.e. Soil series for cement or lime.
4. The City may delay connection of private services to public utility mains
constructed under this Agreement until water mains, sanitary sewer mains and
storm drain lines have been tested and deemed accepted by the City.
L.M. Both the Developer and any third party,
independent entity engaged in the construction of houses, hereinafter referred to
as “Builder”, will be responsible for mowing all grassed areas and weeds and
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otherwise reasonably maintaining the aesthetics of all land and lots in said Addition
which have not been sold to third parties. After fifteen (15) days written notice,
should the Developer or Builder fail in this responsibility, the City may contract for
this service and bill the Developer and Builder for reasonable costs. Such amount
shall become a lien upon all real property of the Addition so maintained by the City,
and not previously conveyed to other third parties, 120 days after Developer
receives notice of costs.
II. PUBLIC FACILITIES
A. STREETS
Street construction in the Addition shall be installed in conformance with the
requirements of the City and in accordance with plans and specifications to be
prepared by the Developer’s engineer and released by the Director of Public
Works.
1. The Developer will be responsible for the following:
a. Installation and two-year operational cost of street lights, which is payable
to the City prior to Inspection and Acceptance of the issuance of any
certificates of occupancy within the Addition (with the exception of any
Riviera Blvd. Lots, if applicable); or an executed agreement with utility
provider stating that no charge will be made for street lights for the two-year
duration. The executed agreement must be presented to the City prior to
Inspection and Acceptance;
b. 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 Addition, said signs to be of
a type, size, color and design standard generally employed by the
Developer and approved by the City in accordance with City ordinances;
c. Installation of all regulatory signs based on the MUTCD as prepared by the
Developer’s engineer by an engineering study or direction by the Director
of Public Works. It is understood that Developer may install signage having
unique architectural features; however, should the signs be moved or
destroyed by any means, the City is only responsible for replacement of the
standard signage and poles. Developer or Home Owners Association will
be responsible for any additional cost for replacement of custom or unique
signs.
2. All street construction will be subject to Inspection and Acceptance by the City.
No work will begin on any street in said Addition 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
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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 final plat of the Addition in accordance with plans and specifications to be
prepared by the Developer’s engineer and released by the City for construction
and in accordance with Ordinance No. 170, as amended, and any other local, state
and federal regulations. The Developer shall be responsible for all construction
costs, materials and engineering. In the event that certain public water lines are
to be oversized to comply with the City’s Water Master Plan, the City will reimburse
the Developer for the oversize cost greater than the cost of an 8” line.
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 Addition. 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 City. Further, the Developer agrees to
complete this installation in accordance with Ordinance No. 440, 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. In the
event that certain public sanitary sewer lines are to be oversized to comply with
the City’s Wastewater Master Plan, the City will reimburse the Developer for the
oversize cost greater than the cost of an 8-inch line. Additionally, the contractor
may utilize, for construction purposes only, water from City after obtaining a fire
hydrant meter.
D. DRAINAGE
The Developer hereby agrees to install drainage facilities to service all lots as
shown on the final plat of the Addition in accordance with the plans and
specifications to be prepared by Developer’s engineer and released by the City for
construction. The Developer also agrees to adhere to Ordinance No. 605, 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
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water which may be in force at the time that development proposals are being
presented for approval to the City. The Developer hereby agrees to comply with
all provisions of the Texas Water Code.
E. EROSION CONTROL
The Developer agrees to comply with Ordinance No. 946, as amended, regarding
erosion and sediment control during construction of the Addition. 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.
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
Director of Public Works a Storm Water Pollution Prevention Plan (SWPPP) and/or
erosion control plan that will be implemented for this Addition. When in the opinion
of the Director of Public Works 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. If the Developer does not remove the soil from the affected areas within 72
hours, the City may remove the soil build-up either by contract or by City forces
and place the soil within the Addition at the Developer’s expense. All expenses
must be paid to the City prior to Inspection and Acceptance of the Addition.
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 21 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 14th
day after construction activity.
After final stabilization has been established on all disturbed areas of the Addition
and all permanent erosion control measures have been installed and working
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effectively, the Developer shall request Inspection and Acceptance of the project
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 City 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 Addition. The
Developer agrees to maintain these amenities until such responsibility is turned
over to a homeowners association. The Developer and its successors and assigns
understand that the City shall not be responsible for the replacement of these
amenities under any circumstances and further agrees to indemnify and hold
harmless the City 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 right-of-way with regard to these improvements and the
Developer shall, at his own cost and expense, defend and protect the City
against all such claims and demands.
G. AMENITIES
It is understood by and between the City and Developer that the Addition may
incorporate several unique amenities and aesthetic improvements such as walking
trails, lakes/ponds, playgrounds, benches, tables, park components, street
furniture, lighting, walls, signage, landscaping, irrigation, irrigation control systems,
and other park and accessory amenities. All park amenities must meet the City’s
park amenities standards as detailed within the Southlake 2035 Parks, Recreation
& Open Space Master Plan.
The Developer shall be responsible for the construction and maintenance of all
such aesthetic improvements and unique amenities until such responsibility is
turned over to a homeowner’s association. The Developer agrees to inform all
builders and/or potential homeowners of their maintenance obligations.
H. START OF CONSTRUCTION
Before the construction of the streets, water, sewer, or drainage facilities can
begin, the Developer must do the following:
1. Execute a Developer Agreement by all parties;
2. Schedule and attend a pre-construction meeting between Developer and City
and including all Contractors, major Sub-Contractors, Utilities and appropriate
Government Agencies;
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3. Furnish to the City a list of all subcontractors and suppliers which will be
providing greater than $1,000 of work in the Addition;
4. Submit for approval by the City the payment and performance bonds and 2-
year maintenance bond or acceptable alternate security naming the City as
beneficiary or obligee, as applicable;
5. Submit at least two (2) - 22”x34” (full size) sets and five (5) -11”x17” (half size)
scalable sets of construction plans to be stamped “Released for Construction”
by the Director of Public Works plus any additional sets needed for the
developer and contractor;
6. Pay all fees required to be paid to the City; and
7. Furnish to the City a policy of general liability insurance, naming the City as
additional insured, prior to commencement of any work. All insurance must
meet the “Requirements for Contractor’s Insurance”, which is attached hereto
and incorporated herein as Exhibit C.
III. GENERAL PROVISIONS
A. INDEMNIFICATION
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE
OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS OF WHATSOEVER KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT
WITNESSES AND OTHER CONSULTANTS), ARISING OUT OF OR IN
CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION,
MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID
IMPROVEMENT OR IMPROVEMENTS BY DEVELOPER, DEVELOPER’S
AGENTS, CONTRACTORS AND SUBCONTRACTORS, AND SHALL
FURTHER BE LIABLE FOR INJURY OR DAMAGE TO CITY PROPERTY,
ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR
OMISSIONS OF DEVELOPER, ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, AND SUBCONTRACTORS. THIS OBLIGATION TO
INDEMNIFY SHALL APPLY TO ALL CLAIMS THAT ARISE FROM EVENTS
THAT OCCUR PRIOR TO THE TIME THE CITY ACCEPTS THE ADDITION,
REGARDLESS OF WHETHER ANY SUCH DAMAGES, CLAIMS OR
LIABILITIES ARE CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENT
ACT OR OMISSION, OR OF THE CONCURRENT NEGLIGENT ACT OR
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OMISSION, OF THE CITY, ITS OFFICERS AND EMPLOYEES, AND SHALL
CONTINUE FOR TWO YEARS AFTER THE CITY ACCEPTS THE ADDITION.
THIS INDEMNIFICATION IS NOT INTENDED TO APPLY TO CLAIMS MADE
AGAINST THE CITY RESULTING FROM NEGLIGENT ACTS OF CITY
EMPLOYEES COVERED UNDER SECTION 101.021 OF THE TEXAS CIVIL
PRACTICE AND REMEDIES CODE.
B. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, and all obligations of the parties created hereunder
are performable in Tarrant County, Texas. Exclusive venue for any action
arising under this Agreement shall lie in the state district courts of Tarrant
County, Texas.
C. Approval by the Director of Public Works or other City employee of any plans,
designs or specifications submitted by the Developer pursuant to this
Agreement shall not constitute or be deemed to be a release of the
responsibility and liability of the Developer, the Developer’s engineer,
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 and liability by the City for any defect in the design and
specifications prepared by the consulting engineer, or its officers, agents,
servants or employees, it being the intent of the parties that approval by the
Director of Public Works signifies the City’s approval on only the general design
concept of the improvements to be constructed. In this connection, the
Developer shall for a period of two (2) years after the Inspection and
Acceptance by the City of the completed construction project, indemnify and
hold harmless the City, its officers, agents, servants and employees, 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 Developer’s engineer’s
designs and specifications incorporated into any improvements
constructed in accordance therewith, and the Developer shall defend at
his own expense any suits or other proceedings brought against the City,
its 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 or any of them in connection
herewith. If Texas Local Gov’t Code Sec. 271.904 applies to this
paragraph, then this paragraph shall be limited to the indemnity
obligations of Texas Local Gov’t Code Sec. 271.904.
C.D. This Agreement or any part herein, or
any interest herein, shall not be assigned by the Developer without the express
written consent of the City Manager.
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D.E. On all Public Facilities included in this
Agreement for which the Developer awards a construction contract, the
Developer agrees to employ a construction contractor who is acceptable to the
City, said contractor shall meet City and statutory requirements for being
insured, licensed and bonded to do work on public projects and to be qualified
in all respects to bid on public projects and to be qualified in all respects to bid
on public projects of a similar nature.
E.F. Work performed under the Agreement
shall be completed within two (2) years from the date thereof. In the event the
work is not completed within the two (2) year period, the City may, at its
election, draw on the performance bond, Letters of Credit, or other security
provided by Developer and complete such work at Developer’s expense,
provided however, that if the construction under this Agreement shall have
started within the two (2) year period, the City may agree to renew the
Agreement with such renewed Agreement shall be in compliance with the City
policies in effect at that time.
F.G. The City is an exempt organization under
Section 151.309, Tax Code, and the Public Facilities constructed under this
Agreement will be dedicated to public use and accepted by the City upon
acknowledgement by the City of completion and Inspection and Acceptance in
accordance with this Agreement.
1. The purchase of tangible personal property, other than machinery or
equipment and its accessories, repair, and replacement parts, for use in the
performance of this Agreement is, therefore, exempt from taxation under
Chapter 151, Tax Code, if the tangible property is:
a. necessary and essential for the performance of the Agreement; and
b. completely consumed at the job site.
2. The purchase of a taxable service for use in the performance of this
Agreement is exempt if the service is performed at the job site and if:
a. this Agreement expressly requires the specific service to be provided
or purchased by the person performing the Agreement; or
b. the service is integral to the performance of the Agreement.
G.H. Prior to Inspection and Acceptance of the
Addition, the Developer shall provide to the City two (2) copies of Record
Drawings of the Addition, showing the Public Facilities as actually constructed.
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Such drawings shall be stamped and signed by the registered professional
engineer of record. In addition, the Developer shall provide electronic files of
the drawings in a format acceptable to the City. The project coordinate system
must tie to the State Plane Coordinate System.
IV. OTHER ISSUES
A. CITY COUNCIL ACTION ITEMS
Per the Economic Development Agreement and City Ordinance No. 480-564
and City Ordinance No. 480-564E, the following requirements apply:
- Phase 1 site infrastructure (including roadway and utilities as shown on the
approved civil construction plans for Carillon Parc Phase 1) shall be
constructed and accepted by the City prior to release of Building Permits on
all residential lots.
- Certificates of occupancy for the commercial sites within the Development,
as that term is defined in the Economic Development Agreement, Carillon
Parc Addition will not be issued before the 8-9 acre Park is completed in
accordance with the Economic Development Agreement and City
Ordinance No. 480-564E.
- The White Chapel widening from SH114 to E. Kirkwood Boulevard will be
constructed and accepted by the City prior to the issuance of a certificate of
occupancy for any commercial/office/mixed use building within the
Development, as that term is defined in the Economic Development
AgreementCarillon Parc Addition.
- No building permits for any lots in the Development, as that term is defined
in the Economic Development AgreementAddition, either commercial or
residential, will be issued except in compliance with the Economic
Development Agreement and all applicable City Ordinances.
B. SIDEWALK
Sidewalk along the street frontage of the residential lots within Phase 1 of the
Addition shall be constructed with each lots Building Permit. All other sidewalk,
including sidewalk within open space lots, and along the street frontages of E.
Kirkwood Boulevard., N. White Chapel Boulevard and SH114 shall be
constructed with the Phase 1A public works construction permit.
C. DRAINAGE
The development will utilize offsite detention ponds within the existing Carillon
subdivision through a proposed storm drainage system. The existing detention
ponds were designed to accept flow from this development.
D. DOWN STREAM CRITICAL DRAINAGE STRUCTURE FEE
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This development is partially located within the stormwater drainage basin for
Critical Drainage Structure #9 and requires a fee of $278.14 per developed
acre. Therefore, the developer will pay a Downstream Critical Structure Fee of
$8,472.14 for this 30.46 acre development.
E. PARK DEDICATION
Pursuant to the Economic Development Agreement, Developer has agreed to
dedicate by plat an approximately 8-9 acre Park to the City in compliance with
Ordinance No. 480-564E. The dedication of the Park by plat will be completed
no later than December 31st, 2024. The Park, as that term is defined in the
Economic Development Agreement, is within the overall Carillon Parc
development and is generally located or shown within Block H on the
preliminary plat for Carillon Parc Addition. The Park will be completed in Phase
1A as required in the Economic Development Agreement.
F. TREE PRESERVATION
All construction activities shall comply with Ordinance No. 585-D, as amended,
and Ordinance No. 585-B, as amended, which pertain to Tree Preservation
requirements and as may be amended by the City Council. Such conditions
include, but are not limited to, proper posting of tree protection warning signs
and tree protection measures to be maintained throughout the duration of the
project.
G. GOVERNMENTAL FUNCTIONS
The parties hereby acknowledge and agree that the City is entering in to this
Agreement pursuant to its governmental functions and that nothing contained
in this Agreement shall be construed as constituting a waiver of the City’s
governmental immunity from suit or liability, which is expressly reserved to the
fullest extent allowed by law. To the extent this is an agreement for the provision
of goods or services then the City’s governmental immunity shall be governed
by Chapter 271 of the Texas Local Government Code.
H. PUBLIC INFORMATION
Notwithstanding any other provision to the contrary in this Agreement, all
information, documents, and communications relating to this Agreement may
be subject to the Texas Public Information Act and any opinion of the Texas
Attorney General or a court of competent jurisdiction relating to the Texas
Public Information Act. The requirements of Subchapter J, Chapter 552,
Government Code, may apply to this Agreement and each party agrees that
this Agreement may be terminated with regard to such party if such party
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knowingly or intentionally fails to comply with a requirement of that subchapter,
if applicable.
I. Interpretation and precedence
This Agreement shall be interpreted and construed in harmony with all terms
and conditions of the Economic Development Agreement, all zoning
requirements for the Carillon Zoning District, and residential requirements for
the Development and the phasing requirements established by City Ordinance
No. 480-564 and City Ordinance No. 480-564E. In the event of a conflict or
ambiguity between the terms and conditions of this Developer Agreement and
the Economic Development Agreement, the Economic Development
Agreement, all zoning requirements for the Carillon Zoning District, and the
residential requirements and phasing requirements established by City
Ordinance No. 480-564 and Ordinance No. 480-564E shall all supersede and
take precedence over this Developer Agreement.
J. STREET G IMPROVEMENTS
In lieu of constructing the escrowed Public Facilities shown in Exhibit D, which
is attached hereto and incorporated herein by reference, and prior to obtaining
substantial completion of the Public Facilities for Phase 1, the Developer shall
pay an escrow fee to the City for the full costs to construct the escrowed Public
Facilities, which include, but are not limited to, the Street G paving
improvements, adjacent parking, water, sewer, storm infrastructure, and other
associated public facility improvements. An itemized cost estimate showing
the full costs to construct the escrowed Public Facilities shall be provided to the
City for review and approval prior to paying the escrow fee.
{Signatures on following page}
Page 15 of 22 2023 Revision
PD.42190340.3
SIGNED AND EFFECTIVE on the date last set forth below.
CARILLON CROWN, LLC
DEVELOPER: _____________________________________
By: ______________________________________________
Title: _____________________________________________
Address: __________________________________________
__________________________________________________
STATE OF TEXAS
COUNTY OF TARRANT
On _____________________, before me, ___________________________, Notary
Public, personally appeared _________________________________, personally known
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.
__________________________________________________
WITNESS my hand and official seal.
__________________________________________________
(SEAL)
Notary Public
My commission expires: ______________________________
Page 16 of 22 2023 Revision
PD.42190340.3
CITY OF SOUTHLAKE, TEXAS
By: _______________________________________________
Mayor
ATTEST:
_______________________________________________
City Secretary
Date: _______________________________________________
_______________________________________________
City Attorney
Date: _______________________________________________
Page 17 of 22 2023 Revision
PD.42190340.3
Exhibit A
IDENTIFICATION OF ADDITION/PHASE I IMPROVEMENTS
Kimley Horn to provide diagram
Project
Phase 2
Development
B C
D
E
F
G
H
I K
J
Timing of construction to be
determined by approved
construction documents
Commented [DR1]: Use the diagram below from the EDA if
we can’t get the Kimley Horn diagram by June 15th.
Page 18 of 22 2023 Revision
PD.42190340.3
Exhibit B
REQUIREMENTS FOR IRREVOCABLE
AND UNCONDITIONAL LETTER OF CREDIT
1. The Letter of Credit must have a duration of at least one year.
2. The Letter of Credit may be substituted for utility security deposits exceeding $10,000.00.
The City 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
City of Southlake. The City 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 customer must provide the City with supporting financial information on the bank to
allow the City to ascertain requirements are met. Suitable financial information would be
the previous two (2) years December 31 Call Reports submitted to the FDIC and audited
financial statements.
6. Partial drawings against Letter of Credit must be permitted.
7. The City must be able to draft on sight with proof of amount owed, but with no other
conditions imposed upon the City.
8. The customer pays any and all fees associated with obtaining Letter of Credit.
9. Expiring Letter of Credit must automatically renew for additional successive terms of one
year and may be replaced by a substitute Letter of Credit, subject to City approval, at least
30 days prior to the expiration date on the Letter of Credit held by the City.
Page 19 of 22 2023 Revision
PD.42190340.3
Exhibit C
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 CITY. 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 CITY; 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 CITY’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)
Each Occurrence ........................................................................................ $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 Inspection and Acceptance of the work, with evidence of same
filed with CITY.
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 $1,000,000 per
occurrence; or separate limits of $500,000 for bodily injury (per person), and $500,000 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
Page 20 of 22 2023 Revision
PD.42190340.3
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 CITY has an insurable interest in the property required by this paragraph to be
covered, whichever is later. This insurance shall include interests of the CITY, 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. OWNER’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 CITY’s protective
liability insurance policy naming the CITY as additional 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.
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 $5,000,000 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 CITY 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 CITY by certified mail. If the policy is canceled for
nonpayment of premium, only 10 days written notice to CITY is required;
c. the term “CITY” shall include all authorities, boards, bureaus, commissions, corporations, divisions,
departments and offices of the CITY and individual members, employees and agents thereof in
their official capacities, and/or while acting on behalf of the CITY;
Page 21 of 22 2023 Revision
PD.42190340.3
d. the policy phrase “other insurance” shall not apply to the CITY where the CITY 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 CITY’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 CITY, 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 CITY for payment of any premiums or 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 CITY 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 $10,000 require approval of the CITY;
(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 the CITY with satisfactory proof that the Developer
or the Developer’s CONTRACTOR 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 CITY 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 CITY a
replacement certificate of insurance or proof of reinstatement.
Page 22 of 22 2023 Revision
PD.42190340.3
Exhibit D