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2006-10-17 CITY OF SOUTHLAKE REGULAR CITY COUNCIL MEETING MINUTES: OCTOBER 17. 2006 LOCATION: 1400 Main Street, Southlake, Texas Council Chambers in Town Hall CITY COUNCIL PRESENT: Mayor Andy Wambsganss, Mayor Pro Tern Carolyn Morris and Councilmembers Laura K. Hill, Gregory Jones, Virginia M. Muzyka, and Vernon Stansell. CITY COUNCIL ABSENT: Deputy Mayor Pro Tern John Terrell. STAFF PRESENT: City Manager Shana Yelverton, Assistant City Manager Jim Blagg, Assistant to the City Manager Ben Thatcher, Community Relations Officer Pilar Schank, Manager of Information Services Gary Gregg, Information Systems Technician Sam Cobb, Recreation Superintendent Steve Moore, Director of Economic Development Greg Last, Assistant Director of Finance Sharon Guess, Purchasing Agent Deborah Russell, Director of Planning Ken Baker, Chief Planner Dennis Killough, Director of Public Safety Rick Smith, Director of Public Works Bob Price, Public Works Operations Manager Chuck Kendrick, City Attorney E. Allen Taylor, and City Secretary Lori Farwell. WORK SESSION: Agenda Item No.1. Call to order. The work session was called to order by Mayor Wambsganss at 5:06 p.m. Agenda Item No.2. Discussion of all items on tonight's meeting agenda. City Council reviewed the agenda items with city staff and applicants. Agenda items lOA and 10D were added to the consent agenda. The work session ended at 5:40 p.m. REGULAR SESSION: Agenda Item No. 1. Call to order. The regular seSSIOn was called to order by Mayor Wambsganss at 5:40 p.m. Agenda Item No. 2A. Executive Session. Mayor Wambsganss announced City Council would be going into Executive Session pursuant to the Texas Government Code, Section 551.071, consultation with attorney; Section 551.072, deliberation regarding real property; and Section 551.087, deliberation regarding economic development negotiations. City Council adjourned for Executive Session at 5:40 p.m. Executive Session began at 5:40 p.m. and ended at 6:35 p.m. Agenda Item No. 2B. Reconvene. Mayor Wambsganss reconvened the regular meeting at 6:42 p.m. and asked if any action was necessary from Executive Session. No motion was necessary. Agenda Item No.3. Invocation. Coy Quesenbury with Lonesome Dove Baptist Church gave the invocation. Mayor Wambsganss led the Pledge of Allegiance. REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 1 of 14 Agenda Item No. 4A. Mayor's Report. Mayor Wambsganss gave a report on upcoming events. He also presented award certificates to local student winners on a recent fire safety poster contest. Agenda Item No. 4Bl. City Manager's Report - Sidewalk construction project. City Manager Yelverton gave an update on the City's sidewalk projects. Staff answered Council's questions. Agenda Item No. 4C. School District Report. CISD Superintendent Dr. David Faltys gave a report on the district's events and activities. CONSENT AGENDA: Consent agenda items are considered to be routine by the City Council and are enacted with one motion. Councilmember Jones left the room prior to the vote on the consent agenda items. Agenda Item No. 5A. Approve the minutes from the October 3, 2006, regular City Council meeting. A presentation was not made on this item. Agenda Item No. 5B. Excuse a member of the City Council for an absence from a meeting. Mayor Wambsganss was absent from the October 3,2006, City Council meeting. Agenda Item No. 5C. Approve a renewal agreement for professional services with Jim C. Blagg as Assistant City Manager for the City of Southlake and authorize the City Manager to enter into an agreement for this purpose. A presentation was not made on this item. Agenda Item No. 5D. Award of bid to The Christmas Light Company in the amount of $31,755 for holiday lighting at Southlake Town Square. A presentation was not made on this item. Agenda Item No. 5E. Ordinance No. 480-508, 1st Reading (ZA06-117), Zoning Change and Concept Plan for property located at 1611 East Dove Road. Current Zoning: AG Agricultural District. Requested Zoning: SF-IA Single Family Residential District. SPIN Neighborhood #5. Chief Planner Killough presented this item to Council prior to the reading of the consent agenda. Agenda Item No. 5F. Ordinance No. 480-422a, 1st Reading (ZA06-147), Zoning Change and Site Plan for Westgate Plaza, located at 2300 East State Highway 114. Current Zoning: S-P-l Detailed Site Plan District. Requested Zoning: S-P-l Detailed Site Plan District. SPIN Neighborhood #6. Chief Planner Killough presented this item to Council prior to the reading of the consent agenda. Applicant Rusty Apprentice with Pate Engineers, 8150 Brook River Drive, Suite S700, Dallas, Texas, answered Council's questions. Agenda Item No. 5G. Ordinance No. 868-A, 1st Reading, Amendment to the building code to allow a blanket certificate of occupancy for executive suites (excluding medical uses). A presentation was not made on this item. REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 2 of 14 Agenda Item No. 5H. Consider SP06-424. Variance to Sign Ordinance No. 704-B for BBO Outfitters located at 2366 East State Highway 114 in the Kimball Square retail and office center. A presentation was not made on this item. Agenda Item No. 51. ZA06-134. Preliminary Plat for Morrison Office Park being approximately 6.14 acres located at 2720 East State Highway 114. Current Zoning: S-P-2 Generalized Site Plan District. SPIN Neighborhood #6. Director Price answered Council's questions during the work seSSIOn. Agenda Item No. 5J. Authorize a professional services agreement with TranSystems Corporation for design of right-turn deceleration lanes at various locations on Southlake Boulevard. A presentation was not made on this item. Agenda Item No. 5K. Authorize a residential developer's agreement with MDC Johnson Place. L.L.c.. for Johnson Place. located at the northwest comer of Randol Mill Avenue and Johnson Road. A presentation was not made on this item. Agenda Item No. 5L. Authorize a residential developer's agreement with 985 Randol Mill. L.P.. for Palomar Estates. located on the east side of Randol Mill Avenue and south of Kingswood Drive. A presentation was not made on this item. Agenda Item No. 5M. Authorize a residential developer's agreement with Bosworth Farms II. L.P.. for East Haven Addition sanitary sewer improvements. located on the south side of East Continental Boulevard and west of Breeze Way. Director Price and Director Baker answered Council's questions during the work session. Agenda Item No. 5N. Authorize a professional services agreement with RJN Group. Inc.. for the evaluation of condition and capacity of the N-l sanitary sewer line iointly owned by the Town of Westlake and the City of Southlake. A presentation was not made on this item. Agenda Item No. 50. Consider SP06-438. Variance to Sign Ordinance No. 704-B to allow temporary signage associated with the ground breaking ceremony for the Watermere retirement community located at 2801 -2811 West Southlake Boulevard. A presentation was not made on this item. Agenda Item No. 5P. ZA06-013. Specific Use Permit for a telecommunications antenna for Verizon Wireless on property located at 620 South Carroll A venue. Current Zoning: AG Agricultural District. SPIN Neighborhood #9. This item was withdrawn by the applicant. Agenda Item No. 50. ZA06-068. Revised Concept Plan for Kimball Hills located at 616 South Kimball Avenue. Current Zoning: SF-20A Single Family Residential District. SPIN Neighborhood #8. This item was tabled to the November 7,2006, City Council meeting pending action from the Planning and Zoning Commission. Agenda Item No. 5R. Ordinance No. 480-503. 2nd Reading (ZA06-119). Zoning Change and Development Plan for proposed La Mirada. located at 1925 North Peytonville A venue. Current REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 3 of 14 Zoning: RE Single Family Residential Estate District. Requested Zoning: R-PUD Residential Planned Unit Development District. SPIN Neighborhood #11. This item was tabled and the public hearing continued to the November 7, 2006, City Council meeting. Agenda Item No. 5S. ZA06-120. Preliminary Plat for La Mirada. located at 1925 North Pevtonville Avenue. Current Zoning: RE Single Family Residential Estate District. Proposed Zoning: R-PUD Residential Planned Unit Development District. SPIN Neighborhood #11. This item was tabled to the November 7,2006, City Council meeting. Agenda Item No. lOA. Consider SP06-407. Variance to the Conditional Sign Permit for Southlake Town Square Grand Avenue District for Harkins Theatres located at 1450 Plaza Place. A presentation was not made on this item. Agenda Item No. 10D. Authorize a commercial developer's agreement with Armstrong Southlake Randol Mill. L.P.. for Jellico Square. located at the northwest comer of West Southlake Boulevard and Randol Mill A venue. A presentation was not made on this item. Motion was made to approve consent agenda items 5A; 5B to excuse the absence of Mayor Wambsganss from the October 3, 2006, City Council meeting; 5C; 5D; 5E; 5F; 5G; 5H; 51; 5J; 5K; 5L; 5M; 5N; 50; 5P; 5Q; 5R; 5S; lOA; and lOD. Motion: Morris Second: Hill Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 5-0 REGULAR AGENDA: Agenda Item No.6. Public Forum. No one spoke during public forum. Agenda Item No. 7 A. Resolution No. 06-065. Establish administrative procedures for staff approval of standard developer's agreements and to approve the form of standard residential and commercial developer's agreements. Director Price presented this item to Council and answered their questions. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, ESTABLISHING A STANDARD FORM OF A RESIDENTIAL DEVELOPER AGREEMENT REQUIRED FOR DEDICATION OF PUBLIC IMPROVEMENTS IN CONJUNCTION WITH A RESIDENTIAL DEVELOPMENT WITHIN THE CITY OF SOUTHLAKE, TEXAS; AND, ESTABLISHING A STANDARD FORM OF A COMMERCIAL DEVELOPER AGREEMENT REQUIRED FOR DEDICATION OF PUBLIC IMPROVEMENTS IN CONJUNCTION WITH A COMMERCIAL DEVELOPMENT WITHIN THE CITY OF SOUTHLAKE, TEXAS, AND PROVIDING AN EFFECTIVE DATE. Council discussed this item. REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 4 of 14 Motion was made to approve Resolution No. 06-065, Establish administrative procedures for staff approval of standard developer's agreements and to approve the form of standard residential and commercial developer's agreements. Motion: Stansell Second: Hill Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 5-0 Agenda Item No. 7B. Ordinance No. 480-NNN, 2nd Reading, Amendments to the Comprehensive Zoning Ordinance No. 480, as amended, including sidewalk requirements and minimum lot size standards for open space lots in residential zoning districts. Director Baker briefly presented this item to Council in conjunction with item 7C. Mayor Pro Tem Morris had some wording concerns and Council agreed to table this item and the next item to the next meeting to allow time to work on those issues. Motion was made to table Ordinance No. 480-NNN, 2nd Reading, Amendments to the Comprehensive Zoning Ordinance No. 480, as amended, including sidewalk requirements and minimum lot size standards for open space lots in residential zoning districts to the November 7, 2006, City Council meeting. Motion: Muzyka Second: Morris Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Vote: 5-0 (to table) Agenda Item No. 7C. Ordinance No. 483-K, 2nd Reading, Amendments to the Subdivision Ordinance No. 483, as amended, including sidewalk requirements. Director Baker presented this item to Council in conjunction with item 7B. Mayor Pro Tem Morris had some wording concerns and Council agreed to table this item and the previous item to the next meeting to allow time to work on those issues. Motion was made to table Ordinance No. 483-K, 2nd Reading, Amendments to the Subdivision Ordinance No. 483, as amended, including sidewalk requirements to the November 7, 2006, City Council meeting. Motion: Muzyka Second: Morris Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Vote: 5-0 (to table) Agenda Item No. 7D. Ordinance No. 480-504, 2nd Reading (ZA06-142), Zoning Change and Concept Plan for property located at 211 Pine Drive. Current Zoning: AG Agricultural District. Requested Zoning: SF-IA Single Family Residential District. SPIN Neighborhood #9. Chief Planner Killough presented this item to Council in conjunction with item 7E. Applicants Joanne Kepler and Constantine Bachandoss of Baird, Hampton, and Brown Engineering, answered REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 5 of 14 Council's questions. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACTS 2Al & 2AIC, SITUATED IN THE O.W. KNIGHT SURVEY, ABSTRACT NO. 899, BEING APPROXIMA TEL Y 2.97 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "AG" AGRICULTURAL DISTRICT TO "SF-IA" SINGLE F AMIL Y RESIDENTIAL DISTRICT, AS DEPICTED ON THE APPROVED CONCEPT PLAN A TT ACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B", SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Motion was made to approve Ordinance No. 480-504, 2nd Reading (ZA06-142), Zoning Change and Concept Plan for property located at 211 Pine Drive subject to Concept Plan Review Summary No.1, dated September 15, 2006; subject to applicant's agreement to move the driveway over 20 feet to preserve the 20-inch elm located in the right-of-way of Pine Drive; subject to the applicant's agreement to move the building structure over 15 to 20 feet to preserve the 30-inch elm that is shown within the building site; and subject to applicant's agreement to move the sports court an additional 25-feet away from the property line. Motion: Morris Second: Hill Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 5-0 Agenda Item No. 7E. ZA06-069. Plat Revision for Lots 20R and 22. O.W. Knight No. 899 Addition. being a revision of Lot 20. O.W. Knight No. 899 Addition. to include Tracts 2Al and 2AIC, situated in the O.W. Knight Survey. Abstract No. 899. located at 201 and 211 Pine Drive. Current Zoning: AG Agricultural District and SF-IA Single Family Residential District. Proposed Zoning: SF-IA Single Familv Residential District. SPIN Neighborhood #9. Chief Planner Killough presented this item to Council in conjunction with item 7D. Applicants Joanne Kepler and Constantine Bachandoss of Baird, Hampton, and Brown Engineering, answered Council's questions. REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 6 of 14 Motion was made to approve ZA06-069, Plat Revision for Lots 20R and 22, O.W. Knight No. 899 Addition, being a revision of Lot 20, O.W. Knight No. 899 Addition subject to Plat Review Summary No.3, dated September 15,2006. Motion: Morris Second: Hill Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 5-0 Agenda Item No. 7F. Ordinance No. 480-505, 2nd Reading (ZA06-127), Zoning Change for property located at 225 and 231 East Bob Jones Road. Current Zoning: AG Agricultural District. Requested Zoning: RE Residential Estate District. SPIN Neighborhood #1. Chief Planner Killough presented this item to Council. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACTS 7 & 8, SITUATED IN THE M. MAHAFFEY SURVEY, ABSTRACT NO. 916D, BEING APPROXIMA TEL Y 8.50 ACRES, AND MORE FULL Y AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "AG" AGRICULTURAL DISTRICT TO "RE" SINGLE F AMIL Y RESIDENTIAL ESTATE DISTRICT, SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Motion was made to approve Ordinance No. 480-505, 2nd Reading (ZA06-127), Zoning Change for property located at 225 and 231 East Bob Jones Road. Motion: Morris Second: Hill Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 5-0 Agenda Item No. 7G. Ordinance No. 480-506, 2nd Reading (ZA06-129), Zoning Change and Concept Plan for property located at 2005 North White Chapel Boulevard. Current Zoning: AG Agricultural District. Requested Zoning: SF-IA Single Family Residential District. SPIN REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 7 of 14 Neighborhood #5. Chief Planner Killough presented item to Council. Applicant Serg Goldberg of Cadence Custom Homes answered Council's questions. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACT 1 C, SITUATED IN THE LARKIN H. CHIVERS SURVEY, ABSTRACT NO. 300, BEING APPROXIMATELY 1.82 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "AG" AGRICULTURAL DISTRICT TO "SF-IA" SINGLE FAMILY RESIDENTIAL DISTRICT, AS DEPICTED ON THE APPROVED CONCEPT PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B", SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELF ARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENAL TY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Council discussed this request. Motion was made to approve Ordinance No. 480-506, 2nd Reading (ZA06-129), Zoning Change and Concept Plan for property located at 2005 North White Chapel Boulevard subject to Concept Plan Review Summary No.2, dated September 15,2006, requiring an easement to be granted to accommodate a future sidewalk. Motion: Muzyka Second: Hill Ayes: Hill, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 5-0 Councilmember Hill stepped out of the room during the next item. Agenda Item No. 7H. Ordinance No. 480-507, 2nd Reading (ZA06-148), Zoning Change and Concept Plan for property located at 3119 Lake Drive. Current Zoning: AG Agricultural District. Requested Zoning: SF-IA Single Family Residential District. SPIN Neighborhood #5. Chief Planner Killough presented this item to Council. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 8 of 14 AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACT 3Hl, SITUATED IN THE J.H. CHILDRESS SURVEY, ABSTRACT NO. 254, BEING APPROXIMATELY 1.74 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "A Goo AGRICULTURAL DISTRICT TO "SF-IA" SINGLE FAMILY RESIDENTIAL DISTRICT, AS DEPICTED ON THE APPROVED CONCEPT PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "BOO, SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELF ARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Motion was made to approve Ordinance No. 480-507, 2nd Reading (ZA06-148), Zoning Change and Concept Plan for property located at 3119 Lake Drive subject to Concept Plan Review Summary No.1, dated September 15,2006. Motion: Morris Second: Muzyka Ayes: Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 4-0 Mayor Wambsganss called for a break at 8:31 p.m. and reconvened the meeting at 8:52 p.m. Councilmembers Hill and Jones returned to the meeting. Agenda Item No. 71. ZA06-06L Site Plan for Savannah Office Court located at 545 Silicon Drive. Current Zoning: 1-1 Light Industrial District. SPIN Neighborhood #7. Chief Planner Killough presented this item to Council. Applicant Ralph Williams, 1177 Adams Lane, Southlake, Texas, answered Council's questions. No one spoke during the public hearing. Motion was made to approve ZA06-061, Site Plan for Savannah Office Court located at 545 Silicon Drive subject to Site Plan Review Summary No.5, dated October 11,2006; granting the requested variances allowing a driveway stacking depth of 27' and waiving a bufferyard on the east property line and moving those plantings to other bufferyards; allowing a 10% reduction in REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 9 of 14 parking; and requiring a lO-foot pedestrian easement along Silicon Drive for a possible future sidewalk. Motion: Second: Ayes: Nays: Approved: Jones Morris Hill, Jones, Morris, Muzyka, Stansell, Wambsganss None 6-0 Agenda Item No. 7J. ZA06-155. Site Plan for Noble Oaks Park. located at 1080 South Carroll Avenue. Current Zoning: R-PUD Residential Planned Unit Development District. SPIN Neighborhood #8. Chief Planner Killough presented this item to Council. Director Polasek answered Council's questions. No one spoke during the public hearing. Motion was made to approve ZA06-155, Site Plan for Noble Oaks Park, located at 1080 South Carroll Avenue. Motion: Morris Second: Hill Ayes: Hill, Jones, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 6-0 Agenda Item No. 7K. Resolution No. 06-063 (ZA06-156) Specific Use Permit for temporary telecommunications antennas on property located at 400 North White Chapel Boulevard at Bicentennial Park. Current Zoning: CS Community Service District. SPIN Neighborhood #10. Chief Planner Killough presented this item to Council in conjunction with item 7L. In accordance with Section 4.21 ofthe City Charter, the caption for this item is listed as follows: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, GRANTING A SPECIFIC USE PERMIT FOR TELECOMMUNICATIONS TOWERS, ANTENNAS, AND ANCILLARY BUILDINGS ON PROPERTY WITHIN THE CITY OF SOUTHLAKE, TEXAS, BEING LEGALLY DESCRIBED AS A PORTION OF TRACT 1, SITUATED IN THE L.G. HALL SURVEY, ABSTRACT NO. 686, MORE FULLY AND COMPLETEL Y DESCRIBED IN EXHIBIT "A", AND AS DEPICTED ON THE APPROVED CONCEPT PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B" AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Motion was made to approve Resolution No. 06-063 (ZA06-156) Specific Use Permit for temporary telecommunications antennas on property located at 400 North White Chapel Boulevard at Bicentennial Park. Motion: Muzyka Second: Hill Ayes: Hill, Jones, Morris, Muzyka, Stansell, Wambsganss REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 10 of 14 Nays: None Approved: 6-0 Agenda Item No. 7L. Resolution No. 06-064 (ZA06-157) Specific Use Permit for temporary telecommunications antennas on property located at 2300 North White Chapel Boulevard. Current Zoning: CS Community Service District. SPIN Neighborhood #2. Chief Planner Killough presented this item to Council in conjunction with item 7K. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, GRANTING A SPECIFIC USE PERMIT FOR TELECOMMUNICATIONS TOWERS, ANTENNAS, AND ANCILLARY BUILDINGS ON PROPERTY WITHIN THE CITY OF SOUTHLAKE, TEXAS, BEING LEGALLY DESCRIBED AS TRACT 11, SITUATED IN THE REES D PRICE, SURVEY, ABSTRACT NO. 1207, MORE FULL Y AND COMPLETEL Y DESCRIBED IN EXHIBIT "A", AND AS DEPICTED ON THE APPROVED CONCEPT PLAN A TT ACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B" AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Motion was made to approve Resolution No. 06-064 (ZA06-157) Specific Use Permit for temporary telecommunications antennas on property located at 2300 North White Chapel Boulevard. Motion: Second: Ayes: Nays: Approved: Muzyka Hill Hill, Jones, Morris, Muzyka, Stansell, Wambsganss None 6-0 Agenda Item No. 7M. Ordinance No. 903, 2nd Reading, Amending the existing Franchise Ordinance between the City of Southlake and TXU Electric Delivery Company, a Texas Corporation, its successors and assigns, to provide for a different payment schedule, providing an extension of the franchise term: providing for TXU Electric delivery acceptance. Assistant Director Guess presented this item to Council. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: AN ORDINANCE AMENDING EXISTING FRANCHISE ORDINANCE BETWEEN THE CITY OF SOUTHLAKE AND TXU ELECTRIC DELIVERY COMPANY, A TEXAS CORPORATION, ITS SUCCESSORS AND ASSIGNS, TO PROVIDE FOR A DIFFERENT PAYMENT SCHEDULE; PROVIDING AN EXTENSION OF THE FRANCHISE TERM; PROVIDING FOR TXU ELECTRIC DELIVERY ACCEPTANCE; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW. No one spoke during the public hearing. REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 11 of 14 Motion was made to approve Ordinance No. 903, 2nd Reading, Amending the existing Franchise Ordinance between the City of Southlake and TXU Electric Delivery Company, a Texas Corporation, its successors and assigns, to provide for a different payment schedule, providing an extension of the franchise term; providing for TXU Electric delivery acceptance. Motion: Hill Second: Muzyka Ayes: Hill, Jones, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 6-0 Agenda Item No. 7N. Ordinance No. 897, 2nd Reading, Amending Chapter 18, Section 18-79 of the Southlake City Code establishing a new speed limit on a portion of North Carroll Avenue and on two portions of Kimball A venue. Director Price presented this item to Council. Council discussed this request. Council did not approve the change to North Carroll Avenue on first reading. Mayor Wambsganss opened the public hearing. Darrell Faglie, 505 South Kimball Avenue, Southlake, Texas, spoke In opposition to the proposed changes on Kimball Avenue. Mayor Wambsganss closed the public hearing. After discussion, Council decided to table this item to allow further research. Motion was made to table Ordinance No. 897, 2nd Reading, Amending Chapter 18, Section 18-79 of the Southlake City Code establishing a new speed limit on two portions of Kimball A venue to the November 7, 2006, City Council meeting. Motion: Muzyka Second: Hill Ayes: Hill, Jones, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 6-0 (to table) Agenda Item No. 70. Ordinance No. 900, 2nd Reading, Establishing a Municipal Stormwater (Drainage) Utility System. Director Price presented this item to Council in conjunction with item 7P. Consultant Diane Palmer answered Council's questions. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: AN ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS, ESTABLISHING A MUNICIPAL STORMWATER (DRAINAGE) UTILITY SYSTEM; SETTING FORTH DEFINITIONS; ESTABLISHING STORMW A TER CHARGES AND MONTHL Y STORMWATER UTILITY SYSTEM FEES; ESTABLISHING THE BILLING AND PAYMENT OF STORMWATER (DRAINAGE) FEES; PROVIDING PENALTIES AND REMEDIES FOR FAILURE TO PAY FEES; PROVIDING EXEMPTIONS FROM AND ADJUSTMENT OF FEES; ESTABLISHING PROGRAM RESPONSIBILITIES AND A STORMW A TER UTILITY SYSTEM FUND; PROVIDING PROCEDURES FOR APPEALS; REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 12 of 14 PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. Mayor Wambsganss opened the public hearing. Paul Spain, 2200 Estes Park Drive, Southlake, Texas, spoke in support. Martin Schelling, 2665 North White Chapel Boulevard, Southlake, Texas, spoke in support. Mayor Wambsganss closed the public hearing. Motion was made to approve Ordinance No. 900, 2nd Reading, Establishing a Municipal Stormwater (Drainage) Utility System. Motion: Jones Second: Morris . Ayes: Hill, Jones, Morris, Muzyka, Stansell, Wambsganss Nays: None Approved: 6-0 Agenda Item No. 7P. Ordinance No. 901. 2nd Reading, Establishing Monthly Stormwater Utility Fees for the purpose of funding stormwater (drainage) proiects as authorized by law. Director Price presented this item in conjunction with item 70. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: AN ORDINANCE OF THE CITY OF SOUTHLAKE ESTABLISHING MONTHLY STORMW A TER UTILITY FEES FOR THE PURPOSE OF FUNDING STORMW A TER (DRAINAGE) PROJECTS AS AUTHORIZED BY LAW; AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Motion was made to approve Ordinance No. 901, 2nd Reading, Establishing Monthly Stormwater Utility Fees for the purpose of funding stormwater (drainage) projects as authorized by law as presented. Motion: Second: Ayes: Nays: Approved: Jones Morris Hill, Jones, Morris, Muzyka, Stansell, Wambsganss None 6-0 Agenda Item No. lOB. Consider SP06-409, Variance to Sign Ordinance No. 704-B for Harris Methodist Southlake Center for Diagnostics and Surgery and Medical Offices located at 1545 East Southlake Boulevard. Chief Planner Killough presented this item to Council. Applicant Kimberly McFarland, 1717 Main Street, Dallas, Texas, answered Council's questions. REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 13 of 14 Motion was made to deny SP06-409, Variance to Sign Ordinance No. 704-B for Harris Methodist Southlake Center for Diagnostics and Surgery and Medical Offices located at 1545 East Southlake Boulevard. Motion: Stansell Second: Muzyka Ayes: Hill, Jones, Morris, Muzyka, Stansell, Wambsganss Nays: None Vote: 6-0 (to deny) Agenda Item No. 10C. Consider SP06-428, Amend the Conditional Sign Permit for Shops of Southlake and Central Market located at the southeast comer of East Southlake Boulevard and South Carroll Avenue. Chief Planner Killough presented this item. Applicant David Palmer, 3102 Maple Avenue, Dallas, Texas, answered Council's questions. Council discussed this request. Motion was made to approve SP06-428, Amend the Conditional Sign Permit for Shops of Southlake and Central Market located at the southeast comer of East Southlake Boulevard and South Carroll A venue approving only the Central Market portion limiting the six vertical banners to a period of six months from the date of opening requiring the applicant to come back for approval of any additional time. Motion: Jones Second: Muzyka Ayes: Jones, Morris, Muzyka, Wambsganss Nays: Hill, Stansell Approved: 4-2 Agenda Item No. 12. Adjournment. Mayor Wambsganss adjourned the meeting at 10:42 p.m. *An audio recording of this meeting will be permanently retained in the City Secretary's Office. -A~ Andy Wambsganss Mayor ATTEST: ""'"'''''''' ",., o\JTH/ A"'" ~~ f-. ~ ........8~-i--^"~ - tJ ~ ~ 0-..- .0.': ~ E'I *' \~~ / :;;::. :\P: Lori A. Farwell, TRMC ~ (3 \.' j ~ ff C. S ~" ... Ity ecretary '~, "'. .." $ ..."'.., U']~"lit~.... ...,..' ""," ,.. * '* \\\\ 'JI'"".. 181"'" REGULAR CITY COUNCIL MEETING MINUTES, OCTOBER 17, 2006 Page 14 of 14 Ibis-f'~ h~,c-~P A+ DC-F'~ber 17 Zt (;tkY co" /tCA ( vie e RESOLUTION NO. 06-065 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS ESTABLISHING A STANDARD FORM OF A RESIDENTIAL DEVELOPER AGREEMENT REQUIRED FOR DEDICATION OF PUBLIC IMPROVEMENTS IN CONJUNCTION WITH A RESIDENTIAL DEVELOPMENT WITHIN THE CITY OF SOUTHLAKE, TEXAS; AND, ESTABLISHING A STANDARD FORM OF A COMMERCIAL DEVELOPER AGREEMENT REQUIRED FOR DEDICATION OF PUBLIC IMPROVEMENTS IN CONJUNCTION WITH A COMMERCIAL DEVELOPMENT WITHIN THE CITY OF SOUTHLAKE, TEXAS AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake desires to provide for an orderly and efficient development process whereby the developers of properties in the City of Southlake clearly understand their duties and responsibilities ; and WHEREAS, the City of Southlake desires to establish a standard form of a Residential Developer Agreement that clearly delineates the duties and responsibilities of the residential developer as they pertain to a particular residential development in question; and, WHEREAS, the City of Southlake desires to establish a standard form of a Commercial Developer Agreement that clearly delineates the duties and responsibilities of the Commercial developer as they pertain to a particular commercial development in question; and, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: 1. That the document attached herein and identified as Exhibit A shall be from this date forward identified as the City of Southlake's Standard Form of a Residential Developer Agreement; and, 2. That the document attached herein and identified as Exhibit B shall be from this date forward identified as the City of Southlake's Standard Form of a Commercial Developer Agreement; and, 3. Any changes to the standard language of either of these standard document forms shall be presented to this body for consideration prior to approval by any agent of the City of Southlake. 4. This resolution shall become effective on the date of approval by the City Council. PASSED AND APPROVED THIS THE 17th DAY of OCTOBER, 2006. Andy Wambsganss Mayor ATTEST: Lori A.Farwell, TRMC City Secretary EXHIBIT A RESIDENTIAL DEVELOPER AGREEMENT An Agreement between the City of Southlake, Texas, hereinafter referred to as the "City", and the undersigned Developer, hereinafter referred to as the "Developer', of hereinafter referred to as the "Addition" to the City of Southlake, Tarrant County, Texas, for the installation of certain community facilities located therein, and to provide city services thereto. It is understood by and between the parties that this Agreement is applicable to the lots contained within the Addition and to the off-site improvements necessary to support the Addition. 1. 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 facilities covered by this Agreement. B. Since the 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, , after installation of the water and sewer mains. Framing shall not commence until water quality is approved by the City and all appropriate Fire Code requirements are satisfied and street signs with street names are in place. Temporary all-weather metal signs 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 works infrastructure 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. C. The Developer will present to the City either a cash escrow, Letters of Credit or performance bond and payment bond acceptable to the City guaranteeing and agreeing to pay an amount equal to 100% of the value of the construction cost of all of the facilities to be constructed by the Developer, and providing for payment to the City of such amounts, up to the total remaining amounts required for the completion of the Addition 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 Best-rated bonding company. All Letters of Credit must meet the Requirements for Irrevocable Letter of Credit attached hereto and incorporated herein. Page 1 of 20 ~ L 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. Each request for reduction or payment of escrow funds must be accompanied by lien release(s) executed by all subcontractors and/or suppliers prior to the release of escrow funds or reduction in value of the account. Performance and payment bond, Letters of Credit or cash escrow from the prime contractor(s) or other entity reasonably acceptable to the City, hereinafter referred to as Contractor, will be acceptable in lieu of Developer's obligations specified above. D. The Developer agrees to furnish to the City maintenance bonds, letters of credit or cash escrow amounting to 100% of the cost of construction of underground utilities and 100% of the construction cost for paving. These maintenance bonds, letters of credit or cash escrow will be for a period of two (2) years and will be issued prior to the final City acceptance of the Addition. The maintenance bonds, 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 if the contractors fail to perform any required maintenance. If the Developer chooses to construct bar ditches in lieu of curb and gutter, and the City approved the design and grade of bar ditches, Developer understands and agrees to provide maintenance on the bar ditches for a period of two years from the date of acceptance of the Addition. Maintenance includes trash and debris cleanup, mowing, and erosion control. E. Until the performance and payment bonds, Letters of Credit or cash escrow required in Paragraph C have been furnished as required, no approval of work on or in the Addition shall be given by City and no work shall be initiated on or in said Addition by Developer, save and except as provided above. F. It is further agreed and understood by the parties hereto that upon acceptance by the City, title to all facilities and improvements mentioned hereinabove shall be vested in the City and Developer hereby relinquishes any right, title or interest in and to said facilities or any part thereof. It is further understood and agreed that until the City accepts such improvements, the City shall have no liability or responsibility in connection with any such facilities. Acceptance of the facilities shall occur at such time that the City, through its City Manager or his duly authorized representative, provides Developer with a written acknowledgement that all facilities are complete, have been inspected and approved and are being accepted by the City. Page 2 of 20 r G. On all public facilities included in this Agreement for which Developer awards his own construction contract, Developer agrees to the following procedure: 1. Developer agrees to pay the following: a. Inspection fees equal to three percent (3%) of the cost of the water, street, drainage and sanitary sewer facilities, on all facilities included in this Agreement for which Developer awards his or her own construction contract, to be paid prior to construction of each phase and based on actual bid construction cost; b. Administrative Processing fee equal to two percent (2%) of the cost of water, street, drainage and sanitary sewer facilities, on all facilities included in this Agreement for which Developer awards his or her own construction contract, to be paid prior to construction of each phase and based on actual bid construction cost; C. Trench testing (95% Standard); d. The additional charge for inspections during Saturday, Sunday, holidays, and after normal working hours; e. Any charges for re-testing as a result of failed tests; f. All gradation tests required to insure proper cement and/or lime stabilization. 2. The City agrees to bear the expense of: a. All nuclear density tests on the roadway subgrade (95% Standard); b. Technicians time for preparing concrete cylinders; and c. Concrete cylinder tests and concrete coring samples. The City can delay connection of buildings to service lines or water mains constructed under this Agreement until said water mains and service lines have been completed to the satisfaction of and acceptance by the City. Page 3 of 20 H. 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 grass and weeds and 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 or Builder for reasonable costs. Should such cost remain unpaid for 120 days after notice, the City can file a lien on such property so maintained. 1. Any guarantee of payment instrument (Performance Bond, Letter 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. Approval by the City shall not be unreasonably withheld or delayed. J. 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. Approval by the City shall not be unreasonably withheld or delayed. II. FACILITIES A. ON SITE WATER The Developer hereby agrees to install water facilities to service lots as shown on the final plat of the Addition. Water facilities will be installed in accordance with 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. 170 and shall be responsible for all construction costs, materials and engineering. In the event that certain water lines are to be oversized because of City requirements, the City will reimburse the Developer for the oversize cost greater than the cost of an 8" line. Additionally, the City agrees to provide temporary water service at Developer's request and expense, for construction, testing and irrigation purposes only, to individual lots during the construction of homes, even though sanitary sewer service may not be available to the homes. Page 4 of 20 B. DRAINAGE Developer hereby agrees to construct the necessary drainage facilities within the Addition. These facilities shall be in accordance with the plans and specifications to be prepared by Developer's engineers, released by the Director of Public Works for the City, and made part of the final plat as approved by the Planning and Zoning Commission. The Developer hereby agrees to fully comply with all EPA and TCEQ requirements relating to the planning, permitting and management of storm water which may be in force at the time that development proposals are being presented for approval by the City. The Developer hereby agrees to comply with all provisions of the Texas Water Code. C. LAW COMPLIANCE Developer hereby agrees to comply with all federal, state, and local laws that are applicable to development of this Addition. D. STREETS 1. The street construction in the Addition shall conform to the requirements in accordance with plans and specifications to be prepared by the Developer's engineer and released by the Director of Public Works. Streets will be installed in accordance with the plans and specifications to be prepared by the Developer's engineer and released by the Director of Public Works. 2. The Developer will be responsible for: a. Installation and two year operation cost of street lights, which is payable to the City prior to final acceptance of the Addition; or an agreement with utility provider stating that no charge will be made for street lights for the two-year duration. b. Installation of all street signs 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 recommended based upon the Manual of Uniform Traffic Control Devices as prepared by the Developer's engineer by an engineering study or direction by the Director of Public Works. It is understood Page 5 of 20 that Developer may put in signage having unique architectural features, however, should the signs be moved or destroyed by any means the City is only responsible for replacement of standard signage. 3. All street improvements will be subject to inspection and approval by the City. No work will begin on any street included herein prior to complying with the requirements contained elsewhere in this Agreement. All water, sanitary sewer, and storm drainage utilities which are anticipated to be installed within the street or within the street right-of-way will be completed prior to the commencement of street construction on the specific section of street in which the utility improvements have been placed or for which they are programmed. It is understood by and between the Developer and the City that this requirement is aimed at substantial compliance with the majority of the pre-planned facilities. It is understood that in every construction project a decision later may be made to realign a line or service which may occur after construction has commenced. The Developer hereby agrees to advise the City Director of Public Works as quickly as possible when such a need has been identified and to work cooperatively with the City to make such utility change in a manner that will be least disruptive to street construction or stability. E. ON SITE SANITARY SEWER FACILITIES The Developer hereby agrees to install sanitary sewerage collection facilities to service 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 compliance with all applicable city ordinances, regulations and codes and shall be responsible for all construction costs, materials and engineering. In the event that certain sewer lines are to be oversized because of City requirements, the City will reimburse the Developer for the oversize cost greater than the cost of an 8" line. F. EROSION CONTROL During construction of the Addition and after the streets have been installed, the Developer agrees to keep the streets free from soil build-up. The Developer agrees to use 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 Page 6 of 20 to present to the Director of Public Works a soil control development 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 streets or affected areas. If the Developer does not remove the soil from the street within 72 hours, the City may cause the soil to be removed either by contract or City forces and place the soil within the Addition at the Developer's expense. All expenses must be paid to the City prior to acceptance of the Addition. After construction of the Addition and prior to acceptance by the City, the Developer agrees to have a permanent erosion control plan prepared and approved by the Director of Public Works and have the plan installed and working, effectively, in the opinion of the Director of Public Works. This erosion control will prevent soil erosion from the newly created lots from washing into street rights of way, drainage ways or other private property. G. AMENITIES It is understood by and between the City and Developer that the Addition may incorporate a number of unique amenities and aesthetic improvements such as ponds, aesthetic lakes, unique landscaping, walls and may incorporate specialty signage and accessory facilities. The Developer agrees to accept responsibility for the construction and maintenance of all such aesthetic or specialty item such as walls, vegetation, signage, landscaping, street furniture, pond and lake improvements until such responsibility is turned over to a homeowners association. H. USE OF PUBLIC RIGHT-OF-WAY It is understood by and between the City and Developer that the Developer may provide unique amenities within public right-of-way, such as landscaping, irrigation, lighting, 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 his 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. Page 7 of 20 I. START OF CONSTRUCTION Before the construction of the streets, and the water, sewer, or drainage facilities can begin, the following must take place: 1. Approved payment and performance bonds must be submitted to the City in the name of the City prior to the commencement of any work. 2. At least ten (10) sets of construction plans to be stamped "Released for Construction" by the Director of Public Works must be submitted. 3. All fees required to be paid to the City. 4. Developer Agreement must be executed. 5. The Developer, or Contractor, shall furnish to the City a policy of general liability insurance, naming the City as co-insured, prior to commencement of any work. All insurance must meet the Requirements of Contractor's Insurance attached hereto and incorporated herein. 6. A pre-construction meeting between Developer and City is required. Developer or contractor shall furnish to the City a list of all subcontractors and suppliers, which will be providing greater than a $1,000 value to the Addition. 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, AND SHALL FURTHER BE LIABLE FOR INJURY OR DAMAGE TO CITY PROPERTY, ARISING OUT OF OR IN Page 8 of 20 e CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES, SAID INDEMNIFICATION TO REMAIN IN EFFECT UNTIL THE CITY ACCEPTS THE ADDITION. DEVELOPER AGREES TO INDEMNIFY THE CITY, ITS OFFICERS AND EMPLOYEES FOR ANY DAMAGES, CLAIMS OR LIABILITIES ARISING FROM THE NEGLIGENT ACT OR OMISSION, OR OF THE CONCURRENT NEGLIGENT ACT OR OMISSION, OF THE CITY, ITS OFFICERS AND EMPLOYEES. B. Venue of any action brought hereunder shall be in Fort Worth, 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, his 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, his 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 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 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 judgement which may be incurred by or rendered against them or any of them in connection herewith. 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, which shall not be unreasonably withheld or delayed. E. On all facilities included in this Agreement for which the Developer awards his own construction contract, the Developer agrees to employ a construction contractor who is approved by the City, and whose approval Page 9 of 20 shall not be unreasonably withheld or delayed, said contractor to meet City and statutory requirements for being insured, licensed and bonded to do work in public streets and to be qualified in all respects to bid on public streets and to be qualified in all respects to bid on public projects of a similar nature. 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, Letter 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 to be in compliance with the City policies in effect at that time. G. The City is an exempt organization under Section 151.309, Tax Code, and the facilities constructed under this Agreement will be dedicated to public use and accepted by the City upon acknowledgement by the City of completion under Paragraph 1.F. 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. H. Prior to final acceptance of the Addition, the Developer shall provide to the City four (4) copies of Record Drawings of the Addition, showing the facilities as actually constructed. Page 10 of 20 I. Such drawings will be stamped and signed by a registered professional civil engineer. In addition, the Developer shall provide electronic files showing the grading plan and drainage area map; the plan and profile of the sanitary sewer, storm drain, roadway and waterline; all lot lines, and tie in to the state Plane Coordinate System. IV. OTHER ISSUES A. OFF-SITE DRAINAGE B. DOWN STREAM CRITICAL STRUCTURE FEE C. OFF-SITE SANITARY SEWER D. OFF-SITE WATER E. PARK FEES The developer will pay a Park Fee of $1500 per lot for lots for a total of $ F. TREE PRESERVATION ORDINANCE All construction activities shall comply with the current Tree Preservation Ordinance 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 protective fencing to be maintained throughout the duration of the project. Page 11 of 20 r SIGNED AND EFFECTIVE on the date last set forth below. 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 12 of 20 CITY OF SOUTHLAKE, TEXAS By: Andy Wambsganss, Mayor ATTEST: Lori Farwell, City Secretary Date: Page 13 of 20 REQUIREMENTS FOR IRREVOCABLE 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. 8. The customer pays any and all fees associated with obtaining Letter of Credit. 9. Expiring Letter of Credit must be replaced by substitute Letters of Credit at least 30 days prior to the expiration date on the Letter of Credit held by the City. Page 14 of 20 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; employers 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 Subcontractors) 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 $1,000,000 Each Occurrence Prod ucts-Components/Operations Aggregate..$ 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 final completion 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 builders risk "all- risk" or equivalent policy form in the amount of the initial contract price, plus value of subsequent contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a Page 15 of 20 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. d. 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 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. e. "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. Page 16 of 20 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, 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; 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: L 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 polices 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; Page 17 of 20 V. deductible limits on insurance policies exceeding $10,000 require approval of the CITY; vi. 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; vii. prior to commencement of operations pursuant to this Contract, the Developer or the Developer's CONTRACTOR shall furnish the CITY with satisfactory proof that he has provided adequate insurance coverage in amounts and by approved carriers as required by this Agreement; viii. 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; ix. 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 X. Prior to the effective date of cancellation, CONTRACTOR shall deliver to the CITY a replacement certificate of insurance or proof of reinstatement. Page 18 of 20 EXHIBIT B COMMERCIAL DEVELOPER AGREEMENT An agreement between the City of Southlake, Texas, hereinafter referred to as the "City", and the undersigned Developer, hereinafter referred to as the "Developer", of , hereinafter referred to as "Addition" to the City of Southlake, Tarrant County, Texas, for the installation of certain community facilities located therein, and to provide city services thereto. It is understood by and between the parties that this Agreement is applicable to the Addition (a commercial development) and to the off-site improvements necessary to support the Addition. 1. 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 facilities covered by this Agreement. B. The Developer will present to the City either a cash escrow, Letter of Credit, performance bond and payment bond acceptable to the City guaranteeing and agreeing to pay an amount equal to 100% of the value of the construction cost of all the public facilities to be constructed by the Developer, and providing for payment to the City of such amounts, up to 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 Best-rated bonding company. All letters of credit must meet the Requirements for Irrevocable Letter of Credit attached hereto and incorporated herein. The value of the performance bond, letter 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 bond, letter of credit or cash escrow from the prime contractor(s) or other entity reasonably acceptable to the City, hereinafter referred to as Contractor, will be acceptable in lieu of Developer's obligations specified above. C. The Developer agrees to furnish to the City either maintenance bonds, letter of credit or cash escrow amounting to 100% of the cost of construction of underground public utilities and 100% for the paving. These maintenance bonds, letter of credit or cash escrow will be for a period of two (2) years and will be issued prior to the final City acceptance of the Addition. The maintenance bonds, letter of credit or cash escrow will be supplied to the City by the contractors performing the work, and the Page 1 of 20 City will be named as the beneficiary if the contractors fail to perform any required maintenance. D. It is further agreed and understood by the parties hereto that upon acceptance by the City, title to all 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 facilities or any part thereof. It is further understood and agreed that until the City accepts such improvements, the City shall have no liability or responsibility in connection with any such facilities. Acceptance of the facilities for this provision and for the entire Agreement shall occur at such time that the City, through its City Manager or his duly appointed representative, provides Developer with a written acknowledgement that all facilities are complete, have been inspected and approved, and are being accepted by the City. E. On all public facilities included in this Agreement for which the Developer awards his own construction contract, Developer agrees to the following procedure: 1. Developer agrees to pay the following: a. Inspection fees equal to three percent (3%) of the cost of the water , street, drainage and sanitary sewer facilities, on all facilities included in this agreement for which Developer awards his or her own construction contract, to be paid prior to construction of each phase and based on actual bid construction cost; b. Administrative Processing Fee equal to two percent (2%) of the cost of water, street, drainage and sanitary sewer facilities, on all facilities included in this Agreement for which Developer awards his or her own construction contract, to be paid prior to construction of each phase and based on actual bid construction cost; C. Trench testing (95% Standard); d. The additional charge for inspections during Saturday, Sunday, holidays, and after normal working hours; e. Any charges for retesting as a result of failed tests; f. All gradation tests required to insure proper cement and/or lime stabilization. Page 2 of 20 2. The City agrees to bear the expense of: a. All nuclear density tests on the roadway subgrade (95% Standard); b. Technicians time for preparing concrete cylinders; and c. Concrete cylinder tests and concrete coring samples. The City can delay connection of buildings to service lines or water mains constructed under this Agreement until said water mains and service lines have been completed to the satisfaction of and acceptance by the City. F. The Developer will be responsible for mowing all grass and weeds and 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 fail in this responsibility, the City may contract for this service and bill the Developer 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 has notice of costs. G. Any guarantee of payment instrument (Performance Bond, Letter 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. Approval by the City shall not be unreasonably withheld or delayed. H. 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. Approval by the City shall not be unreasonably withheld or delayed. 1. The Developer agrees to fully comply with the terms and conditions of all other applicable development regulations and ordinances of the City. J. 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 review process. Page 3 of 20 II. FACILITIES A. ON-SITE WATER The Developer hereby agrees to install water facilities to service lots as shown on the final plat of the Addition. Water facilities will be installed in accordance with 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. 170 and shall be responsible for all construction costs, materials and engineering. In the event that certain water lines are to be oversized because of City requirements, the City will reimburse the Developer for the oversize cost greater than the cost of an 8" line. Additionally, the City agrees to provide temporary water service at Developer's request and expense, for construction, testing and irrigation purposes only, to individual lots during the construction of buildings, even though sanitary sewer service may not be available to the buildings. B. DRAINAGE Developer hereby agrees to construct the necessary drainage facilities within the Addition. These facilities shall be in accordance with the plans and specifications to be prepared by Developer's engineers, released by the Director of Public Works, the City, and made part of the final plat as approved by the Planning and Zoning Commission. The Developer hereby agrees to fully comply with all EPA and TNRCC requirements relating to the planning, permitting and management of storm water which may be in force at the time that development proposals are being presented for approval by the City. C. STREETS The street construction in the Addition will be installed 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: a) Installation and two year operation of street lights, which is payable to the City prior to final acceptance of the Addition; or an agreement with utility provider stating that no charge will be made for street lights for the two-year duration. b) Installation of all street signs designating the names of the streets inside the Addition, said signs to be of a type, size, Page 4 of 20 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 recommended based upon the Manual on Uniform Traffic Control Devices as prepared by the Developer's engineer by an engineering study or direction of the Director of Public Works. It is understood that Developer may put in signage having unique architectural features, however, should the signs be moved or destroyed by any means, the City is only responsible for replacement of standard signage. 2. All street improvements will be subject to inspection and approval by the City. No work will begin on any street included herein prior to complying with the requirements contained elsewhere in this Agreement. All water, sanitary sewer, and storm drainage utilities which are anticipated to be installed within the street or within the street right-of-way will be completed prior to the commencement of street construction on the specific section of street in which the utility improvements have been placed or for which they are programmed. It is understood by and between the Developer and the City that this requirement is aimed at substantial compliance with the majority of the pre-planned facilities. It is understood that in every construction project a decision later may be made to realign a line or service which may occur after construction has commenced. The Developer has agreed to advise the City Director of Public Works as quickly as possible when such a need has been identified and to work cooperatively with the City to make such utility change in a manner that will be least disruptive to street construction or stability. D. ON-SITE SANITARY SEWER FACILITIES The Developer hereby agrees to install sanitary sewage collection facilities to service 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 compliance with all applicable city ordinances, regulations and codes and shall be responsible for all construction costs, materials, engineering, permits and Impact Fees. In the event that certain sewer lines are to be oversized because of City requirements, the City will reimburse the Developer for the oversize cost greater than the cost of an 8" line. Page 5 of 20 E. EROSION CONTROL During construction of the Addition and after the streets have been installed, the Developer agrees to keep the streets free from soil build-up. The Developer agrees to use soil control measures, such as those included in 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 soil control development 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 within 72 hours, the City may cause the soil to be removed either by contract or City forces and place the soil within the Addition at the contractor's expense. All fees owed to the City will be collected prior to acceptance of the Addition. After construction of the Addition and prior to acceptance by the City, the Developer agrees to have a permanent erosion control plan prepared and approved by the Director of Public Works and have the plan installed and working, effectively, in the opinion of the Director of Public Works. This erosion control will prevent soil erosion from the newly created lot/lots from washing into street rights of way, drainage ways or other private property. F. AMENITIES It is understood by and between the City and Developer that the Addition may incorporate a number of unique amenities and aesthetic improvements such as ponds, aesthetic lakes, unique landscaping, walls, and may incorporate specialty signage and accessory facilities. The Developer agrees to accept responsibility for the construction and maintenance of all such aesthetic or specialty items such as walls, vegetation, signage, landscaping, street furniture, pond and lake improvements until such responsibility is turned over to a homeowners association. G. USE OF PUBLIC RIGHT-OF-WAY It is understood by and between the City and Developer that the Developer may provide unique amenities within public right-of-way, such as landscaping, irrigation, lighting, 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 Page 6 of 20 understands 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. H. START OF CONSTRUCTION Before the construction of the water, sewer, streets or drainage facilities can begin, the following must take place: 1. Approved payment and performance bonds must be submitted to the City in the name of the City prior to commencement of any work. 2. At least six (6) sets of construction plans to be stamped "Released for Construction" by the Director of Public Works must be submitted. 3. All fees required to be paid to the City. 4. Developer Agreement must be executed by all parties. 5. The Developer, or Contractor, shall furnish to the City a policy of general liability insurance, naming the City as co-insured, prior to commencement of any work. All insurance must meet the Requirements of Contractor's Insurance attached hereto and incorporated herein. 6. A Pre-Construction Meeting to be held with all Contractors, major Sub-Contractors, Utilities and appropriate Government Agencies. 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 Page 7 of 20 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, 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, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR TRESPASSERS. DEVELOPER AGREES TO INDEMNIFY THE CITY, ITS OFFICERS AND EMPLOYEES FOR ANY DAMAGES, CLAIMS OR LIABILITIES ARISING FROM THE NEGLIGENT ACT OR OMISSION, OR OF THE CONCURRENT NEGLIGENT ACT OR OMISSION, OF THE CITY, ITS OFFICERS AND EMPLOYEES. B. Venue of any action brought hereunder shall be in Fort Worth, 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, his 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, his 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 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 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. Page 8 of 20 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, which shall not be unreasonably withheld or delayed. E. On all facilities included in this Agreement for which the Developer awards his or her own construction contract, the Developer agrees to employ a construction contractor who is approved by the City, and whose approval shall not be unreasonably withheld or delayed, said contractor to meet City and statutory requirements for being insured, licensed and bonded to do work in 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. In addition, the Developer, or Contractor shall furnish the payment and performance bonds in the name of the City prior to the commencement of any work hereunder and shall also furnish to the City a policy of general liability insurance. 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 down on the performance bond, letter 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 to be in compliance with the City policies in effect at that time. G. Prior to final acceptance of the Addition, the Developer shall provide to the City three (3) copies of Record Drawings of the Addition, showing the facilities as actually constructed. H. Such drawings will be stamped and signed by a registered professional civil engineer. In addition, the Developer shall provide electronic files showing the grading plan and drainage area map; the plan and profile of the sanitary sewer, storm drain, roadway and waterline; all lot lines, and tie in to the state Plane Coordinate System. IV. OTHER ISSUES A. OFF-SITE DRAINAGE B. DOWN STREAM CRITICAL STRUCTURE FEE C. OFF-SITE SEWER Page 9 of 20 D. OFF-SITE WATER E. PARK FEES The developer will pay a Park Fee of $1200.00 per acre for acres for a total of F. TREE PRESERVATION ORDINANCE All construction activities shall comply with the current Tree Preservation Ordinance 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 protective fencing to be maintained throughout the duration of the project. Page 10 of 20 SIGNED AND EFFECTIVE on the date last set forth below. DEVELOPER: By: Title: Address: STATE OF COUNTY OF 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 11 of 20 CITY OF SOUTHLAKE, TEXAS By: Andy Wambsganss, Mayor ATTEST: Lori Farwell, City Secretary Date: Page 12 of 20 REQUIREMENTS FOR IRREVOCABLE LETTER OF CREDIT 1. The Letter of Credit must have 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 (6%) percent, 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 Letters of Credit must be permitted. 7. The City must be able to draft on sight with proof of amount owed. 8. The customer pays any and all fees associated with obtaining Letter of Credit. 9. Expiring Letter of Credit must be replaced by substitute Letters of Credit at least 30 days prior to the expiration date on the Letter of Credit held by the City. Page 13 of 20 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 final completion 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- Page 14 of 20 risk" or equivalent policy form in the amount of the initial contract price, plus value of subsequent contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made or until no person or entity other than the 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. d. 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 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. e. "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. Page 15 of 20 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, 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; 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; Page 16 of 20 i V. deductible limits on insurance policies exceeding $10,000 require approval of the CITY; vi. 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; vii. prior to commencement of operations pursuant to this Contract, the Developer or the Developer's CONTRACTOR shall furnish the CITY with satisfactory proof that he has provided adequate insurance coverage in amounts and by approved carriers as required by this Agreement; viii. 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; ix. 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 X. Prior to the effective date of cancellation, CONTRACTOR shall deliver to the CITY a replacement certificate of insurance or proof of reinstatement. Page 17 of 20