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Agenda Packet 02/14/2023 - SupplementalTown of Trophy Club Meeting Agenda Packet SUPPLEMENTAL ATTACHMENTS Town Council 1 Trophy Wood Drive Trophy Club, Texas 76262 February 14, 2023 5:00 PM Council Chambers CALL TO ORDER AND ANNOUNCE A QUORUM ­ Mayor Fleury INVOCATION led by Parks and Recreation Director Tony Jaramillo  PLEDGES led by Mayor for a Day Monica DeCicco Pledge of Allegiance to the American Flag. Pledge of Allegiance to the Texas Flag. PUBLIC COMMENT(S) This is an opportunity for citizens to address the Council on any matter. The Council is not permitted to discuss or take action on any presentations made. Presentations are limited to matters over which the Council has authority. Speakers have up to four (4) minutes or the time limit determined by the Presiding Officer. Each speaker must have submitted their request to speak by completing the Speaker’s Form or may email mayorandcouncil@trophyclub.org ANNOUNCEMENTS AND REPORTS CONSENT AGENDA INDIVIDUAL ITEMS 1.SUPPLEMENTAL ITEM AGENDA ITEM # 13 Consider and take appropriate action regarding a Developer’s Agreement between the Town of Trophy Club and Trophy Club Estates Development, L.P. for the Falcon Estates (7H); and authorizing the Mayor or her designee to execute all necessary documents (M. Cox). 2.SUPPLEMENTAL ITEM AGENDA ITEM #14 Consider and take action regarding a Developer’s Agreement between the Town of Trophy Club and Trophy Club Estates Development, L.P. for the Aspen Estates (8H); and authorizing the Mayor or her designee to execute all necessary documents (M. Cox). 3.SUPPLEMENTAL ITEM AGENDA ITEM 18 Consider and take appropriate action regarding an amendment to the current Interlocal Agreement with the Trophy Club Municipal Utility District No. 1 to provide for water and wastewater service (W. Carroll). 4.SUPPLEMENTAL ITEM AGENDA ITEM #19 Case ME­23­001 (Cooks Children’s Sign Meritorious Exception) Consider and take appropriate action on a Meritorious Exception for Cooks Children’s generally located at the northeast corner of Hwy 114 and Trophy Club Drive addressed as 2300 E. Hwy 114, Suite 300 (M. Cox). EXECUTIVE SESSION RECONVENE INTO REGULAR SESSION ADJOURN One or more members of the Town Council may participate remotely using video conferencing pursuant to Chapter 551 of the Texas Government Code. The Town Council may convene into executive session to discuss posted items as allowed by the Texas Open Meeting Act, LGC.551.071 CERTIFICATION I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1 Trophy Wood Drive, Trophy Club, Texas, on Friday, February 10, 2023 by 5:00 p.m. in accordance with Chapter 551, Texas Government Code. __________________________________ Anita Otterson Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682­237­2900, 48 hours in advance, and reasonable accommodations will be made to assist you. 1 Town of Trophy ClubMeeting Agenda PacketSUPPLEMENTAL ATTACHMENTSTown Council 1 Trophy Wood DriveTrophy Club, Texas76262February 14, 2023 5:00 PM Council ChambersCALL TO ORDER AND ANNOUNCE A QUORUM ­ Mayor FleuryINVOCATION led by Parks and Recreation Director Tony Jaramillo PLEDGES led by Mayor for a Day Monica DeCiccoPledge of Allegiance to the American Flag.Pledge of Allegiance to the Texas Flag.PUBLIC COMMENT(S)This is an opportunity for citizens to address the Council on any matter. The Councilis not permitted to discuss or take action on any presentations made. Presentationsare limited to matters over which the Council has authority. Speakers have up to four(4) minutes or the time limit determined by the Presiding Officer. Each speaker musthave submitted their request to speak by completing the Speaker’s Form or mayemail mayorandcouncil@trophyclub.orgANNOUNCEMENTS AND REPORTSCONSENT AGENDAINDIVIDUAL ITEMS1.SUPPLEMENTAL ITEMAGENDA ITEM # 13Consider and take appropriate action regarding a Developer’s Agreement between the Town of Trophy Club and Trophy Club Estates Development, L.P. for the Falcon Estates (7H); and authorizing the Mayor or her designee to execute all necessary documents (M. Cox). 2.SUPPLEMENTAL ITEM AGENDA ITEM #14 Consider and take action regarding a Developer’s Agreement between the Town of Trophy Club and Trophy Club Estates Development, L.P. for the Aspen Estates (8H); and authorizing the Mayor or her designee to execute all necessary documents (M. Cox). 3.SUPPLEMENTAL ITEM AGENDA ITEM 18 Consider and take appropriate action regarding an amendment to the current Interlocal Agreement with the Trophy Club Municipal Utility District No. 1 to provide for water and wastewater service (W. Carroll). 4.SUPPLEMENTAL ITEM AGENDA ITEM #19 Case ME­23­001 (Cooks Children’s Sign Meritorious Exception) Consider and take appropriate action on a Meritorious Exception for Cooks Children’s generally located at the northeast corner of Hwy 114 and Trophy Club Drive addressed as 2300 E. Hwy 114, Suite 300 (M. Cox). EXECUTIVE SESSION RECONVENE INTO REGULAR SESSION ADJOURN One or more members of the Town Council may participate remotely using video conferencing pursuant to Chapter 551 of the Texas Government Code. The Town Council may convene into executive session to discuss posted items as allowed by the Texas Open Meeting Act, LGC.551.071 CERTIFICATION I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1 Trophy Wood Drive, Trophy Club, Texas, on Friday, February 10, 2023 by 5:00 p.m. in accordance with Chapter 551, Texas Government Code. __________________________________ Anita Otterson Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682­237­2900, 48 hours in advance, and reasonable accommodations will be made to assist you. 2 Town of Trophy ClubMeeting Agenda PacketSUPPLEMENTAL ATTACHMENTSTown Council 1 Trophy Wood DriveTrophy Club, Texas76262February 14, 2023 5:00 PM Council ChambersCALL TO ORDER AND ANNOUNCE A QUORUM ­ Mayor FleuryINVOCATION led by Parks and Recreation Director Tony Jaramillo PLEDGES led by Mayor for a Day Monica DeCiccoPledge of Allegiance to the American Flag.Pledge of Allegiance to the Texas Flag.PUBLIC COMMENT(S)This is an opportunity for citizens to address the Council on any matter. The Councilis not permitted to discuss or take action on any presentations made. Presentationsare limited to matters over which the Council has authority. Speakers have up to four(4) minutes or the time limit determined by the Presiding Officer. Each speaker musthave submitted their request to speak by completing the Speaker’s Form or mayemail mayorandcouncil@trophyclub.orgANNOUNCEMENTS AND REPORTSCONSENT AGENDAINDIVIDUAL ITEMS1.SUPPLEMENTAL ITEMAGENDA ITEM # 13Consider and take appropriate action regarding a Developer’s Agreement between theTown of Trophy Club and Trophy Club Estates Development, L.P. for the FalconEstates (7H); and authorizing the Mayor or her designee to execute all necessarydocuments (M. Cox).2.SUPPLEMENTAL ITEMAGENDA ITEM #14Consider and take action regarding a Developer’s Agreement between the Town ofTrophy Club and Trophy Club Estates Development, L.P. for the Aspen Estates (8H);and authorizing the Mayor or her designee to execute all necessary documents (M.Cox).3.SUPPLEMENTAL ITEMAGENDA ITEM 18Consider and take appropriate action regarding an amendment to the current InterlocalAgreement with the Trophy Club Municipal Utility District No. 1 to provide for water andwastewater service (W. Carroll).4.SUPPLEMENTAL ITEMAGENDA ITEM #19Case ME­23­001 (Cooks Children’s Sign Meritorious Exception)Consider and take appropriate action on a Meritorious Exception for Cooks Children’sgenerally located at the northeast corner of Hwy 114 and Trophy Club Drive addressedas 2300 E. Hwy 114, Suite 300 (M. Cox).EXECUTIVE SESSIONRECONVENE INTO REGULAR SESSIONADJOURNOne or more members of the Town Council may participate remotely using videoconferencing pursuant to Chapter 551 of the Texas Government Code.The Town Council may convene into executive session to discuss posted items as allowed bythe Texas Open Meeting Act, LGC.551.071CERTIFICATIONI certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1Trophy Wood Drive, Trophy Club, Texas, on Friday, February 10, 2023 by 5:00 p.m. inaccordance with Chapter 551, Texas Government Code.__________________________________Anita OttersonTown Secretary If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682­237­2900, 48 hours in advance, and reasonable accommodations will be made to assist you. 3 27843539v2 56310.002.33 THE FALCON ESTATES DEVELOPMENT CONTRACT FOR PUBLIC IMPROVEMENTS WHEREAS, TROPHY CLUB ESTATES DEVELOPMENT, LP (the “Developer”), whose business address is 13101 Preston Rd., Suite 510, Dallas, TX 75240, is the developer of real property located in the limits of the Town of Trophy Club, being described as THE FALCON ESTATES SUBDIVISION (the “Development”), an unrecorded subdivision to the Town of Trophy Club, Texas; also known as Parcel 7H being further identified on Exhibit A attached thereto; North Texas Contracting, Inc (the “Contractor”) is the Contractor hired by Developer; and WHEREAS, Developer wishes to enter into this agreement with the TOWN OF TROPHY CLUB, TEXAS (the “Town”) to provide for the construction of certain public improvements (the “Public Improvements”), as described in Exhibit B attached hereto and made a part hereof by reference, which, among other things, are necessitated by and will serve the Development; and WHEREAS, this agreement is entered into pursuant to Subchapter C of Chapter 212 of the Texas Local Government Code as a condition of plat approval and the Public Improvements are roughly proportional to the benefits received and burdens imposed by the Development; and WHEREAS, this agreement is required to ensure that the Public Improvements are constructed in accordance with the Town’s standard specifications for public works projects, applicable ordinances and design criteria manuals (“Standard Specifications”), and the plans and specifications prepared by Developer’s engineer, BGE (“Developer’s Engineer”) dated October 2022, which were approved by the Town and are on file in the office of: Teague, Nall & Perkins, Tom Rutledge, Town Engineer, 100 4 27843539v2 56310.002.33 Macon Street, Fort Worth, Texas 76102 (“Town Engineer”), which may be amended with the written approval of the Town Engineer or their designee (the “Project Specifications”), such Standard Specifications and Project Specifications being incorporated hereby by reference and herein called the “Plans and Specifications”; and WHEREAS, the Developer understands and agrees that it is responsible for and has retained at its sole expense, the Developer’s Engineer to design the Public Improvements in accordance with the Standard Specifications, taking into consideration the specific site conditions that may impact the Public Improvements; and WHEREAS, the Developer shall provide for the construction of the Public Improvements by and through North Texas Contracting, Inc, (the “Contractor”) whose address is 4999 Keller Haslet Rd., Keller, TX. 76248, a construction contractor experienced in the construction of improvements similar to the Public Improvements and, the contractor shall meet Town and Statutory requirements for being insured, and licensed and bonded to perform work in public rights-of-way and to be qualified in all respects to bid on public streets and public projects of a similar nature, and the Developer agrees to submit contract documents to the Town and participate in pre-construction meetings with the Town and all Developer contractors; and WHEREAS, Developer and Contractor recognize that the Town has an interest in ensuring that the Public Improvements, which will, upon completion and acceptance by the Town, become public property, are properly constructed in accordance with the Plans and Specifications and that payment by Developer is provided therefor; NOW THEREFORE, The Developer, Contractor and Town (the “Parties”) in consideration of their mutual promises and covenants contained herein agree as follows: 1. Covenants of Developer and Contractor: a. Construction: Developer and Contractor shall construct the Public Improvements in accordance with the Plans and Specifications and complete the Public Improvements on or before eighteen (18) months from the final 5 27843539v2 56310.002.33 date of execution of this Contract. Developer shall be responsible for all monies due to the Contractor for construction of the Public Improvements. In no event shall the Town be responsible for payment of any of the expenses or costs to construct the Public Improvements. The Town Engineer in their discretion may require the Developer to provide security for payments to the Contractor, which may be in the form of a cash deposit with the Town, a letter of credit, a dedicated construction account with a lending institution approved by the Town Engineer, or other security that the Town Engineer in their discretion deems adequate to ensure that the Developer does not default in its payment obligations to the Contractor. b. Authority of Town Engineer, Inspections, Tests and Orders, Developer and Contractor Warranty. All work on the Public Improvements shall be performed in a good and workmanlike manner and to the satisfaction of the Town Engineer or their representative. The Town Engineer shall decide all questions, which arise as to the quality and acceptability of materials furnished, work performed, and the interpretation of the Plans and Specifications and may reject any work not performed in accordance with the Plans and Specifications. The contractor, its surety on the performance bond required herein, and the Developer, warrant, that the Public Improvements will be free from defects in materials and workmanship and that they will pay to remedy same for a period of two years after the completion of the Public Improvements and final acceptance by the Town. This warranty shall not constitute a limitation on the duty to remedy latent defects in construction that were not known at the time of final acceptance or within said two-year warranty period. The Developer and Contractor shall furnish the Town Engineer or their representative with every reasonable facility for ascertaining whether or not the work performed was in accordance with the Plans and Specifications applicable thereto. Any work done, or materials used without 6 27843539v2 56310.002.33 suitable inspection by the Town may be ordered removed and replaced at Contractor’s expense. The Town Engineer or their designee shall perform periodic inspections of the work and shall perform a final inspection prior to final acceptance by the Town and an inspection 30 days prior to the expiration of two years from the date of final completion and acceptance of the work by the Town. Upon failure of the Contractor to allow for inspection, to test materials furnished, to satisfactorily repair, remove or replace, if so directed, rejected, unauthorized or condemned work or materials, or to follow any other request or order of the Town Engineer or their representative, the Town Engineer shall notify the Developer of such failure and may suspend inspections of such work until such failure is remedied. If such failure is not remedied to the satisfaction of the Town Engineer, the Town shall have no obligation under this agreement to approve or accept the Public Improvements and the Town may withhold, suspend or revoke any permits or other approvals for the Development until such matter is remedied to the satisfaction of the Town Engineer. c. Insurance. Contractor shall provide insurance in form and substance in accordance with the Town’s standard insurance requirements for public works projects, which are on file in the Town and/or in the Office of the Town Engineer and which are incorporated herein by reference. d. Means and Methods of Construction. The means and methods of construction shall be such as Contractor may choose; subject, however, to the Town’s right to reject the Public Improvements for which the means or method of constructions does not, in the judgment of the Town Engineer, assure that the Public Improvements are constructed in accordance with Plans and Specifications. 7 27843539v2 56310.002.33 e. Books and Records. All of the Developer’s and the Contractor’s books and other records related to the construction of the Public Improvements shall be available for inspection by the Town, f. Performance and Maintenance Bonds. Prior to the execution of this agreement, the commencement of construction or the issuance of any building permits, Developer or Contractor shall present to TOWN performance bond(s), payment bond(s) and maintenance bond(s) that meet the requirements of Chapter 2253 of the Texas Government Code. Each bond shall be in the full amount of the costs to construct the Public Improvements, as estimated by the Developer’s engineer and approved by the Town’s engineer, in favor of the Town ensuring completion of the Public Improvements in accordance with the Plans and Specifications and warranting against defects in materials and workmanship for a period of two years from the date of final acceptance by the Town as provided in 1(b) herein. The Contractor shall provide a written estimate of the costs to construct the public improvements. The estimated public improvement construction costs shall be included in Exhibit B. The performance bond(s), payment bond(s) and maintenance bond(s) shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government Code, shall be on the Town’s standard form or such other form approved by the Town, and shall contain a local resident agent for service of process. The Developer or Contractor may be a co-obligee on the performance bond with regard to the Contractor’s obligations. g. Payment Bonds. The Developer or Contractor shall execute a payment bond in the full amount of the costs to construct the Public Improvements in favor of the Town insuring against claims from suppliers and subcontractors. The payment bond shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government 8 27843539v2 56310.002.33 Code, shall be on the Town’s standard form or such other form approved by the Town, and shall contain a local resident agent for service of process. The Developer or Contractor may be a co-obligee on the payment bond. h.Retainage – Final Payments. As security for the faithful completion of the Public Improvements, Contractor and Developer agree that the Developer shall, retain ten (10) percent of the total dollar amount of the contract price until after final approval or acceptance of the Public Improvements by the Town. The Developer shall thereafter pay the Contractor the retainage, only after Contractor has furnished to the Developer satisfactory evidence including an affidavit that all indebtedness has been paid, that all indebtedness connected with the work and all sums of money due for labor, materials, apparatus, fixtures or machinery furnished for all and used in the performance of the work have been paid or otherwise satisfied. In addition, Contractor shall provide Developer with a consent to final payment from the payment bond surety. i.Encumbrances. Upon completion and final acceptance of the Public Improvements by the Town, the Public Improvements shall become the property of the Town free and clear of all liens, claims, charges or encumbrances of any kind. If, after acceptance of the Public Improvements, any claim, lien, charge or encumbrance is made, or found to exist, against the Public Improvements, or land dedicated to the Town, to which they are affixed, the Developer and Contractor shall upon notice by the Town promptly cause such claim, lien, charge or encumbrance to be satisfied and released or promptly post a bond with the Town in the amount of such claim, liens, charge or encumbrance, in favor of the Town, to ensure payment of such claim, lien, charge or encumbrance. j.INDEMNIFICATION. THE DEVELOPER AND CONTRACTOR SHALL AND HEREBY DO INDEMNIFY, DEFEND AND HOLD 9 27843539v2 56310.002.33 HARMLESS, THE TOWN, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, NAME AND DESCRIPTION BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED AS SUSTAINED BY ANY PERSON, PERSONS OR PROPERTY ON ACCOUNT OF THE OPERATIONS OF THE CONTRACTOR, THEIR AGENTS, EMPLOYEES OR SUBCONTRACTORS; OR ON ACCOUNT OF ANY NEGLIGENT ACT OR FAULT OF THE CONTRACTOR, THEIR AGENTS, EMPLOYEES OR SUBCONTRACTORS IN CONSTRUCTION OF THE IMPROVEMENTS; AND SHALL PAY ANY JUDGMENT, WITH COSTS, WHICH MAY BE OBTAINED AGAINST THE TOWN GROWING OUT OF SUCH INJURY OR DAMAGE. k.Approval by the TOWN Engineer 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 with respect to the construction of any of the PROJECT'S improvements or facilities, or for the accuracy and competency of the PROJECT'S improvements and facilities design and specifications prepared by the DEVELOPER'S consulting engineer, his officers, agents, servants or employees, it being the intent of the parties that the approval by the TOWN Engineer signifies the TOWN'S approval on only the general design concept of the improvements and facilities to be constructed. l.The Developer and Contractor are responsible for all liability for drainage to adjacent and downstream property, but only to the extent directly caused by the design and construction of the Public Improvements contemplated by this agreement. 10 27843539v2 56310.002.33 m.This Developer’s Agreement shall be construed in accordance with the Town of Trophy Club, Texas Subdivision Regulations and all other applicable ordinances. Any conflicts between the provisions of this Developer’s Agreement, the Town’s Subdivision regulations, Town Ordinances, and State and Federal Law, shall be construed in favor of the Town’s Ordinances as allowed by law, subject to Chapter 245 of the Local Government Code. To the extent any such conflict exists, only that portion of the Developer’s Agreement in conflict shall be severable from the other provisions of the Agreement, and such conflict shall in no manner affect the validity or enforceability of the remaining provisions. n.All rights, remedies and privileges permitted or available to the Town under this Agreement or at law or equity shall be cumulative and not alternative, and election of any such right, remedy or privilege shall not constitute a waiver or exclusive election of any rights, remedies or privilege with respect to any other permitted or available right, remedy or privilege. Additionally, one instance of forbearance by the Town in the enforcement of any such right, remedy or privilege, shall not constitute a waiver of such right, remedy or privilege by the Town. A default under this agreement by the Town shall not result in forfeiture of any rights, remedies, or privileges under this Agreement by the Town. 2.Agreement Controlling. The provisions of this agreement shall control over any conflicting provision of any contract between the Developer and any other entity as to the construction of the Public Improvements. 3.Covenants of Town of Trophy Club. Upon proper completion of the Public Improvements in accordance with this agreement, the Town agrees to accept the Public Improvements. 4.Nexus and Rough Proportionality. The Developer acknowledges and agrees that there is a reasonable nexus between the demands created by the Development and the 11 27843539v2 56310.002.33 Public Improvements, and that the costs associated with the construction and dedication of land for the Public Improvements is roughly proportional to the benefits received and the burdens imposed by the Development. The Developer shall indemnify and hold the Town harmless against any claim by it or others claiming through it, that the required Public Improvements and associated dedication of land are unlawful exactions. 5.Venue and Governing Law. The Parties herein agree that this agreement shall be enforceable in Denton County, Texas, and if legal action is necessary in connection therewith, exclusive venue shall lie in Denton County, Texas. The terms and provisions of this agreement shall be construed in accordance with the laws and court decisions of the State of Texas. 6.Successor and Assigns. This contract shall be binding upon and inure to the benefit of the parties, hereto, their respective successors and assigns. This agreement may not be assigned without written consent of the Parties. 7. Null and Void. This agreement will be null and void if the Trophy Club Municipal Utility District does not approve the interlocal agreement with the Town of Trophy Club that will provide services to the area which is the subject of this agreement. 12 27843539v2 56310.002.33 Executed this, ____ day of January 2023. DEVELOPER: NAME: ______________________________________ BY: _________________________________________ Name: Title: Address: CONTRACTOR: NAME: ______________________________________ BY: _________________________________________ Name: Title: Address: TOWN OF TROPHY CLUB BY: _________________________________________ Alicia L. Fleury, Mayor ATTEST: BY: _________________________________________ Anita Otterson, Town Secretary APPROVED AS TO FORM: BY: _________________________________________ J. David Dodd, Town Attorney 13 27843539v2 56310.002.33 Exhibit A LEGAL DESCRIPTION FIELD NOTES TROPHY CLUB 7H BEING a tract or parcel of land situated in the R. Allen Survey, Abstract Number 5 in the Town of Trophy Club, Denton County, Texas, and being part of a tract of land conveyed to Beck Properties Trophy Club, L.P. by deed recorded in Clerk File Number 93-R00875I6, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 5/8" iron rod found for the most southernly east corner of said Beck Properties, being in the east line of a tract of land Quit-Claimed to R. D. Busby by deed in Volume 462, Page 422, Deed Records, Denton County, Texas; THENCE North I5E23'24" West along the said east line of said Beck Properties a distance of 406.80 feet to a U.S. Army Corps of Engineers Monument found for corner; THENCE North 09E 13'42" West a distance of 426.42 feet to the POINT OF BEGINNING; THENCE South 84E59'29" West a distance of 50.00 feet to a point for corner; THENCE North 05E00'31" West a distance of 492.5I feet to a point for corner; THENCE North 84E59'29" East a distance of3 I6.70 feet to a point for corner; THENCE South IOE39'25" East a distance of84.27 feet to a point for comer; THENCE South 05E00'3I" East a distance of329.55 feet to a point for corner; THENCE South 13E39'1O" West a distance of 70.61 feet to a point for corner; THENCE South 49£23'55" West a distance of 53.46 feet to a point for corner; THENCE North 89£50'00" West a distance of209.79 feet to the POINT OF BEGINMING and containing 3.692 acres of land, more or less. 14 27843539v2 56310.002.33 Exhibit B –Public Improvements Breakdown NORTH TEXAS CONTRACTING, INC. PROJECT: LOCATION: BID DATE: CONTACT: EMAIL: GAS WELL HOME DEVELOPMENT SITES TROPHY CLUB, TEXAS 10.3.22 ADAM BERNARD ADAMB@NTEXCON.COM Item No. Description Qt Unit Bid Unit Bid Amount BREAKDOWN OF PERMANENT PUBLIC IMPROVEMENTS 0.00 0.00 HAWTHORN ESTATES 0.00 0.00 0.00 0.00 STORM 24" CL-III RCP (T&G) 126 LF 85.00 10,710.00 10" CURB INLET 1 EA 4,500.00 4,500.00 ROCK RIPRAP 17SY 85.00 1,445.00 0.00 0.00 WATER 8" DR-18 WATER LINE 416 LF 60.00 24,960.00 6" DR-18 WATER LINE 16 LF 55.00 880.00 6" GATE VALVE 2 EA 1,850.00 3,700.00 8" GATE VALVE 2 EA 2,100.00 4,200.00 FIRE HYDRANT 2 EA 4,000.00 8,000.00 1" DOMESTIC SERVICE 9 EA 500.00 4,500.00 12" X 8" TAPPING SLEEVE 1 EA 3,000.00 3,000.00 0.00 0.00 SANITARY 8" SDR-26 SANITARY PIPE 197 LF 50.00 9,850.00 8" SDR-35 SANITARY PIPE 278 LF 45.00 12,510.00 4' DIA MANHOLE 3 EA 4,500.00 13,500.00 4" DOMESTIC SERVICE W/ CLEANOUT 9 EA 650.00 5,850.00 0.00 0.00 CONCRETE 6" 4000 PSI PAVING 1480 SY 55.00 81,400.00 4" 3000 PSI SIDEWALK 168 SF 6.00 1,008.00 0.00 0.00 TOTAL: $ 190,013.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15 27843539v2 56310.002.33 THE ASPEN ESTATES DEVELOPMENT CONTRACT FOR PUBLIC IMPROVEMENTS WHEREAS, TROPHY CLUB ESTATES DEVELOPMENT, LP (the “Developer”), whose business address is 13101 Preston Rd., Suite 510, Dallas, TX 75240, is the developer of real property located in the limits of the Town of Trophy Club, being described as THE ASPEN ESTATES SUBDIVISION (the “Development”), an unrecorded subdivision to the Town of Trophy Club, Texas; also known as Parcel 8H being further identified on Exhibit A attached thereto; North Texas Contracting, Inc (the “Contractor”) is the Contractor hired by Developer; and WHEREAS, Developer wishes to enter into this agreement with the TOWN OF TROPHY CLUB, TEXAS (the “Town”) to provide for the construction of certain public improvements (the “Public Improvements”), as described in Exhibit B attached hereto and made a part hereof by reference, which, among other things, are necessitated by and will serve the Development; and WHEREAS, this agreement is entered into pursuant to Subchapter C of Chapter 212 of the Texas Local Government Code as a condition of plat approval and the Public Improvements are roughly proportional to the benefits received and burdens imposed by the Development; and WHEREAS, this agreement is required to ensure that the Public Improvements are constructed in accordance with the Town’s standard specifications for public works projects, applicable ordinances and design criteria manuals (“Standard Specifications”), and the plans and specifications prepared by Developer’s engineer, BGE (“Developer’s Engineer”) dated October 2022, which were approved by the Town and are on file in the office of: Teague, Nall & Perkins, Tom Rutledge, Town Engineer, 100 16 27843539v2 56310.002.33 Macon Street, Fort Worth, Texas 76102 (“Town Engineer”), which may be amended with the written approval of the Town Engineer or their designee (the “Project Specifications”), such Standard Specifications and Project Specifications being incorporated hereby by reference and herein called the “Plans and Specifications”; and WHEREAS, the Developer understands and agrees that it is responsible for and has retained at its sole expense, the Developer’s Engineer to design the Public Improvements in accordance with the Standard Specifications, taking into consideration the specific site conditions that may impact the Public Improvements; and WHEREAS, the Developer shall provide for the construction of the Public Improvements by and through North Texas Contracting, Inc, (the “Contractor”) whose address is 4999 Keller Haslet Rd., Keller, TX. 76248, a construction contractor experienced in the construction of improvements similar to the Public Improvements and, the contractor shall meet Town and Statutory requirements for being insured, and licensed and bonded to perform work in public rights-of-way and to be qualified in all respects to bid on public streets and public projects of a similar nature, and the Developer agrees to submit contract documents to the Town and participate in pre-construction meetings with the Town and all Developer contractors; and WHEREAS, Developer and Contractor recognize that the Town has an interest in ensuring that the Public Improvements, which will, upon completion and acceptance by the Town, become public property, are properly constructed in accordance with the Plans and Specifications and that payment by Developer is provided therefor; NOW THEREFORE, The Developer, Contractor and Town (the “Parties”) in consideration of their mutual promises and covenants contained herein agree as follows: 1. Covenants of Developer and Contractor: a. Construction: Developer and Contractor shall construct the Public Improvements in accordance with the Plans and Specifications and complete the Public Improvements on or before eighteen (18) months from the final 17 27843539v2 56310.002.33 date of execution of this Contract. Developer shall be responsible for all monies due to the Contractor for construction of the Public Improvements. In no event shall the Town be responsible for payment of any of the expenses or costs to construct the Public Improvements. The Town Engineer in their discretion may require the Developer to provide security for payments to the Contractor, which may be in the form of a cash deposit with the Town, a letter of credit, a dedicated construction account with a lending institution approved by the Town Engineer, or other security that the Town Engineer in their discretion deems adequate to ensure that the Developer does not default in its payment obligations to the Contractor. b. Authority of Town Engineer, Inspections, Tests and Orders, Developer and Contractor Warranty. All work on the Public Improvements shall be performed in a good and workmanlike manner and to the satisfaction of the Town Engineer or their representative. The Town Engineer shall decide all questions, which arise as to the quality and acceptability of materials furnished, work performed, and the interpretation of the Plans and Specifications and may reject any work not performed in accordance with the Plans and Specifications. The contractor, its surety on the performance bond required herein, and the Developer, warrant, that the Public Improvements will be free from defects in materials and workmanship and that they will pay to remedy same for a period of two years after the completion of the Public Improvements and final acceptance by the Town. This warranty shall not constitute a limitation on the duty to remedy latent defects in construction that were not known at the time of final acceptance or within said two-year warranty period. The Developer and Contractor shall furnish the Town Engineer or their representative with every reasonable facility for ascertaining whether or not the work performed was in accordance with the Plans and Specifications applicable thereto. Any work done, or materials used without 18 27843539v2 56310.002.33 suitable inspection by the Town may be ordered removed and replaced at Contractor’s expense. The Town Engineer or their designee shall perform periodic inspections of the work and shall perform a final inspection prior to final acceptance by the Town and an inspection 30 days prior to the expiration of two years from the date of final completion and acceptance of the work by the Town. Upon failure of the Contractor to allow for inspection, to test materials furnished, to satisfactorily repair, remove or replace, if so directed, rejected, unauthorized or condemned work or materials, or to follow any other request or order of the Town Engineer or their representative, the Town Engineer shall notify the Developer of such failure and may suspend inspections of such work until such failure is remedied. If such failure is not remedied to the satisfaction of the Town Engineer, the Town shall have no obligation under this agreement to approve or accept the Public Improvements and the Town may withhold, suspend or revoke any permits or other approvals for the Development until such matter is remedied to the satisfaction of the Town Engineer. c. Insurance. Contractor shall provide insurance in form and substance in accordance with the Town’s standard insurance requirements for public works projects, which are on file in the Town and/or in the Office of the Town Engineer and which are incorporated herein by reference. d. Means and Methods of Construction. The means and methods of construction shall be such as Contractor may choose; subject, however, to the Town’s right to reject the Public Improvements for which the means or method of constructions does not, in the judgment of the Town Engineer, assure that the Public Improvements are constructed in accordance with Plans and Specifications. 19 27843539v2 56310.002.33 e. Books and Records. All of the Developer’s and the Contractor’s books and other records related to the construction of the Public Improvements shall be available for inspection by the Town, f. Performance and Maintenance Bonds. Prior to the execution of this agreement, the commencement of construction or the issuance of any building permits, Developer or Contractor shall present to TOWN performance bond(s), payment bond(s) and maintenance bond(s) that meet the requirements of Chapter 2253 of the Texas Government Code. Each bond shall be in the full amount of the costs to construct the Public Improvements, as estimated by the Developer’s engineer and approved by the Town’s engineer, in favor of the Town ensuring completion of the Public Improvements in accordance with the Plans and Specifications and warranting against defects in materials and workmanship for a period of two years from the date of final acceptance by the Town as provided in 1(b) herein. The Contractor shall provide a written estimate of the costs to construct the public improvements. The estimated public improvement construction costs shall be included in Exhibit B. The performance bond(s), payment bond(s) and maintenance bond(s) shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government Code, shall be on the Town’s standard form or such other form approved by the Town, and shall contain a local resident agent for service of process. The Developer or Contractor may be a co-obligee on the performance bond with regard to the Contractor’s obligations. g. Payment Bonds. The Developer or Contractor shall execute a payment bond in the full amount of the costs to construct the Public Improvements in favor of the Town insuring against claims from suppliers and subcontractors. The payment bond shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government 20 27843539v2 56310.002.33 Code, shall be on the Town’s standard form or such other form approved by the Town, and shall contain a local resident agent for service of process. The Developer or Contractor may be a co-obligee on the payment bond. h. Retainage – Final Payments. As security for the faithful completion of the Public Improvements, Contractor and Developer agree that the Developer shall, retain ten (10) percent of the total dollar amount of the contract price until after final approval or acceptance of the Public Improvements by the Town. The Developer shall thereafter pay the Contractor the retainage, only after Contractor has furnished to the Developer satisfactory evidence including an affidavit that all indebtedness has been paid, that all indebtedness connected with the work and all sums of money due for labor, materials, apparatus, fixtures or machinery furnished for all and used in the performance of the work have been paid or otherwise satisfied. In addition, Contractor shall provide Developer with a consent to final payment from the payment bond surety. i. Encumbrances. Upon completion and final acceptance of the Public Improvements by the Town, the Public Improvements shall become the property of the Town free and clear of all liens, claims, charges or encumbrances of any kind. If, after acceptance of the Public Improvements, any claim, lien, charge or encumbrance is made, or found to exist, against the Public Improvements, or land dedicated to the Town, to which they are affixed, the Developer and Contractor shall upon notice by the Town promptly cause such claim, lien, charge or encumbrance to be satisfied and released or promptly post a bond with the Town in the amount of such claim, liens, charge or encumbrance, in favor of the Town, to ensure payment of such claim, lien, charge or encumbrance. j. INDEMNIFICATION. THE DEVELOPER AND CONTRACTOR SHALL AND HEREBY DO INDEMNIFY, DEFEND AND HOLD 21 27843539v2 56310.002.33 HARMLESS, THE TOWN, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, NAME AND DESCRIPTION BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED AS SUSTAINED BY ANY PERSON, PERSONS OR PROPERTY ON ACCOUNT OF THE OPERATIONS OF THE CONTRACTOR, THEIR AGENTS, EMPLOYEES OR SUBCONTRACTORS; OR ON ACCOUNT OF ANY NEGLIGENT ACT OR FAULT OF THE CONTRACTOR, THEIR AGENTS, EMPLOYEES OR SUBCONTRACTORS IN CONSTRUCTION OF THE IMPROVEMENTS; AND SHALL PAY ANY JUDGMENT, WITH COSTS, WHICH MAY BE OBTAINED AGAINST THE TOWN GROWING OUT OF SUCH INJURY OR DAMAGE. k. Approval by the TOWN Engineer 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 with respect to the construction of any of the PROJECT'S improvements or facilities, or for the accuracy and competency of the PROJECT'S improvements and facilities design and specifications prepared by the DEVELOPER'S consulting engineer, his officers, agents, servants or employees, it being the intent of the parties that the approval by the TOWN Engineer signifies the TOWN'S approval on only the general design concept of the improvements and facilities to be constructed. l. The Developer and Contractor are responsible for all liability for drainage to adjacent and downstream property, but only to the extent directly caused by the design and construction of the Public Improvements contemplated by this agreement. 22 27843539v2 56310.002.33 m. This Developer’s Agreement shall be construed in accordance with the Town of Trophy Club, Texas Subdivision Regulations and all other applicable ordinances. Any conflicts between the provisions of this Developer’s Agreement, the Town’s Subdivision regulations, Town Ordinances, and State and Federal Law, shall be construed in favor of the Town’s Ordinances as allowed by law, subject to Chapter 245 of the Local Government Code. To the extent any such conflict exists, only that portion of the Developer’s Agreement in conflict shall be severable from the other provisions of the Agreement, and such conflict shall in no manner affect the validity or enforceability of the remaining provisions. n. All rights, remedies and privileges permitted or available to the Town under this Agreement or at law or equity shall be cumulative and not alternative, and election of any such right, remedy or privilege shall not constitute a waiver or exclusive election of any rights, remedies or privilege with respect to any other permitted or available right, remedy or privilege. Additionally, one instance of forbearance by the Town in the enforcement of any such right, remedy or privilege, shall not constitute a waiver of such right, remedy or privilege by the Town. A default under this agreement by the Town shall not result in forfeiture of any rights, remedies, or privileges under this Agreement by the Town. 2. Agreement Controlling. The provisions of this agreement shall control over any conflicting provision of any contract between the Developer and any other entity as to the construction of the Public Improvements. 3. Covenants of Town of Trophy Club. Upon proper completion of the Public Improvements in accordance with this agreement, the Town agrees to accept the Public Improvements. 4. Nexus and Rough Proportionality. The Developer acknowledges and agrees that there is a reasonable nexus between the demands created by the Development and the 23 27843539v2 56310.002.33 Public Improvements, and that the costs associated with the construction and dedication of land for the Public Improvements is roughly proportional to the benefits received and the burdens imposed by the Development. The Developer shall indemnify and hold the Town harmless against any claim by it or others claiming through it, that the required Public Improvements and associated dedication of land are unlawful exactions. 5.Venue and Governing Law. The Parties herein agree that this agreement shall be enforceable in Denton County, Texas, and if legal action is necessary in connection therewith, exclusive venue shall lie in Denton County, Texas. The terms and provisions of this agreement shall be construed in accordance with the laws and court decisions of the State of Texas. 6.Successor and Assigns. This contract shall be binding upon and inure to the benefit of the parties, hereto, their respective successors and assigns. This agreement may not be assigned without written consent of the Parties. 7. Null and Void. This agreement will be null and void if the Trophy Club Municipal Utility District does not approve the interlocal agreement with the Town of Trophy Club that will provide services to the area which is the subject of this agreement. 8. 24 27843539v2 56310.002.33 Executed this, ____ day of January 2023. DEVELOPER: NAME: ______________________________________ BY: _________________________________________ Name: Title: Address: CONTRACTOR: NAME: ______________________________________ BY: _________________________________________ Name: Title: Address: TOWN OF TROPHY CLUB BY: _________________________________________ Alicia L. Fleury, Mayor ATTEST: BY: _________________________________________ Anita Otterson, Town Secretary APPROVED AS TO FORM: BY: _________________________________________ J. David Dodd, Town Attorney 25 27843539v2 56310.002.33 Exhibit A – Legal Description 26 27843539v2 56310.002.33 Exhibit B –Public Improvements Breakdown 27 Page 1 of 3 FIRST AMENDMENT TO AMENDED AND RESTATED CONTRACT FOR WHOLESALE WATER SUPPLY AND WASTEWATER TREATMENT SERVICES AND WATER AND WASTEWATER OPERATIONAL SERVICES This First Amendment to Amended and Restated Contract for Wholesale Water Supply and Wastewater Treatment Services and Water and Wastewater Operations Services (“First Amendment”) is entered into as of February 15 , 2023 between THE TOWN OF TROPHY CLUB, TEXAS, a home rule municipality located in Denton and Tarrant Counties (hereinafter “Town”) and TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1, a conservation and reclamation District of the State of Texas in Denton and Tarrant Counties created and operating pursuant to Chapters 49 and 54 of the Texas Water Code (hereinafter “MUD”). Recitals WHEREAS, Town and MUD previously entered into that Amended and Restated Contract for Wholesale Water Supply and Wastewater Treatment Services and Water and Wastewater Operations Services dated July 25, 2017 (“Contract”); WHEREAS, Town and MUD desire to amend the Contract to add additional property within Town territorial limits and for the MUD to provide wholesale water and wastewater services and operational services to the additional property under the Contract under the terms set forth herein; WHEREAS, Town and MUD also desire to amend the Contract to further define the operation, maintenance, repair and replacement of the water and wastewater infrastructure under the Contract; WHEREAS, the Interlocal Cooperation Act, Texas Government Code, Chapter 791, et seq., as amended (the “Act”) provides authority for governmental entities of the State of Texas to enter into interlocal contracts with each other regarding governmental functions and services as set forth in the Act; and WHEREAS, each Party hereto paying for the performance of governmental functions or services shall make such payments from current revenues legally available to the paying Party and each Party hereby finds and agrees that it is fairly compensated for the services or functions performed under the terms of this Contract. NOW, THEREFORE, Town and MUD, for and in consideration of the recitals set forth above and terms and conditions below, agree as follows: 1. Incorporation of Recitals. The foregoing recitals are agreed upon and incorporated herein as a part of this First Amendment. 2. Addition of Town Customers. The Property, as defined in the Contract, shall be expanded beyond that set forth in Exhibit “A” to the Contract to include any future Town Customers added after the effective date of this First Amendment that are within the Town corporate limits and outside MUD boundaries and are approved by the MUD pursuant to the provisions of this paragraph. The MUD 28 Page 2 of 3 will provide wholesale water and wastewater services and operational services under the Contract for any new Town Customers that connect to the Town Water Distribution and the Town Wastewater System pursuant to Town and MUD development and service extension requirements and are approved by the MUD. Town will notify MUD of the addition of Town Customers to initiate the service extension review process, including but not limited to providing mapping and information on service extension locations, points of connection, total number of proposed lots and service demands. Within sixty (60) days after receipt of such notice and the receipt of all relevant information requested by the MUD under its service extension review process, the MUD will inform the Town whether it approves inclusion of the proposed additional service based on all relevant circumstances, including the available capacity in the MUD’s water and wastewater systems and impact of the proposed service on the provision of services to existing customers of the MUD and the Town. Under no circumstances shall the MUD be responsible for funding any improvements required for the provision of service to the new Town Customers, and the MUD may conditionally approve service to new Town Customers on the funding and construction of facilities identified by the MUD as conditions of service. New Town Customers added pursuant to this First Amendment shall be billed in accordance with that Interlocal Agreement for Utility Billing Services between the parties dated _______, ____, 2016. The parties agree that the certified assessed valuation of any taxable property included within the Town corporate limits shall be included in the calculation of the Certified Assessed Valuation under the Contract. 3. Repair and Replacement. Operation, maintenance, repair and replacement of the Town Water Distribution and the Town Wastewater Collection System that is required to be completed in the same manner as that for the MUD Water System and MUD Wastewater System pursuant to Section 5.2 of the Contract shall include any public improvements to the Town Water Distribution and the Town Wastewater Collection System constructed for service to new Town Customers and shall be in conformance with state and federal regulatory requirements. 4. General Terms and Conditions. a. In the event of any conflict between the Contract and this First Amendment, the terms of this First Amendment shall control. b. All capitalized terms used but not defined herein shall have the same meanings as defined in the Contract. c. Except as expressly set forth in this First Amendment, the Contract otherwise is unmodified and remains in full force and effect. Each reference in the Contract to itself shall be deemed also to refer to this First Amendment. d. This First Amendment may be executed in duplicate counterparts, each of which will be deemed an original. 29 Page 3 of 3 e. Each of the parties represents and warrants that it has the right, power, legal capacity, and authority to enter into and perform its respective obligations under this First Amendment. [SIGNATURES TO FOLLOW ON NEXT PAGE] 30 Page 4 of 3 IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute this First Amendment on the dates set forth below. TOWN OF TROPHY CLUB, TEXAS By: Name: Title: Mayor Date: ATTEST: By: Name: Title: Town Secretary TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 By: Name: Title: Board President Date: ATTEST: By: Name: Title: District Secretary 31 Page 1 of 3 1 7 5 3 To: Mayor and Town Council From: Matt Cox, Director of Community Development CC: Wade Carroll, Town Manager Anita Otterson, Town Secretary Re: Case ME-23-001 (Cook Children’s Sign Meritorious Exception) Town Council Meeting, February 14, 2023 Agenda Item: Take appropriate action to approve the request for the Meritorious Exception for Cooks Children’s generally located at the northeast corner of SH 114 and Trophy Club Drive addressed as 2300 E Hwy 114, Suite 300. Background and Explanation: Section 3.09.010 of the Town’s Code of Ordinances allows an interested party to make a request for a Meritorious Exception to the Planning & Zoning Commission and Town Council to consider a proposal that does not conform to the sign regulations but may have merit and make a positive contribution to the visual environment. A request for a Meritorious Exception is necessary for the proposed signs at Cooks Children’s because it exceeds the sign height prescribed in the Planned Development No. 30 (PD-30). The PD states that sign shall fit within: HEIGHT 2 feet, 6 inches (30 inches) WIDTH 40 feet As shown on Exhibits A (Cook’s Children Front Sign) the proposed dimensions are: Cooks Children’s HEIGHT 6’ 3 ¼” WIDTH 12’ 7 3/8” OVERALL SF 79.6 32 Page 2 of 3 1 7 5 3 Cooks Children’s Front Sign: Cooks Children’s Sign: Financial Considerations: Not applicable. Legal Review:33 Page 3 of 3 1 7 5 3 This item has been reviewed by the Town Attorney. Planning & Zoning Commission Recommendation: The P&Z Commission considered this item on February 7, 2023. The Commission recommended approval with a 4-0 vote as presented. Staff Recommendation: Staff recommends approval of the Meritorious Sign Exception request. Attachments: •Exhibit A – ME Application •Exhibit B – ME Sign Plans 34