HomeMy WebLinkAboutRES 051226-5.E - Bluffview PID Maintenance AgreementRESOLUTION NO.. %UG -5. 6
A RESOLUTION OF THE CITY OF GEORGETOWN, TEXAS,
APPROVING A "MAINTENANCE AGREEMENT" BETWEEN THE
CITY AND BLUFFVIEW MASTER COMMUNITY, INC., RELATING
TO MAINTENANCE OF CERTAIN AREAS AND IMPROVEMENTS
WITHIN THE BLUFFVIEW PUBLIC IMPROVEMENT DISTRICT,
MAKING RELATED FINDINGS AND DETERMINATIONS, AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Bluffview Subdivision is a subdivision and public improvement
district within the City of Georgetown's corporate limits known as the Bluffview
Public Improvement District (the "District"), authorized by Resolution No. 032222-
AA passed and approved by the Georgetown City Council on March 22, 2022 and
which became effective with the recordation of same in the Official Public Records of
Williamson County, Texas as Document No. 2022037258, containing approximately
68.080 contiguous acres (the "Property") and having single-family and multi -family
residential units; and
WHEREAS, the City, Lamy 2243, Ltd., a Texas limited partnership (the "Developer"),
and (for limited purposes) A.C. Weir Properties, Ltd., a Texas limited partnership for
entered into that certain "Development and Authorized Improvements Agreement"
between the City dated effective May 9, 2023, (the "Development Agreement") and
recorded under Document No. 2023038101 of the Official Public Records of
Williamson County, Texas, pertaining to development of the Property; and
WHEREAS, the Development Agreement requires the formation of a property
owners association to, among other things, maintain the following areas and
improvements (as the terms are defined in the Development Agreement): 1) Private
Open Space, 2) Pedestrian Linkages, Bluffview Drive Enhancements, 3) BNA
Enhancements, 4) Southwest Bypass Screening Walls, 5) Drainage Easements, 6) all
drainage, water quality, stormwater management ponds and other structures on the
Developer Property, other than drainage improvements directly associated with public
roadways within the District, and 7) any other Authorized Improvements located
within an Enhanced Area Easement, and otherwise administer the affairs of the
association in accordance with the terms of the Development Agreement and the
Bluffview Master Covenant governing the development, improvement, and sale of
land in the District, dated effective October 14, 2024, and recorded under Document
No. 2024082252 of the Official Public Records of Williamson County, Texas; and
RES NO. ()51 2 ZD - 5• E
Approving Maintenance Agreement Bluffview Subdivision (Bluffview PID) Page 1
WHEREAS, as required by the Development Agreement, on May 22, 2024 the
Developer caused the formation of the Bluffview Master Community, Inc., a nonprofit
corporation and property owners association (the "Association") to, among other
things, perform the maintenance responsibilities described in the Development
Agreement; and
WHEREAS, the Association has the authority to levy Association Assessments
against the Lots within the District to provide a permanent source of funding for the
Association to pay for performing its responsibilities under this Agreement; and
WHEREAS, the Maintenance Agreement between the City and the Association that
is attached as Attachment 1 to this Resolution describes the Association's duties and
responsibilities regarding the areas and improvements it is charged with maintaining
per the terms of the Development Agreement.
NOW, THEREFORE, the City Council desires to approve the Maintenance
Agreement attached as Attachment 1 in accordance with the requirements of the
Development Agreement:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, THAT:
1. The meeting at which this Resolution was approved was in all things conducted
in compliance with the Texas Open Meetings Act, Texas Government Code,
Chapter 551.
2. The City Council hereby finds that the foregoing recitals are true and correct, and
the recitals are hereby incorporated into this Resolution by reference for all
purposes as set forth in full.
3. The Maintenance Agreement in substantially the form attached as Attachment 1
to this Resolution is approved by the City Council and incorporated into this
Resolution for all purposes.
4. If any provision of this Resolution or application thereof to any person or
circumstance shall be held invalid, such invalidity shall not affect the other
provisions, or application thereof, of this Resolution which can be given effect
without the invalid provision or application, and to this end the provisions of this
Resolution are hereby declared to be severable.
5. The Mayor is authorized to sign this Resolution and the Maintenance Agreement
in substantially the form attached hereto as Attachment 1, and the City Secretary
is authorized to attest.
RESNO.051226 -5•6
Approving Maintenance Agreement Bluffview Subdivision (Bluffview PID) Page 2
6. This Resolution and the Maintenance Agreement will become effective in
accordance with the terms and conditions stated in the City Charter.
Attachment List:
Attachment I Maintenance Agreement
CITY OF GE0,KGET0WN, TEXAS
a
ATTEST:
By:
Robyn ensmore, City Secretary
ATTEST:
By:
A--
SkyA4ass6, City Attorney
Josh Schroder, Mayor
RESNO. OSI:2�o r5•�
Approving Maintenance Agreement Bluffview Subdivision (Bluffview PID)
Page 3
MAINTENANCE AGREEMENT
Bluffview Master Community, Inc., a Texas nonprofit corporation
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Maintenance Agreement (this "Agreement") is made to be effective as of the
Effective Date (defined below) by and between the CITY OF GEORGETOWN,
TEXAS, a home -rule city located in Williamson County, Texas (the "City"), and
Bluffview Master Community, Inc., a Texas nonprofit corporation (the
"Association"), (individually, a "Early" and collectively, the "Parties"), and is as
follows:
RECITALS
WHEREAS, the Bluffview Subdivision is a subdivision development and public
improvement district within the City's corporate limits known as the Bluffview
Public Improvement District (the "District") authorized by Resolution No. 032222-
AA passed and approved by the Georgetown City Council on March 22, 2022 (the
"PID Creation Resolution"), and which became effective with the recordation of same
in the Official Public Records of Williamson County, Texas as Document No.
2022037258 containing approximately 68.080 contiguous acres and having single-
family and multi -family residential units; and
WHEREAS, the Association is a nonprofit corporation having as its members all
persons or entities becoming a holder of all or a portion of the fee simple interest
(each, an "Owner") in any residential, final -platted subdivision lot shown on a
recorded subdivision plat located in the District (each, a "Lot"), which membership
in the Association is not severable from the ownership of the Lot, and created to,
among other things, maintain the 1) Private Open Space, 2) Pedestrian Linkages,
Bluffview Drive Enhancements, 3) BNA Enhancements, 4) Southwest Bypass
Screening Walls, 5) Drainage Easements, 6) all drainage, water quality, stormwater
management ponds and other structures on the Developer Property, other than drainage
improvements directly associated with public roadways within the District, and 7) any
other Authorized Improvements located within an Enhanced Area Easement, and
otherwise administer the affairs of the Association in accordance with the terms of
that certain "Development and Authorized Improvements Agreement" between the
City of Georgetown, Texas, a Texas home -rule municipal corporation situated in
Williamson County, Texas (the "City"), and Lamy 2243, Ltd., a Texas limited partnership
(the "Developer"), and also executed by A.C. Weir Properties, Ltd., a Texas limited
Page 1 of 13
partnership ("Weir") for certain purposes, dated effective May 9, 2023, (the
"Development Agreement"), and the Bluffview Master Covenant governing the
development, improvement, and sale of land in the District) dated effective October
14, 2024, and recorded under Document No. 2024082252 of the Official Public Records
of Williamson County, Texas; and
WHEREAS, the Association has the authority to levy Association Assessments
against the Lots within the District to provide a permanent source of funding for the
Association to pay for performing its responsibilities under this Agreement; and
WHEREAS, pursuant to the Development Agreement, the Authorized
Improvements located, or to be located, within the Enhanced Area Easements are be
conveyed to the City, in trust for the public, and will be maintained by the
Association; and
WHEREAS, the Association acknowledges and agrees that the City has exclusive
jurisdiction and control of the Enhanced Area Easements.
NOW, THEREFORE, in consideration of the premises, in furtherance of the mutual
benefits to be derived by the general public and the residents in the District and
members of the Association, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the City and the Association
agree as follows:
1. RECITALS AND AGREEMENT ADOPTED. The recitals set out above are true
and correct and are hereby incorporated into this Agreement by this reference as
though each were set out in full herein. In addition, the Development Agreement
is incorporated into this Agreement as if it were set out in full.
2. DEFINITIONS. In addition to the terms defined in the Recitals to this Agreement,
the following words, shall, when capitalized, have the following meanings when used
in this Agreement:
2.1 "Association Assessments" means the assessments the Association impose for
the purposes of, among other things, funding its obligations under this
Agreement.
2.2 "Authorized Improvements" has the meaning given in the Development
Agreement.
2.3 "Bluffview Drive Enhancements" has the meaning given in the Development
Agreement.
Page 2 of 13
2.4 "Bluffview Natural Area" has the meaning given in the Development
Agreement.
2.5 "BNA Enhancements" has the meaning given in the Development
Agreement.
2.6 "Drainage Easements" has the meaning given in the Development
Agreement.
2.7 "Enhanced Area Easements" has the meaning given in the Development
Agreement.
2.8 "Parkland" has the meaning given in the Development Agreement.
2.9 "Parkland Improvements" has the meaning given in the Development
Agreement.
2.10 "Pedestrian Linkages" has the meaning given in the Development Agreement.
2.11 "Private Open Space" has the meaning given in the Development Agreement.
2.12 "Southwest Bypass Screening Walls" has the meaning given in the Development
Agreement.
3. GRANT OF LICENSE. The City hereby grants the Association, and its duly
authorized agents, a license to enter the Bluffview Natural Area and Enhanced
Area Easements for the purpose of performing, or causing to be performed, the
maintenance responsibilities of the Association described in Section 4 of this
Agreement.
4. MAINTENANCE, REPAIR, AND REPLACEMENT OBLIGATIONS.
4.1 The Association shall, at its sole cost and expense, perform or cause to be
performed, all maintenance, repair, and replacement work for Authorized
Improvements located with the Enhanced Area Easements, the Bluffview
Natural Area, and the Private Open Space including, but not limited to
striping, painting and staining, paving, resurfacing, stonemasonry, regular
irrigation, mowing, edging, trimming of shrubs and other plantings, weed
and ant control, and irrigation system and trail maintenance and repair.
The Association shall be solely responsible for such maintenance, repair,
and replacement and the City shall have no obligations for same.
4.2 The Association shall, at its sole cost and expense, perform or cause to be
performed, all maintenance, repair and replacement work related to the
Drainage Easements including, but not limited to, regular mowing,
clearing, and weed control, and keeping the areas free of all trash and
debris.
4.3 If damages to public infrastructure occur as a result of poor or inadequate
maintenance of same, the Association shall pay the City for full
Page 3 of 13
reimbursement of all reasonable costs the City incurs repairing damages to
the public infrastructure.
4.4 Beginning after the Effective Date, between the dates December 1st and
February 28th of the following year, and any time there is a possibility of
freezing temperatures, the Association shall turn off the irrigation systems'
timers and shall only operate the irrigation systems manually in order to
prevent the icing of improved areas and equipment.
5. NO LIENS. The Association shall not cause, suffer or allow any liens to be placed on
the Bluffview Natural Area or any Enhanced Area Easement.
6. ASSOCIATION ASSESSMENTS.
6.1 The Association shall levy Association Assessments in such amounts
necessary to perform its responsibilities under this Agreement.
6.2 The Association shall also levy Association Assessments in amounts, as
reasonably determined by the City, necessary to replace any Authorized
Improvements located within the Private Open Space, Bluffview Natural
Area and Enhanced Area Easements at the end of their useful life.
7. CITY RIGHTS AND RESPONSIBILITIES.
7.1 This Agreement is expressly subject and subordinate to the present and
future right of the City, its successors, assigns, lessees, grantees, and
licensees, to construct, install, establish, maintain, use, operate, and renew
any public utility facilities, or franchised public utilities, on, over, or under the
Bluffview Natural Area and all Enhanced Area Easements.
7.2 The City shall be responsible for maintaining the Parkland Improvements
within the Parkland.
7.3 Nothing in this Agreement shall be construed to limit in any way the power
of the City to alter or improve the Bluffview Natural Area, Enhanced Area
Easements, Parkland, Parkland Improvements, or any public Drainage
Easements pursuant to official action by the City or its successors. The City
shall endeavor to provide the Association with notice of proposed
alternations or improvements, but shall be under no obligation to do so
prior to commencement of work.
8. INSURANCE.
8.1 Prior to the commencement of any work under this Agreement, the
Association shall furnish copies of all required endorsements and an
original completed Certificate(s) of Insurance to the City's City Manager,
Page 4 of 13
which shall be clearly labeled with the legal name of the Association in the
Description of Operations block of the Certificate. The Certificate(s) shall
be completed by an agent and signed by a person authorized by that insurer
to bind coverage on its behalf. The City will not accept Memorandum of
Insurance or Binders as proof of insurance. The Certificate(s) or form must
have the agent's signature, including the signer's company affiliation, title
and phone number, and be mailed, with copies of all applicable
endorsements, directly from the insurer's authorized representative to the
City. Failure to obtain and maintain the required insurance shall constitute
a material default of this Agreement. The City shall have no duty to
perform under this Agreement until such Certificate and endorsements
have been received and approved by the City's City Manager. No officer or
employee, other than the City's City Manager, shall have authority to
waive this requirement.
8.2 Notwithstanding the provisions of Section 8.3 below, the City reserves
the right to review the insurance requirements of this Article during the
effective period of this Agreement and any extension or renewal hereof
and to modify insurance coverages and their limits when deemed
necessary and prudent by the City's City Manager based upon changes
in statutory law, court decisions, or circumstances surrounding this
Agreement. In no instance will the City allow modification at the
request of the Association whereupon the City may incur increased risk.
8.3 The Association's financial integrity is of interest to the City; therefore,
subject to the Association's right to maintain reasonable deductibles in
such amounts as are approved by the City, the Association shall obtain
and maintain in full force and effect for the duration of this Agreement,
and any extension hereof, at the Association's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and
admitted to do business in the State of Texas and with an A.M. Best's
rating of no less than A- (VII), in the following types and for an amount
not less than the amount listed:
Page 5 of 13
orkers' Compensation
ployers' Liability
General Liability Insurance
coverage for the following:
'remises operations
b. Independent Contractors
'roducts/completed operations
'ersonal Injury
contractual Liability
f. Environmental Impairment/Impact
ufficiently broad to cover disposal liability
g. Broad form property damage, to incluc
legal liability
Automobile Liability
wned/leased vehicle
on -owned vehicle
ired Vehicles
J
tcitutory
1,000,000 / $1,000,000 / $1,000,000
or Bodily Injury and Propi
Image of $1,000,000
ccurrence; $2,000,000 Gen
kggregate, or its equivalent
mbrella or Excess Liabili
age
Combined Single Limit for Boi
Injury and Property Damage of
$1,000,000 per occurrence
*May be waived by the City Manager if not applicable to activities performed by
the Association
8.4 The City shall be entitled, upon request and without expense, to receive
copies of the policies, declaration page and all endorsements thereto as
they apply to the limits required by the City, and may require the
deletion, revision, or modification of particular policy terms, conditions,
limitations or exclusions (except where policy provisions are established by
law or regulation binding upon either of the parties hereto or the
underwriter of any such policies) as may be required to comply with the
terms of this Agreement. The Association shall be required to comply with
any such requests and shall submit a copy of the replacement Certificate of
insurance to the City at the address provided below within 30 days of the
Page 6 of 13
requested change. The Association shall pay any costs incurred resulting
from said changes.
City of Georgetown
Attn. City Manager
P.O. Box 409
Georgetown, TX 78627
8.5 The Association agrees that with respect to the above required insurance,
all insurance policies are to contain or be endorsed to contain the following
provisions:
8.5.1 Name the City, its officers, officials, employees, volunteers, and
elected representatives as additional insured's by endorsement,
as respects operations and activities of, or on behalf of, the named
insured performed under contract with the City, with the
exception of the workers' compensation and professional liability
policies; and
8.5.2 Provide for an endorsement that the "other insurance" clause
shall not apply to the City when the City is an additional insured
shown on the policy; and
8.5.3 Workers' compensation and employers' liability policies will
provide a waiver of subrogation in favor of the City.
8.6 The Association agrees to give the City written notice of any suspension,
cancellation, non -renewal or material change in coverage of any of the
insurance policies required to be obtained and maintained by the
Association under the terms of this Agreement. Within five (5) calendar
days of a suspension, cancellation or non -renewal of coverage, the
Association shall provide a replacement Certificate of Insurance and
applicable endorsements to the City. The City shall have the option to
suspend the Association's authorization and liability under this Agreement
should there be a lapse in coverage at any time during this Agreement.
Failure to provide and to maintain the required insurance shall constitute
a material breach of this Agreement.
8.7 Nothing herein contained shall be construed as limiting in any way the
extent to which the Association may be held responsible for payments of
damages to persons or property resulting from the Association's
performance of the work covered under this Agreement.
Page 7 of 13
8.8 It is agreed that the Association's insurance shall be deemed primary and
non- contributory with respect to any insurance or self-insurance carried by
the City for liability arising out of operations under this Agreement.
8.9 It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this Agreement.
9. INDEMNIFICATION. THE ASSOCIATION INDEMNIFIES THE CITY ONLY FOR
CLAIMS ATTRIBUTED TO THE ASSOCIATION AND THE ASSOCIATION
ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIM OR
ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH, TO
PERSONS OR DAMAGES TO OR DESTRUCTION OF PROPERTY, SUSTAINED OR
ALLEGED TO HAVE BEEN SUSTAINED IN CONNECTION WITH OR TO HAVE
ARISEN OUT OF OR INCIDENTAL TO THE PERFORMANCE OF THE
MAINTENANCE SERVICES DESCRIBED IN PARAGRAPH 2.1 BY THE
ASSOCIATION, ITS AGENTS AND EMPLOYEES, AND ITS SUBCONTRACTORS,
THEIR AGENTS AND EMPLOYEES.
10. TERMINATION
10.1 Termination by the Association. This Agreement may not be terminated by the
Association.
10.2 Termination by t�, he Ci ty_- This Agreement may be terminated at any time by the
City, if such termination is reasonably required by the public interest, after
providing at least 30 days written notice to the Association. Circumstances
under which the City may revoke this Agreement, pursuant to this subsection
include, but are not limited to, the following:
10.2.1 Use of [the Bluffview Natural Area or an Enhanced Area Easement]
becomes necessary for a public purpose;
10.2.2 Despite 30 days written notice, the Association fails to maintain or
make necessary alterations to prevent deterioration of the aesthetic
or functional integrity of items it is required to maintain, repair, and
replace; or
10.2.3 The Association fails to comply with the terms and conditions of this
Agreement, including but not limited to, the insurance requirements
specified herein.
Page 8 of 13
10.3 Once this Agreement has been terminated, the City will perform maintenance
only as consistent with the level of maintenance of other such City
improvements, if any.
11. ASSIGNMENT. The Association shall not assign, sublet, or transfer its interest in
this Agreement without prior written consent of the City, which may be withheld for
any reason. If such consent is granted, it shall then be the duty of the Association, its
successors and assigns, to give prompt written notice to the City of any assignment or
transfer of any of the Association's rights in this Agreement.
12. MISCELLANEOUS PROVISIONS.
12.1 Laws Observance. The Association shall not do, nor suffer to be done, anything
on the Parkland during the term of this Agreement in violation of the laws of the
United States, the State of Texas, or any of the ordinances of the City.
12.2 No Waiver. No waiver by the City of any default or breach of any covenant,
condition, or stipulation herein contained shall be treated as a waiver of any
subsequent default or breach of the same or any other covenant, condition, or
stipulation hereof.
12.3 Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision thereof, and this Agreement shall be considered as if such
invalid, illegal, or unenforceable provision had never been contained herein.
12.4 Notice. Any notices required or appropriate under this Agreement shall be
given in writing to the Association at the address shown below, and to the City
at City of Georgetown, Attn. City Manager, P.O. Box 409, Georgetown, TX
78627.
12.5 1 Ic�Ts. The paragraph headings contained herein are for convenience of
reference and are not intended to define, extend, or limit any provisions of this
Agreement.
12.6 Jurisdiction and Venue. This Agreement will be interpreted according to the
Constitution and laws of the State of Texas. Venue of any court action brought
directly or indirectly by reason of this Agreement shall be in Williamson
County, Texas. This Agreement is made and is to be performed in Williamson
County, Texas, and is governed by the laws of the State of Texas.
12.7 Authorization. The signers of this Agreement each hereby represents that he or
she has full authority to execute this Agreement on behalf of the Party for
which he or she is acting.
12.8 Entire Agreement. This Agreement and any attached exhibits contain the final
and entire agreement between the Parties hereto and contain all of the terms
Page 9 of 13
and conditions agreed upon, and supersedes all other agreements, oral or
otherwise, regarding the maintenance of the Parkland, none of which shall
hereafter be deemed to exist or to bind the Parties hereto; it being the intent of
the Parties that neither shall be bound by any term, condition, or representation
not herein written.
Page 10 of 13
EXECUTED to be effective as of the date of final signature below (the "Effective
Date").
THE ASSOCIATION:
Bluffview Master Community, Inc., a Texas
nonprofit corporation
By:
Name:
Title:
Address for Notice:1221 S. Mopac Expressway,
Suite 200, Austin, Texas 78746
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me this day of
2026 by , President of the Bluffview Master
Community, Inc., a Texas non-profit corporation on behalf of said corporation.
NOTARY PUBLIC STATE OF TEXAS
Page 11 of 13
THE CITY:
City of Georgetown, Texas, a home -rule
mur
ATTEST:
By: �
Robyn Wnsmore, City Secretary
APPROVED AS TO FORM:
By:
kAu 't>-
Skye Nqasson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this /Z day of
2026 by Josh Schroeder, Mayor of the City of Georgetown, Texas, 0 home -rule
municipality, on behalf of the City of Georgetown, Texas.
KAREN FROST --
Y' B `o
,�•',,.,,,,e,,
��
Notary Public, State of Texas
05-24-2028
NOTARY PUBLIC, STATE OF TEXAS
Comm. Expires
Notary ID 10536084
PaaP 1? of 1.1
ACKNOWLEDGEMENT OF DEVELOPER
By the signature of its duly authorized representative appearing below, LAMY
2243, Ltd., a Texas limited partnership, acknowledges its obligations under Section 7.07
"Maintenance Agreement, set forth in that certain "Development and Authorized
Improvements Agreement," dated to be effective on May 9, 2023, between A.C. Weir
Properties, Ltd., a Texas limited partnership, LAMY 2243, Ltd. ( as "Developer") and the
City of Georgetown, Texas.
LAMY 2243, LTD.,
a Texas limited partnership
By: Bluffview 2021 GP, LLC,
a Texas limited liability company,
its General Partner
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on this the _ day of
2026, by I of
Bluffview 2021 GP, LLC, a Texas limited liability company, as General Partner of LAMY
2243, LTD., a Texas limited partnership, on behalf of said entities.
(SEAL)
Notary Public, State of Texas
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