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HomeMy WebLinkAbout06-23-08 TC Agenda Packet 2 N 000"SAWff aNk%'tAWU, WESTLAKE TOWN HALL 3 VILLAGE CIRCLE MUNICIPAL COURT ROOM, SUITE 207 2. PRESENTATION AND DISCUSSION OF A PROPOSED PUBLIC ART PLAN BY THE WESTLAKE PUBLIC ART SOCIETY. I I WV.1-01 3 M80 11 11210%X1110 WWR0 MTN 12914 WW19*1209 • 4. PRESENTATION AND DISCUSSION OF WASTE MANAGEMENT SERVICES CONTRACT AND RATES. 5. PRESENTATION .4'N'D DISC4SSION OF THE STATTS OF TBE FM 1938 IMPROVEMENT PROJECT. 6. DISCUSS BOARD, COMMISSION, AND COMMITTEES REAPPOINTMENTS AND APPOINTMENTS. ANY ITEM ON TAIS POSTED AGE11DA C ft i 1 t i .1 LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. CERTIF11CATION I certify that the above notice was posted at the Town Hall of the Town of Westlake,3 Village Circle,Westlake,Texas and the Westlake Civic Campus,2600 J.T.Ottinger Road,Westlake,Texas,by Friday,June 20,2008 by 3:00 p.m.under the Open Meetings Act,Chapter 5551 of the Texas Government Code, Kim Sutter,TRMC,Town Secretary If you plan to attend this public meeting and have a disability that requires special needs,please advise the Town Secretary 48 hours in advance at 817-490-5710 and reasonable accommodations will be made to assist you. r e �UN I � To: Honorable Mayor and Members of the Board of Aldermen From: Tom Brymer, Town Manager Subject: Workshop Meeting of June 23, 2008 Date: June 16,2008 ITEM Presentation, Discussion, and Consideration of a Proposed Public Arts Master Plan BACKGROUND The Westlake Public Arts Society has drafted a proposed Public Arts Master Plan for presentation and consideration by the Board of Alderman. Public Arts Chairman Chairman Michelle Corson will present this proposed plan at this Board workshop for discussion, feedback, and direction from the Board. FUN-DING Not applicable at this time. RECONMENDATION Staff recommends that the Board hear this presentation and: • give feedback and direction to the Public Arts Society concerning this proposed plan, • determine if any revisions to the plan are desired by the Board, and • decide if the Board would like to schedule consideration for approval of this Public Arts Master Plan at a future regular meeting of the Board. ATTACHMENTS: Draft Proposed Westlake Public Arts Master Plan The longhorn didn't take much notice of the dramatic, colorful, geometric design by the esteemed Mexican artist and architect ® Ricardo Legoretta. But the real estate community did. The development of the Solana Office Park, which began in 1988, caused a sensation in the real estate development community as much for its remote location in the Quiet community of Westlake as for its uniQue architecture. The collaborative team of architects, engineers, planners and landscape architects had a common goal to create a design that engaged the natural environment. The project won countless awards for its innovation and it set the stage for what Westlake has come to be known for today. Westlake isn't unknown anymore. There is no mistaking one's arrival in this town. The gateways are dramatic Because of Westlake's bucolic, pastoral nature, it is tempting to think of us as a small, rural town. In many ways we are. It is still a place where everybody knows everybody else. It is still a place where people wave to each other as they drive down our bumpy, two-lane roads. It is still a place where neighbors are just as likely to bring a dinner party gift of a basket of fresh eggs as a good bottle of Bordeaux. Andyet, we are not a small, rural town. Halfway between the economic engine of North Texas, D/FW Airport, and the powerhouse of industry, Alliance Airport, Westlake enjoys a very uniQue location. The 114 corridor has developed national stature for corporate relocation and we possess four miles of frontage. Some of the largest, most prestigious companies in the world call Westlake home. As we consider the vision for public art in Westlake, we look at how we are perceived by those who come here. We are leaders. We are innovators. We stand out. We have the opportunity now to establish Westlake as a community of the arts, not content with plain vanilla architecture, not content with uninspired public spaces, not content to be ordinary in any way. And now, more than 20years after the beauty and drama of Solana first put us on the map, we envision Westlake where public art enhances our community identity. As nurturing our residents, visitors and businesses alike through a pervasive emphasis, both subtle and overt, on the creative spirit. We envision Westlake as a place that connects us with each other, where people want to come and stay. A place that surprises and delights and inspires. We envision Westlake as a place that weaves a tapestry of our breathtaking environment and our developing urban fabric into the soul of our community, both today and beyond. Our residents are eclectic, creative, individualistic. Our art is an expression of ourselves. -I/- Table f Contents Vision Section One., Introduction Executive Summary Goals Locations for Public Art Recommended Policies .Section Two framework Identifying and Prioritizing Projects Criteria for Selection of Artists Community Participation Regional Promotion of the Arts Identifying Funding Approval and implementation Section Three.° Program Administration Responsibilities of Society Annual Project Plan Loans and Gifts Financial and Tax Considerations Conservation and Maintenance of Installations Section Four- Appendices Public Art Program Comparisons Private Development Public Art Policy Consultative Panel Process Participants Our Logo 8 12 16 19 24 28 30 31 32 36 39 41 43 44 45 48 50 52 53 55 G� 7 S VAZAr�l Although many modern concepts of public art exist, art in public places has existed throughout history. In the ancient civilizations of Greece, Rome, and Egypt, even the Mayans, Aztecs, and Incas—art forms and artistic architecture were used to commemorate historical events, honor leaders, create community. In many cases these works were installed purely for the joy of crea- tive expression. This creativity was not limited to visual art, but also included performing art, such as theatre, dance, opera, and musical expression. The Town of Westlake, primarily through good fortune, has established an identity as an artistic community by the example set by Solana. SubseQuent developments, including the corporate campus of Fidelity and Daimler, the town's various neighborhoods, and the construction of the town's school, Westlake Academy, have all set very high standards of architectural and land- scape design. In the fall of 2006 the Town Manager and Board of Aldermen of Westlake began discussing the possible creation of a public art initiative in the Town. The discussions culminated in a resolu- tion adopted in April 2007 installing the Public Art Committee and appointing members to serve. The committee spent the next several months brainstorming about the notion of public art, engaging in spirited philosophical debates about what public art really means. In early 2008, the Public Art Committee board approached the Town and petitioned to change the structure of the Public Art Committee to a membership-based Public Art Society, which was approved. This was done with the intent of engaging the community in the pursuit of public art. At this time the Board of the Public Art Society set an ambitious goal for a community such as ours to write its own master plan without the use of outside consultants, but with tremendous input from experts within the region. And so the board began work on "Creating Culture, Connecting Community: A Master Plan for Public Art in Westlake." The Board spent several months researching public art initiatives in other communities and formulating our own priorities for the Town. Throughout the process, our goals for public art in our community have provided us a roadmap for our recommended policies to the Board of Aldermen and for the creation of a framework for our own decision-making. I- 9 Provide service to the Torun in accornplishin- its -Oal of establishing public art in Westlake Provide an amenity that I enhances the Quality of life ill Westlake Ai ll ----------- Doveh)-per DeMom rovide service ) the ►evelopment ommunity in stablishino art an amenity their projects nd cornplying ith the Town's ol icV. rovide an iienity that Arnulates :Onornic evelopment id ,roi,,!th ws. Nov P Itc /7, �/I ' j I. Use public art as an expression of the vibrant mosaic of people who comprise the com- munity of Westlake. 2. Use public art to provide an amenity to attract residents, corporate relocations, and tourists. 3. Create spaces for the public to "connect" that have an artistic component, either visual or performing (or both). 4. Provide an example to the children of our community that public art is important. S. Engage children and the community in awareness and participation in the public art process and programming. 6. Further enhance Westlake's visual environment through public art, artistically inspired architectural design, and artistically inspired landscape design. 7. Utilize public art to enhance Westlake's reputation as an innovative, progressive, cultural community. 8. Create a pervasive sense of public art in Westlake through small, as well as large gestures. 9. Set Westlake apart as a leader in championing public art in its community. 10. Work in a complementary partnership, through the arts, to engage our neighboring communities in a "regional arts district" that promotes the arts and tourism in all of our cities. 11. Educate our citizens, business community, students, and visitors alike about the arts. 12. Recognize the "international theme" of Westlake and celebrate this diversity in the works selected for public art. 13. Honor Westlake's rich heritage in celebrating our "old West" roots through public art. 42 '14. Recognize the role that public art has as an economic catalyst. x15. Provide opportunities for emerging local artists. =16. Ensure that the artistic experience is available publicly, rather than privately. ?17. Utilize sustainable development practices that provide for public art installations that are sensitive to the environment. d8. Allow public art to lead Westlake in its goal to be a "green community." }19. Provide that public art will be a key component to all public improvements and encourage the participation of the public art society in the planning for all public improvements. 0. Support the private development community in its efforts to comply with the public art initiative and to support them in developing art on their properties. 1. Encourage public art throughout the community by recommending neighborhood identity programs that foster the arts. Define ourselves as a community for the arts at all gateways and entries to our town. Partner with artists, galleries, museums, universities, and other arts organizations to leverage their knowledge and resources, and to promote Westlake's reputation as a supporter of the arts. 4. Create a community of support for the arts by establishing a Public Art Society of Westlake and encouraging participa- tion at arts-based events. Seek the highest level of Quality in all art installations and events, architecture, parks, and public spaces. �_3 26. Work in partnership with the Town, private development community, neighborhoods, businesses, residents, and other groups in the community to prioritize public arts projects and allow for the Public Art Society participation in master planning for the Town. 27. Provide a policy and mechanism for the ongoing maintenance of public art installations. 28. Ensure that the Public Art Society is a partner in any future Chamber of Commerce, Visitors Association, Economic Development Office or any other such endeavor by the Town of Westlake. 29. Adopt, through this Master Plan, a framework for decision-making on public arts projects, criteria for selection of artists, funding mechanisms, and a plan for the administration and management of all public arts works within the community. 30. Foster the arts as a component in all trails, parks, and open spaces. 31. Encourage residential developers to utilize art and creative expression in entry features and signage. 32. Utilize public art as an offset to any visually scarring development which occurs within the Town. 33. Encourage and support performing arts, as well as visual arts. 34. Encourage art that is interactive, durable, weatherproof and "tactile." /V_ (5 (/(C a The Town of Westlake is dominated by Circle T Ranch, which is largely undeveloped at this time. Few publicly owned lands exist, but currently include the park at Glenwyck Farms, the Westlake Cemetery and nearby parcels, the Westlake Academy, and a temporary fire station. The Town Hall is currently located in leased space in the Solana development. As the Town grows and develops municipal uses, there will be opportunities for installation of public art which will include art that is both indoors and out. Additionally, the future Arts &Sciences Center at Westlake Academy will be a place for art installations and performing arts events when this building is completed. Whenever possible, the PAS may also seek out alliances with neighboring arts venues for performing arts events. In the near future, however, it is likely that most public art within the town will be located on privately owned property. Major property owners in Westlake currently include Hillwood Development, the owner and developer of Circle T Ranch, a 1700 acre project; Maguire Partners, owner and developer of the Solana project on 900 acres; and Fidelity Investments, which owns its campus on 330 acres. The most recent zoning map for Westlake is presented on the following page. It is envisioned by this board that major points of entry into the town will be key locations for public art. This might include exits of Highways 114 and 170, future entrances off of Highway 377, and potentially southern entry points off arterial roadways. /�I In addition to Westlake's "gateways," public art installations may also occur within the Westlake Trail System as it develops. The Open Space Plan for Westlake, depicting trails and other open spaces, is presented on the page following the zoning map. Lastly, there may also be public art installations on other city-owned property, such as the cemetery, the school, and future public safety or city hall buildings. Non CRY OF =Kj RO ANO K E ray.AV wlww'-'z M" OF w Vlr4 CRY OF KRUXR TOWN OF J'HUPHY (1-1 WESTLAKE XV w ZONING MAP CRY 011' SUMLAKY 17-71 CiTy OF SOUT HLAKE .M CONCEPTUAL OPENSP47F A C kid IC tamN. f t LAKE:W)Nrl t I fCCkk:i�iKk,"6{,Ai9: ,SS CGNDARY, 1 Tai i Xki Tacb 6iuw •.,, 'MA!U,S KYiC+U x Si"IW,€OCA F3hF...R:GENCY V1 ,.�I, 7'iafi3«1. To 1 CONCEPTUAL OPENSP47F A PI-MA/l/c&Z�w Create and support an independent Public Art Society that will serve the Town of Westlake in its goals to establish a public art program in the community. 2. Target a funding level of 20%-25%of the Public Art Society budget from town-sponsored funds, with the balance raised through private funding (private developers, corporations, grants, and individual contributions/memberships). 3. Dedicate a portion of Visitors Association taxes, or some alternative town-funding source, for the public art program. 4. Implement a Percent for Art program on public development, dedicating 2%of all Town of Westlake capital improvements projects. S. Implement a Percent for Art program on private development, as outlined in the attached "Public Art and Private Development Policy." 6. Establish the Public Art Society as a 501(c)3, tax exempt entity, vested with decision-making au- thority on public arts projects. 7. Provide for artistic enhancement in all city improvements, including signage, landscaping, buildings, etc.). 8. Allow for input from the Public Art Society in the Town's master planning process to include a provision for public art in the parks and trails system and the master thoroughfare plan. 9. Involve the Public Art Society in any future Town-created Chamber of Commerce, Visitors Asso- ciation, or Economic Development Office. 10. Allow for the Public Art Society to be a link on the Town's website and vice versa. IL Develop annually a"public art work plan" that the Public Art Society will present to the Board of Aldermen prior to the budget session eachyear. 11 Foster local, regional, and national arts partnerships. L9 13. Seek a balance over time of visual arts, performing arts, and arts educational programs with a goal of providing at least two arts projects annually. 14. Establish high Quality standards of artistic expression, consistent with the high Quality standards of development established within the community. 15. Incorporate by direct reference this Plan for Public Art within the Town's other plans: Thoroughfare Plan, Open Space Plan, Commercial and Residential Master Plans, and any other master-planning tools. _Z() ?1 s. =F Z ? IDENTIFICATION The Public Art Society does not want to limit the opportunities that may present themselves at any given time. While it is the desire of the Board to pursue at least two public art opportunities during each fiscalyear, they have not established a firm reQuirement. Someyears may identify a long term project that will reQuire severalyears to implement. Others may find opportunities to pursue multiple projects. The Board intends to cultivate opportunities and ideas for projects through the establishment of an Artists' Registry, which will be maintained on the PAS website. It is anticipated that this Registry will include several categories of artists: Local/Regional Professional Artists Young/Emerging Artists National/international Artists The Registry will be a mechanism for gaining exposure for these artists with links to their websites, biographies, or examples of their work. Through the creation of this registry, we hope to be able to build relationships with many different types of artists who can stimulate the board's thinking and provide creative suggestions for future arts' projects. When specific projects are desired, it is the intent of the board to issue an RFP or"Call to Artists" to solicit proposals. The Board intends to communicate these solicitations through various arts agencies, such as ArtsNET, other area art societies, our Artist Registry, and through placement in areas with broad exposure such as the Arts USA ListSERV. PRIORITIZATION As these proposals arrive, they will be evaluated against one another through a "Prioritization Matrix." This matrix will rank and weight each proposal with the goal of achieving balance from year-to-year and flexibility. The first three criteria, "Goals," "Target Audience," and "Project Types" will receive a numerical rank and weight as a measurement. The projects which receive the highest score will be given greatest consideration. The second three criteria, "Location," "Timing," and "Financial"will be analyzed for how the project fits into the goals of the Public Art Society for thatyear, but not necessarily ranked and weighted. The line items under each heading are important goals of the Board. Each project may not need to serve all of the goals, but over time, the Board intends that projects will have balance among these priorities. No single goal is more important than any other. This matrix will be used as a means of evaluating proposals for each project. it is intended that these matrices will be maintained by the Board so that decisions can be made eachyear in a manner that it is not overly weighted in one area or another. The Board may ultimately select projects which do not have the highest rank, but this tool will be useful for comparison purposes. Prioritizatim- Matrix Ranhlto5 (5 being best ali i nent Project 1 Project 2 Project 3 Project 4 Project 5 Project 6 I Goals: The "Why" Connects/engages people Creates a pervasive sense of art Educates people about art Celebrates themes: diversity/international/historic Nurtures: Provides opportunities for emerging local artists Green Initiative: Sustainable/environmentally friendly Visibility: Public access Target Audience: The "Who" Residents Employees Visitors/Tourists Students Demographic Project Types: The 'What" Visual Performing Educational Interactive Inspring/Thought-provoking Z The following criteria will not be ranked and weighted, but will be analyzed and considered in allocating resources for specific projects. All of these criteria are important in the decision-making process. Location: The "Where" Visibility Priority locations Gateways/portals Parks/Trails Public Locations(Cemetery,School,Fire Station) Roadways/Right-of-Way/Intersections Highways Developments(Solana,Circle T) Existing Neighborhoods Timing: The "When" Short Term Project Long Term Project How long to complete? How many projects can we do each year? Financial: The "How Much" Cost of Project? Sponsored? Grants? Funds used(what type of funds)? Maintenance considerations? ?G Project 1 Project 2 Project 3 Project 4 Project 5 Project 6 The Public Art Society wishes to allow for diversity in the public art projects it pursues. Accordingly, there will be no specific criteria for selection of artists unless a project is tied to a specific grant which dictates that artists have some specific characteristics (such as an ethnic classification, a geographic representation, or a specific specialty). Additionally, public art on private property may also be tied to a specific theme, based on the wishes of the developer. It is the intent of the Board that arts projects in Westlake, whether visual, performing, or educational, represent a broad spectrum of participation. Initially it is likely that artists will be selected from the region in which we are located. It is further a goal of this Board to inspire creative expression amongyoung people and demonstrate to the children of our community the importance of the arts. Thus, it is likely that some artists or projects will be focused on youth. In soliciting proposals from artists for specific projects, the Board intends to utilize the Artists Registry, the Public Art Network ListSERV, and area arts agencies in order to maximize exposure for artists and to seek out the greatest diversity possible. If specific projects being considered by the Board reQuire an artist with a particular specialization or area of expertise, efforts will be made by the Board to seek out artists who meet those specific criteria. _2�� As with other goals of the Board, it is our intent that public art projects be balanced over time with a mix of visual arts installations, performing arts events, and arts' educa- tional activities. n9 An important goal of the Public Art Society is to engage the community, not only in the enjoyment of the arts projects pursued, but in the public art process. The means by which we intend to allow for this participation include: Posting of meeting dates and agendas at City Hall, enabling the public to attend Posting of all Calls to Artists and RFPs on the Public Art Society Website Annual membership drives, inviting the community to join the Society Promotion of Regional Arts Events Mailings, e-mail communications, and notices of Society events Annual Meeting on National Arts Advocacy Day to which the community is invited Periodic presentations at City Hall on the initiatives and activities of the Society The Public Art Society fully intends to be stewards of the arts and has made a firm commitment to informing, educating, entertaining and connecting with the community we serve. Many arts initiatives and projects contemplated by the Board are interactive and participatory in nature. In addition, the Public Art Society will be involved in and will support an effort to have art be involved in the functions of other Town of Westlake groups, such as the annual Decoration Day event by the Historical Preservation Society, and arts activities at the Town's charter school, Westlake Academy, including Gallery Day (a fundraiser focused on the arts). 30 31 The public art initiative was formalized through an ordinance established by the Town of Westlake which defined the mission and created the body to carry this mission forward. As a part of this process, the Town asked the Public Art Society to propose a method for funding the public art initiative. Although the society will be established as a separate entity, it is a Town- sponsored initiative and the Town intends to participate in funding this program. The Public Art Society suggests that the Town participate in this funding in several ways: I. Through an allocation of Town resources, such as the Hotel Occupancy Tax, the General Fund, or other Town funds, reQuested annually, with a target to comprise 20% to 25% of the total Public Art Society budget. 2. Through a Percent for Art policy tied to public Capital Improvement Program Expenditures at 2% of the cost of the project. 3. Through funds allocated by any public means for specific projects which the Town wishes to solely sponsor that do not utilize funds from other sources. As outlined in the Sources and Uses Chart which follows, the Board of the Public Art Society anticipates that Town-sponsored funding will be approximately 25% of its total funding sources. In addition to direct funds provided by the Town, the Board of the Public Art Society has also proposed that the Town ordain a "Public Art & Private Development Policy" as outlined in the Addenda of this report. Already private developers in our community make art a priority in many of their developments, either in the choice of basic design elements or in the placement of significant artwork within their development. This Policy will make our interest in this common practice an official town policy. Funding will also occur through: 1. Grants from arts organizations 2. Membership sales 3. Donations and gifts from individuals, families, businesses, and artists Specific arts projects may be funded from specific sources of funds. Eachyear a budget will be developed by the Public Art Society with "sources and uses" of funds identified, along with spe- cific projects the Board wishes to pursue eachyear. It is the intent of the Board to have grants and contributions from corporations or individuals flow as closely as possible to 100%toward arts projects, rather than overhead for the organization. Town-provided funding should be 3 sufficient to cover any administrative costs of the Society. Some funds eachyear will be set aside for ongoing maintenance of art installations and to build an endowment for future large projects that may reQuire funding greater than could be achieved in a singleyear. The Society intends to become a S01(c)3 for tax purposes so that donations, contributions, and grants can be treated as charitable contributions to the extent allowed by federal income tax law. 3-11- 35 77 The Public Art Society of Westlake is a Town-sponsored initiative, originally established as a committee of the Town. In 2008 the entity was reformatted as a membership-based Society organization and the process was begun to create a 501(c)3 so that the Society could function as a legally separate entity for tax purposes, while still retaining a connection to the Town of Westlake. This was done to enable the Society to be able to accept grants and donations, to be able to provide for a tax benefit to donors, and to be able to accept memberships. The creation of the Master Plan for Public Art was intended to provide a framework for decision- making by future Society board members, Boards of Aldermen, and Town officials in identifying, prioritizing, funding, implementing, and maintaining arts projects within some broad goals. Throughout the process of writing the master plan, input was sought from the Board of Aldermen, Mayor, and Town Manager to ensure that the document complied with the intent of the Town in creating the arts initiative. The plan includes specific policy recommendations for the Board of Aldermen and it is the intent of the Public Art Society Board that the plan will be adopted by Town in its entirety. The Board also received valuable input from leaders in the arts in various capacities in the region. As specific arts projects are conceived, a concept plan and draft RFP (or Call to Artists) will be presented to the Board of Aldermen for their approval so that the Town is in agreement with the Society's plans. It is the intent, however, of both the Board of Aldermen and the Board of the Public Art Society that the Society be responsible for the selection of all artists and projects to be installed within the community. Town staff will be included in the process for any specific project to ensure that they are aware of any involvement that may be needed from them with respect to the implementation, installation, and maintenance of any arts projects. At the beginning of each fiscal year, the Public Art Society Board intends to develop an annual art plan, identifying specific goals for thatyear and seeking projects that meet those goals. it is the hope of the Board that the Society will pursue at least two projects eachyear from the fol- lowing categories: Visual Arts Installations Performing Arts Events Arts Education The goal of the Board is that balance will be sought over time, so that there is no greater emphasis placed on one type of project over another. 6 `Si 38 3 ("L&R, /W CJ 6ul/ 1)6kac6l The Public Art Society has been created by the Town of the Westlake to be a body which pro- motes the arts within the community and serves various groups in carrying forth the mission to implement public art within the community. The society serves: 1. The Town of Westlake in its mission to implement a public art program. 2. The Private Development Community in its goals to comply with the Town's policies on public art that also provides an amenity to their developments, enabling them to attract tenants and users to their sites. 3. The residents of Westlake and the Art Society Members by providing an amenity that enhances their Quality of life. 4. Area employees by providing an amenity in their work environment. 5. Students in Westlake by fostering an awareness of the arts. 6. Visitors to Westlake by providing an amenity that encourages them to return. 7. Prospective corporations considering locating their campuses in Westlake. The responsibilities of the Public Art Society are to: I. Develop an annual Public Art Work Plan to the Board of Aldermen, including location of public art projects, project goals, and artist selection methods, as well as related public art programming. 2. Participate in the Capital Improvement Program Planning Process. 3. Make an annual report to its members and the Board of Aldermen regarding public art program accomplishments. 4. Make recommendations to the Board of Aldermen regarding the placement or removal of artwork on public property, including the selection of artists for public art projects, the acQuisition of artwork, the acceptance of works of art as gifts or loans, the de-accession of artwork, performing arts projects or arts education. 6. Provide guidance to private developers in commissioning public art as part of development projects and to help them comply with the public art policy. .3.9 7. ldentify collaborations and sources of funds for performing arts, arts education projects, or visual arts installations. 8. Develop programs designed to inform and engage the citizens of Westlake in the Public Art Program. 9. Provide guidance to the Town on the integration of public art into other Westlake endeavors and improvements. 10. Other responsibilities as reQuested by the Town of Westlake, the development community, or other groups served by the Public Art Society. �U Prior to the budget season, the board of the Public Art Society will meet to plan the intended arts projects for the comingyear. This may include the evaluation of projects which have been presented at an earlier time or it may include projects the board would like to see completed to balance their goals. It is desired that at least two projects be implemented eachyear from the categories of visual art, performing art, and arts education. The board will develop an arts plan for theyear that will include specific locations, desired themes, and types of projects (out of the broad categories of visual, performing, or educational arts projects). Once the board has made this determination, it will present this plan to the Board of Aldermen and will post the plan on its website to make the public aware of the intended projects for thatyear. A fund- ing plan will be included that will identify the sources and uses of funds for each project. Unless the project is a pre-determined opportunity, the plan will likely call for the issuance of an RFP and Call to Artists. This will be accomplished by posting the RFP in sources such as the Public Art Network ListSERV and through area arts organizations. The Board of the Public Art Society shall determine which artists and proposals to accept and will be responsible for the implementation of the plans for each fiscalyear. The community, the members of the Public Art Society, and the Board of Aldermen will be kept up-to-date on the progress of each project annually through periodic presentations at Town meetings, postings on the website, and through mail/e-mail correspondence. I A-Z fw yy /gpq fp9 % Private sponsors who wish to support the Town of Westlake's public art initiative may choose to give a gift of a piece of art, make a loan of a piece of art for temporary or permanent display, or may choose to sponsor a performing art or arts education event. In many communities the core of works within their collections have come from such private beouests and sponsorships. The Public Art Society wishes to encourage this kind of civic celebration and partnership while stating its conditions for the acceptance of permanent or temporary works or sponsorships. In response to an offer of a gift or loan, the Public Art Society will consider how the offer fits within the overall goals of the program, as well as the cost to insure and maintain such a gift. The Town may not be able to accept gifts or loans if the project is outside of the goals for installations in public sites, if the subject matter or composition is viewed by the Public Art Society as inconsistent with the objectives of the public art initiative or offensive to the public, or if the cost to transport, install and maintain the work is beyond the ability of the Society to manage. The Board of the Society is grateful for the generosity of the community we serve and we look forward to the possibility of receiving these gifts or loans if we are able to do so. �43 The Public Art Society is being established as a 501(c)3 entity that is semi-independent from the Town of Westlake in order to provide the maximum financial and tax benefit to donors who wish to contribute within the limits of US tax laws. To the extent possible, gifts from corporations and private individuals, families, and trusts will be used for arts installations and programming, with funds received from the town and other sources used for administrative costs. Letters will be mailed to donors annually for tax reporting purposes. It is the intent of the Board to provide transparent reporting to donors so that they will be assured that their gifts and pledges are being utilized for the purpose of providing art within the town. Similarly, the PAS will also give such assurance to the Town of Westlake that monies provided by the municipality go for the stated purpose of achieving the Town's vision for public art within the community. Pledges and donations of non-cash vehicles, such as stocks, insurance policies, real estate, or other instruments will be addressed with donors and the Society to achieve the goals of both the giver and the recipient. All gifts, cash and non-cash, are gratefully appreciated and will be fully acknowledged through our website, in printed materials and at events, as appropriate. aw 1 di,/l C l vl C c 11Y(i t -&{ =undamental to the ongoing integration of public art into the community is a provision for long- erm stewardship. The establishment of a long-term comprehensive stewardship plan for the :onservation and maintenance of arts installations is critical to the viability of the program in the Permanent art installations will reQuire a "Conservation and Maintenance Plan" to be submitted to the Public Art Society by the artist which provides guidelines for the maintenance of the art. This plan will be a reQuirement for each project. The Board of the Public Art Society has conducted a significant amount of research in preparing this master plan. Among the topics of importance to us has been how public arts groups deal with conserving and maintaining permanent arts installations. Many cities have found that they needed to modify their budgets or increase their arts funding because they failed to consider the cost of maintaining art installations within their city. This will be of particular importance in Westlake as we imagine many arts projects which are interactive and may experience physical contact by ,residents, visitors, or children. The Public Art Society of Westlake will maintain an updated inventory of the Town's public art, regularly assess its condition, and promote ongoing stewardship through a conservation and maintenance budget. A common practice is to set aside a fund eQuivalent to S% of the annual budget of the organization to be dedicated to conservation and maintenance. This board has adopted a S%set aside and intends that these funds be invested in an interest-bearing account and drawn upon over time as needed for the maintenance of art. This maintenance may include repairs of any damage which is caused to a work, a restoration as a piece of work ages, or routine mainte- nance such as mowing in landscaped areas. This percent- age may change at the discretion of the Board of the Public Art Society in its annual budget planning based on experience from year-to-year. It is further the intent of this Board that the Public Art Society maintains adeQuate insurance coverage, under the policies of the Town of Westlake and possibly under its own policy if reouired. This insurance is intended to cover damage to works of art, theft of works of art, or the injury of anyone involving a piece of art. Insurance may also be needed for performing arts projects. �S �-G l �7-� T), y{ppfJ i Public Art Program Comparisons I i I Allen..TX 431554 2405 2%of CIP 3 A,ii,ngtcn;Vk 189,453 2004 1,5%of CIP Deeveopers encouraged Athe!`on CA 7,104- 1996 PriGutely fi ndcd 'i Manta,GA 41166,474 19'4 1.5%Of CIP Austin;.X 656,562 1985 2°i of CIP Befse.lD 208,000 2001 1.4'%of CIP 1°i Voluntary on private de'�eIcpment Brea,CA 36,000 1984 1%of CIP 1%over$1.5 m Mandated Burbank.CA 100.000 1992 1%of CIP 1%over$5010, i Ca^,l;INC 91,586 2000 '%of CIP Chapel Hill,NC 48,11 20 tin :CIP 2°! Voiuntay on.p,sate de',eicpr:ert'arth induCerrents Charlotte,NC 540,828 1981 1 la�C P 1% Voluntary on private development Chia:CA 71;?3B 1985 1% 1% Voluntary on private de�eionrnent Cleanvater.FL 108,000 2,300 t5%of CIP EncouragedTUoluntary on private de elopmenr Corpus Christi,TX 277.4,64.1 1987 .25% CIP n euntay on private development Dallas.TX 1,2007 0000 1988 0.75-1.5°l c. CIP E ncouragedrVoiu!ntaay on private development Des(Moines,IA 481,394 2DD1 1.5.0% Emevyvllle,CA ',0301 199t? i.,,%of CIP 1°i over VoDk Mandated Escondido,CA 130i00D 1989 wJ.1I5/SFne',,vdev Mandated Fe~Lauderdale,FL 152397 1976 2°10 cf CIP VOID^tart'on pripate dEVeiop!rert Fm V p!h,1 653,320 2u^01 2%of CIP Fremont,CA 203,413 1987 1'C%of CIP Voluntar;on private development Frisco,TX 33,714 2002 2.'lo cf CIP Grape<ine,TX 42,059 Sale of reproductions of Public a Long Beach:,CA 450,000 1998 II%of Redev projects 1%of publicgn vate projects Los Angeles;CA 3,5,00,000 1989 1%of CIP 1%non-res over$500k Mandated Lo.eiand,CO 59,563 1985 1°%of CIP Voluntary on private development I,linneapolis,My 2,968,806 1984 I%of CIP over $5011K VelugW.-y:but encouraged on prate development Nash.tlle.TN 1,200,000 2000 1%_of CIP Oakland,CA 4001000 "989 1,5%of CIP Palm Desert,CA 340000 198_ 1%Of,Up Up to,5% Mandated Palm Springs,CA 13.890 1988 0.5%of cor,nrnerclal construction Mandated Pasadena,CA 150000 1988 1%Mess admin. Costs 1 1%less land"O$9ites Mandated.multiple options for p,,efe ccrnpliance Philadelphia,PA 1,3100,030 19919 1%o CIP pf publicipriiate projects Mandated Phoenix AZ 13CO3coo 1986 1`'o Cf CIP Portland,OR 1500,000 1980 33%of CIP os�r$100k Mandated;density bonuses on prvate development Richmond,CA 100,000 1997 '.5%of CIP over MC< Mandated;private deelopment encouraged Sacramento.CA 400 000 1977 2%of CIP 2%of Redevel. Agency private projects San Diego:CA 1,2,00:0`00 1991 2%of Ups >$250k I%nor:-res me $5 million Mandated with optional payments San Francisco.CA 1 700,000 1967 2'%of CIPs -J V9 Increasingly cities across the US have begun to implement a policy for public art and private development. This is done for many reasons, but in Westlake it is largely a necessity given how little public infrastructure there is at present and how long it will likely be before any meaningful public development occurs. Already private developers in our community make art a priority in many of their developments, either in the choice of basic design elements or in the placement of significant artwork within their development. The Solana development is an excellent example. This Policy will make our interest in this common practice an official town policy. In Westlake we envision that residential property will be exempted from any policy regarding public art, although this Board envisions the encouragement of artistic signage, landscape, architectural design, and entry features in all residential subdivisions. As the public art pro- gram takes root, we expect that residential developers will desire to implement public art within their community to reflect the values of the town of Westlake overall. Commercial, of- fice, and retail developments will be included in the policy. It is the intent of this Board to not make the public art program be too onerous to developers. We sought their input as we developed this policy so that we could establish a truly collabora- tive public/private partnership. We believe that the most effective plan for public art in private development allows the developer to reap an economic impact from its investment by provid- ing an amenity that helps them to secure tenants, buyers, and end-users. The proposed policy for Public Art and Private Development allows flexibility for the developer in compliance by offering options. Commercial developments below$500,000 are not reQuired to comply. For those developments exceeding $500,000 in proposed cost, the developer has two options for compliance: 1) 1.5% for On-Site Public Artwork: With this option the developer can implement his own artwork plan on-site for permanent installation of art which is available to the public with a maximum annual expenditure of$1 million. A rollover option is available to spread the funding out over a period of time. The Public Art Society will administer the program, but will work with the developer to ensure that art selected for the project is consistent with the theme of development, as well as the goals of the Society. 2) Annual Funding Program in Lieu of Percent for Art: With this option the developer can contribute to the Public Art Society's fund with an annual contribution of$50,000 for a guaranteed funding period of 20years. The Public Art Society agrees to utilize up to 60%of the fees contributed by the developer on their property, with the balance going to fund other arts initiatives within the community. SO Benefits of Option is • Maximized investment in property, increased property identity recognition with signature artwork, and enhanced public image. • The ability to leverage the impact of artwork to supplement and enhance the project by commissioning an artist to design previously budgeted items such as an entranceway or water feature. The developer's choice of selecting artists and artwork that best fist within their overall scope and design of the project. Benefits of Option 2: ® Bypass the commissioning of an artist and subseQuent installation of site-specific public art on the property. A chance to contribute to the enhancement of Westlake's public spaces. ® Recognition as a civic benefactor. ® Not responsible for future maintenance of artwork within the city. More information about this policy can be found in the Public Art & Private Development Policy document on our website. _5 l Numerous individuals have provided support and guidance through the process of writing this master plan by reviewing the document and offering their input. The board of the Public Art Society gratefully acknowledges the following for their assistance: Ms. Terri Messing, Director, Southlake Public Arts Society Ms. Lisa Wax, resident of Westlake and board member, Fort Worth Public Art Council Mr. Paul Mejia, Co-artistic Director, Metropolitan Classical Ballet Ms. Karin Newell, President, ARTSNET Mr. Lumberto Alvarez, Professional Artist, Southlake Ms. Margaret Chalfant, Executive Director, Greater Denton Arts Council Dr. Robert Milnes, Dean, Visual Arts, University of North Texas Ms. Anne Allen, Public Art Project Manager, Fort Worth Public Arts Council Mr. Tom Allen, Maguire Partners Mr. Mike Berry, Hillwood Development Westlake Academy w a n ba?'`-vs ``'rk« � =,.� v? :rr+ �antsx �.,�a «Yrfis•<*i4,;� �,. j3 and Funding U June 23 , 2008 ��suaiq ade one en Buildftj ` ^ ~ / OFF E IDOR COMPLETE BUILDING PLAN Westlake AceAde my Funding Sou as of " 8 ,v/" Future Pledges 2008-2012 GRANDTOTAL $4J689606 Construction P Choices, Phase Funding.c, Cost to Funding p Unfunded Portion of Phase I & Phase, II/Building Shell Future Pledges Total Funds Needed to Complete option C - R O' •' _ � : , ecision T and : t 2\4\d Key Decision Points A. Only Phase 1 ? M. B. Phase I Complete & 11 Foundation C . Phase I Complete &II Shell only? xzm D. Phase I & 11 Completed ? 9 1 ) 1 _ ,_ To: Honorable Mayor and Members of the Board of Aldermen From: Jarrod Greenwood, Public Works Superintendent Subject: Regular Workshop Meeting of June 23, 2008 Date: June 18, 2008 INVU4%i1 Presentation and discussion of waste management collection automation and rates. I.TOI"t"EZ/l 'N ) Allied Waste presented information regarding the Town's acquisition of residential billing, collection automation, and a proposed rate increase in the Westlake Board of Aldermen workshop on April 14, 2008. Mr. Tim Powell, General Manager and Ms. Jeri Harwell, Business Development Manager for Allied Waste Services addressed the Board regarding the waste management services in Westlake. Ms. Harwell addressed the Board regarding proposed changes to the waste management services provided to Westlake and the possibility of increasing service levels and aesthetics with an automation process involving 95 gallon trash carts and 65 gallon recycle carts. Ms. Harwell advised the Board that collection rates to Westlake residents have not increased since 2001. Allied would propose to increase the rates from $8.75 to $10.75 per month as provided for within the contract. Currently,Allied Waste Services conducts the billing for waste management services to Westlake residents and has retained 6% of the 12%franchise fees. This arrangement occurred prior to the Town having capability bill residents. The Town's acquisition of the residential billing is a necessary progression as it provides better management of solid waste accounting, generates additional revenue, and that the contract stipulates that the Town is to provide billing. Allied would like the Town to take over residential billing in July. This request is consistent with other surrounding municipalities. Staff will be working with Allied over the next couple of months to transition all residential solid waste customers to the Town's billing software. It was the consensus of the Board to direct the Town Manager to evaluate the possibility of converting to the automated service. The increase of rates and implementation of an automated system will not have any appreciable impact to the budget. No recommendation at this time PowerPoint Presentation A--V'r MM777�> T" 'dents and streets sa I Y,eep your resi f I "AVr "AY "Al� ® End going with - p,. ® AV Less litter blowing • •° routes,Fewer Residents Fewer trucks mean less air pollution , program is offered, due to limited space in trash cart Recyclables don't get contaminated by rain, and therefore can truly be recycled at facility a cleaner, healthier place to live & do business A7A , �"AF r Year MSw Recycling Total Proposed $10.43 $2.60 $13.03 W/O Automation Proposed $8.00 $2.75 $10.75 With Automation "AFF ,Avr (costs as a percent Component —7 C Cost 7 7% of Revenue R Refuse Rate] Increase Machinery & Equipment 2 3 30.6 % % 3 3.83% Disposal ® ® / / 2 2.49% CPl - Urban Wage Earners 3 3 33.59 % % i! 1 1 . Dept. Labor t P I I Dept. b• 0 '; I. Ar Total Cost Impact (From 3101 - 2108) 22.9% "v A $ Rate Comparisons March 2008 Other Haulers City Solid Waste Recycle Total Cafts* Colleyville $10.05 Included $10-05 N North Richland Hills $7.68 $2.13 $9.81 N Saginaw .... .... $10.99 N Southlake $7.81 $2.44 $10.25 N Watauga .... .... $8.77 Y Haltom it .... .... $9.63 N 'Wr What we are asking for 'I's less than . m 0 a 9 a m a a The price of a cup of coffee. A A YKI , And we s, mmfmmm;l AA JW1 , June 9, 2008 WEST LAKE CIVIC CAMPUS 2600 J. T. OTTINGER ROAD 7,00 p.m. [�NFR nMILI 1381301 3. CONSENT AGENDA: All items listed below are considered routine by the Board of Aldermen and will be enacted with one motion. There will be no separate discussion of items unless a Board member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. 'z' A. Consider a Resolution authorizing the Town Manager to enter into an Interlocal Cooperation agreement with the Northeast Fire Department Association. B. Consider a Resolution approving the opening of two new TexPool depository accounts to accommodate the Arts and Sciences Center project. C. Review and approve minutes of the Board of Aldermen and regular meeting held on May 19, 2008. :d D. Consider a Resolution approving the addition of a 457 deferred compensation plan to the employee benefit package. E. Review and approve any outstanding bills. Board of Aldermen Agenda June 9,2008 Page 2 of 3 4. CITIZENS' PRESENTATIONS: This is an opportunity for citizens to address the Board on any matter whether or not it is posted on the agenda. The Board cannot by law take action nor have any discussion or deliberations on any presentation made to the Board at this time concerning an item not listed on the agenda. Any item presented may be noticed on a future agenda for deliberation or action. 7. CONDUCT A PUBLIC HEARING AND TAKE APPROPRIATE ACTION REGARDING i !, A) SITE PLAN; CASE NO. SP-08-01 - B)PRELIMINARY PLAT; CASE NO.PP-08-01; Lots 1-6 ' C) FINAL PLAT; CASE NO. FP-08-01; Lots 1-2 only ALL THREE APPLICATIONS LISTER ABOVE PERTAIN TO THE FOLLOWING TRACTS OF LAND: approximately 10.22 acres of land in the Planned Development 3- Planning Area 10 (PD 3-10) zoning district, being a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land conveyed to AIL Investment, L.P., by deed recorded in Volume 13588, Page 189 and all of that tract of land conveyed to Hillwood Development Co. LLC (Tract 1) by deed recorded in County Clerk's Filing No. D205179108, both of Deed Records, Tarrant County, Texas; and, generally located at the Southwest corner of SH 377 and SH 170. 8. CONSIDER RESOLUTION APPOINTING TO THE WESTLAKE , ACADEMY FOUNDATION BOARD OF DIRECTORS. ' : l . . 1 LWA WO 10 1t - School Board Training 6/10—6/11, 6 p.m. - Westlake Academy Foundation meeting—6/12/08, 8:30 a.m. - Texas Student Housing Authority meeting- 6/17/08, 5:30 p.m. - Celebrate Scott Bradley- 6/21/08, 3 p.m. Marriott Solana - Board of Aldermen Regular meeting—6/23/08, 7 p.m. - Board of Trustee Special Workshop—6/23/08, time tbd - Strategic Planning Retreat—6/27 and 6/28, Embassy Suites, Grapevine Board of Aldermen Agenda Page 3 of 3 June 9,2008 - Planning and Zoning Commission—7/24/08, 6 p.m. - Texas Municipal League Newly Elected Officials training ® 7/25 —7/26/08, Austin, 7:30 a.m. ® 8/8 - 8/9/08, Austin, 7:30 a.m. 111"17 WIN Bugg • 1, •, 1 •. . , • :� I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village Circle, by Friday, June 6, 2008, by 5 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. Kim Sutter, TRMC, Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary 48 hours in advance at 817-490-5710 and reasonable accommodations will be made to assist you. Town of Westlakm Pledge I Allegince a Back up material has not been provided for this item. i Town of Westlake ' To: Honorable Mayor and Members of the Board of Aldermen From: Don Wilson, Director of Public Safety Subject: Regular Meeting of June 9, 2008 Date: May 28, 2008 Consider a Resolution authorizing the Town Manager to enter into an interlocal cooperation agreement establishing a Mutual Aid Fire Protection and Emergency Medical Services Agreement with the Cities of Bedford, Colleyville, Euless, Grapevine, Haltom City, Hurst, Keller, North Richland Hills, Richland Hills, Roanoke, Southlake, Trophy Club, Watauga, and Westlake. These cities and towns are collectively known as the Northeast Fire Department Association (NEFDA). C . ' 1. The occurrence of any natural or manmade disaster can very quickly overwhelm any agency and community's resources. Without the assistance of neighboring communities, these events can hamper mitigation and recovery efforts, prolonging the damage and potential harm to the community and its citizens. This mutual aid agreement will allow each participating community to assist in these events as well as in those "routine" Fire, EMS incidents, etc. that potentially involve community services daily. This agreement is not limited to emergencies, but includes requests to non-emergency calls for assistance as well. Today's events and the environment in which the Town may be forced to react, dictates a broad approach to disaster response, thus this expanded agreement. As a member to the NEFDA organization, the Town has at its disposal a Hazardous Materials Response Team, a Technical Rescue Team, a Heavy Rescue Team, a Mass Casualty Team, an Explosives Response Team, an Air and Light Unit, and a Mobile Command Unit. The Town provides team members, as a participating member, to the Hazardous Materials Response Team. There is no direct finding impact by this agreement on the adopted FY 2007-08 NEFDA dues and membership cost are a routine budget item. Staff recommends approval. ATTACHMENTS Resolution Mutual Aid Fire Protection and Emergency Medical Services Agreement WHEREAS,the Board of Aldermen of the Town of Westlake does hereby recognize and agree that assistance and cooperation is amongst all signature parties of this mutual aid agreement is beneficial, and; BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE,TEXAS: SECTION 1: That the Board of Aldermen of the Town of Westlake does hereby authorize the Town Manager of Westlake to enter into an agreement for mutual aid for fire protection and emergency medical services wherein the equipment, facilities and trained personnel of each Parties city are available to the Parties in this mutual aid agreement on a requested basis. SECTION 2: That this Resolution shall become effective upon the date of its passage. PASSED AND APPROVED ON THE 91H DAY OF JUNE 2008. Laura Wheat, Mayor ATTEST: Kim Sutter, TRMC,Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Attachment: Mutual Aid Fire Protection and Emergency Medical Services Agreement Mutual Aid Fire Protection and EmergencyN-Tedical Services Agreement The State of 'e as Tarrant Countv This kareerrient is made and entered into by and between the cities of Bedford. t:calle:I,ville. Euless, Grapevine- flaltorn City, Hurst, Keller, North Richland 1-3al_ls, Richland Ifills, Roanoke. SOUthlake. "l-rophy Club. Wantugaa, and Westlake. her=ein referred to as •xl:>anies", This uo-).p of pities is also knoNvii as the ortheast Fire Department artment Association, It is mutually agreed that the Parties desire ti) crater into a mutual aid agreement for fire protection and emeryency medical serc•ices wherein the. equipment, tiacilitie;s ataal trained personnel of each Parties city are available to the parties in this mutual aid agreement on a requested basis. Now therefore, that it is agreed that in consideration of the mutual, covenants. agreements and benefits to all Parties it is hereby a ,reed as tt?llca��s; Scope of Services As used herein, the term " eslJ)Oftding City" shall mean the. City receiving as request for assistance outside of its boundaries pursuant to this Agreement. "Requesting City shall mean as c,itv see .im, assistance outside of its fas:un ark-,�s pursuant to this Aor°c enient. Durins-, the terra ut`this agreement, the Parties agree to provide, r~pon, request, such Fire protection and suppression personnel and equipment and eFniergr nc-, r-reFdic:aal assistance and personnel and equipment that may,be needed to assist in an enter.(., ev aas lonle aas that request does not affect the ability of the Responding City to provide emergency services Within its ow,-n boundaries as determined by the Responding City's Dire Curet or :leis designee. It is expressly understood that such mutual aid requests shall be made to the Responding fixity s Fire e C hief or his designee. '['be Parties agree that a request will Forth be ramie \vbem an emergency ncy occurs that requires assistance or when it is determined by the Requesting City and Responding City that it is mutually beneficial to provide assistance that is not of an eraaergency, mature, -l`he:Parties aagrat a. To inaintairt the. work force and eclaaipi-rent needed to sufficiently iently control lire.; or other emergencies common to the saving of lives and property wh.ic:la are likel y to occur within their respective jurisdictions: la. To maintain an errrer° eac: action lalatrt (tarry activating personnel `itlrira their resective jnrisdict ors e. To maintain established procedures to handle ernerg ncies cf. To provide all Parties with the current resources available to each respective C.lty by type, staffing,and function that cook be requested in an emergency. c:. All Parties m n rt utilize the incident Coni.maancl Systeni (1(.'S;) and he National Incident larnaa�gemeaat S stern (NIM )compliant. Ida Direction and ont rol The requested 'ire service or emergency medical equipment and personnel of the Res l�c.riding C.:'it;� shall e: under the direction and control of their own 01"f cers�Super-visors, operating within the ICS,. throughout the entire incident or emergency. The Of ic.er.``Supen,,isor shall report to the Command Post oil'the Requesting City for assignment and shall operate farrier the direction of the Incident Commander OC:'t� The fact that the tasks at hand in an emergency are dangerous in nature must always he considered and Lis such if the Responding, City, prc?r°iel.irt�Y nrtatttal aid, determines that the request is unsateA the ri pect:ive City's Officer/ upervisoia will take the appropriate action to assure their crews are as safe as possible, If an action is deemed to he unsafe, the IC will he informed and the respective Offic er` upervis«r shall take- attic lls necessary to protect their respective cre ts). M. Equipment and Consumable Goods The condition of the equipment insist be the salt, responsibility of its owner. If the equipment is damaged or destroyed during the Incident, the financial responsibility is the owner'.s which may he recovered thr-ouuh, insurance acquired by the owner or any other resource available ale ter the owner, Ativ consurnakl€� resources may be re ri�ahartsed by or throuch the ICs jurisdiction (Requesting Party)provided that strt#ic'ie nt fun s have been appropriated priaate fir;raid purpose or if c onsurnahlcs can he recovered fi-on.i the property owner or purveyor. The affected jurisdiction has ai right to recover any and all costs of in incident from any resources available, If' such recovery is possi ile., the Requesting City- shall notify mutual aid Responding City of such possi ili€y, In the event the incident receives a Disaster Declaration from the State or Federal Government, the jurisdictions involved shall be sut)ject to local, state, and fcderal laws and regulations. '. Term of eement/Consideration 4.01 `Ferries The terms of the Agreement shall become ell' c,tive upon approval by the governing body tear each respective Party hereto and shall remain in ef'ftc-t for an initial term cif'cane (I) y-eair commencing upon the elate of each Party's s gnatore belmv. which term ,,,hall renexN a atom atic ilty annually wnm the iritvcr&ui date of this Aoreement unless earlier terminated b,,' a Party as provided herein. If a Party desires to opt out tlae Party raaar,t give a ft day`notice gat"s uch.intent. f f ar party emits ouL the aagre,en.ie at rernaina intact for the rest of the Parties. Adding Parties tea tits; agreement wilt not affect the terms of the agreement. 4.02 Consideration, The Parties tagr e that sufficient consideration for t}pis L-jee.me exists and is toured in the cross promises set fT:arth above and other herd and valuable consideration. Each Party hereto paling I'or the panna ce of g ert" vernm ental functions or services shall make such payments from current re ,enues legally available to the paying Party. Each Party further agrees that it is fairly compensated for the services or Functions performed under the terms of this Ageement. This Agreement can he amended or replaced by as majority of the Parties. All of the Parties must he notified in writing within 30 days and an opera forum must he held in which all of the Parties have been invited to artterr . The Amendment will not be cf`f, tiv to any Party that does not agyree. lI Compliance with All Applicable Laws The Parties shall observe, and comply with all Federal, State,, local laavv� , rules, ordinances. and re ulations affecting the conduct or services pro-,sided and their laerforntance of all obligations ca:ra&rtaaken by this Agreement. 11, Legal Considerations All loyal. State and Federal Laws shall supersede any provisions made in this Agreement. Any provision so eff�cte3d will not ne c,,aate the nest of the Agreement. In case any one or more of the provisions contained in this agreement shall be held to be invalid, illegal or unenforceable in any res icct. such invalidity, illegality or unenfore a bility shall not of feet any either provision thereof and this Agreement shall be construed as if such invalid, illegal, unenforceable provision had never been contained herein. "Venue for any Proceeding under this Agreement shall he in Tarrant County, Texas. This agreement shall bec cone binding and effective as to each individual Party upon sip##mature by ara authorized representatives of such individual Party. II . Lia iii /Governmental Immunity All civil liability arising from the f=urnishing offirc,/[-,MS protection services an der this Agreement shall be assigned to the Party actually providing the equipment, services, and r r<ar°a so err° pursuant to Texas Government Code, Section 791.006 (a-1) and the assig aantent of liability is intended to be difl."erei.0 than liability otherwise assigned Linde Tex,as Government Code, Section 91,006 (a). Notwithstanding, the foregoing, the fact that Parties hereto accept certain responsibilities relating; to the rendering ref Fire Protection and l°:rnergency Medical Services sander this Agreement as part of their responsibility for providing protection for the public health makes it iniperativ . that the performance of these vital set-vices be recognized as a governmental function and that .lee doctrine of tgo ernta ent�al iaturru aaty shall be,, and it is hereby. invoked to the extent possible under the law. No Party b veto waives any irt,rtatrnity or defense that would otherwise be available to it against claims arising frorn the exercise of e Overnmental ewers and functions, Each Patty hall provide liability insurance to cover the acts and omissions of its respective Officers, employees, and agents- obligations under this Agreement, including but seta! lina.ited tics all personnel providing Fire protection and l niergscncy Niedica l Services ;as,set fonh herein. X. Non-Waiver All rights, remedies and privileges permitted or available to any Party Lander this Agreement r at l aNv or equity shall be cumulative grad not alternative, and election ction o any such right, remedy or privilege shall. not constitute a waiver or exclusive election of rights, remedies or privileges with respect to gray other permitted or available right. remedy or privilege. additionally. one instance of.tzarbearance by the any Party in the enforcement of any such ri<t!ht. remedy or privilege ;ag�aainst aart� tstlacr l��art�. shall taut constitute a waiver of such tight, remedy or privilege by the fc rbear"ing 'arty-. A defiau t by any Party under this Agreement .,,,hall not result in a forfeiture of arty �i�hts, aerned or privileges Lander this Agreement by such defaulting Party, X. io nature Bat t€city. The undersigned officer and/or agents of the Parties hereto are the properly authorized officials and have the ncces ary, authority to execute this agreement on behalf of the Parties hereto and each Fatty hereby certifies to the other that any necessary resolutions extending such authority have been duly- passed and are now in frill farce and effect. ♦ . in To: Honorable Mayor and Members of the Board of Aldermen From: Debbie Piper, Finance Director Subject: Regular Meeting of June 9,2008 Date: June 2, 2008 ITEM A Resolution approving the opening of two new TexPool depository accounts to accommodate the Arts and Sciences Center project. BACKGROUND The Arts and Sciences Center account will be used for the depository of the funds received from the General Obligation Bonds, Series 2008, to be delivered on June 19, 2008, as well as all funds received for the project. This includes donations from Texas Student Housing and Mrs. Lee. Funds raised by the Westlake Academy Foundation for this capital campaign will also be transferred into this account upon receipt from the Foundation. All interest accrued will remain in the account and be used towards the expense of the capital project. The Arts and Sciences Center CM (Construction Manager) Retainage account is a requirement per the contract executed on May 5, 2008 between the Town of Westlake and Steele & Freeman, Inc. Article 6 of Amendment No. 2 of the contract states that the 10% retainage fee will be deposited in an interest-bearing account with interest earned paid to the contractor. As payments are made, the 10% retainage will be transferred to this fund and all interest earned will be payable to Steele & Freeman, Inc. upon satisfactory completion of the Arts and Sciences Center. TexPool's fee is 0.0485% annually, calculated daily on the fund balance of each respective pool. The fees are deducted from the interest earnings of the pools. There is no direct reduction to the participant's account, and all TexPool rates are quoted net of fees. Currently, TexPool's interest is approximately 2.4%. FUNDING There is no affect to the current budget. RECOMMENDATION Staff recommends the opening of these two TexPool accounts. ATTACHMENTS: Resolution (2) TexPool"Bank Information Sheet"to open each account �. r • • Ausxw WHEREAS, The Town of Westlake is a current participant in the Texas Local Government Investment Pool (TexPool); and WHEREAS, it is prudent to set up a separate account for the construction of the Arts and Sciences Center to maintain all revenues and expenditures regarding the project in one account without commingling funds; and WHEREAS, the executed contract dated May 5, 2008 between the Town of Westlake and Steele & Freeman, Inc. (Construction Manager) states that the 10% retainage fee will be deposited in an interest bearing account with interest earned paid to the contractor upon satisfactory completion of the Arts and Sciences Center; and WHEREAS, Resolution No 08-22 has appointed Thomas E. Brymer, Debbie J Piper, and Donald R Redding as authorized signers of the Town of Westlake's TexPool accounts, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF SECTION 1: That the Town of Westlake Board of Aldermen does hereby approve the opening of two accounts regarding the Arts and Sciences Center by the appointed authorized signers. SECTION 2: This Resolution shall become effective on June 6, 2008. PASSED AND APPROVED ON THIS 9TH DAY OF JUNE 2008. Laura Wheat, Mayor ATTEST: Kim Sutter, TRMC, Town Secretary Thomas E. Brymer, Town Manager L. Stanton Lowry, Town Attorney MINUTES OF THE TOWN OF WESTLAKE,TEXAS BOARD OF ALDERMEN REMENUM PRESENT: Mayor Scott Bradley and Aldermen Larry Corson, Kevin Maynard, Don Redding, Pete Steger, Bob Timmerman, Mayor-elect Laura Wheat,Aldermen-elect, Rebecca Rollins, Carol Langdon, and Tim Brittan. ABSENT: None. OTHERS PRESENT: Town Manager Tom Brymer, Town Attorney Stan Lowry, Town Secretary Kim Sutter, Finance Director Debbie Piper, DPS Director Don Wilson, Facilities and Recreation Director Troy Meyer, and Assistant to the Town Manager Ginger Awtry. Mayor Bradley called the meeting to order at 7:07 p.m. ` 1 � Westlake Academy students led the pledge of allegiance to the United States and Texas Flags. Mr. Rick Rennhack, 1762 Hidden Springs Court, expressed his appreciation to Mayor Scott Bradley for his leadership Mayor Bradley recognized his family members who were in attendance: Mrs. Kelly Bradley, wife; Mr. Joe A. Bradley, father; Mrs. Brooke Nicholson, daughter; and his grandchildren, Riley and Reece Nicholson. Mrs. Barbara Brizuela expressed her appreciation to Mayor Bradley for his leadership, his belief that public education can be something more, and his dream for a community school Town of Westlake Board of Aldermen Regular Meeting May 19,2008 Page 2 of 6 in the Town of Westlake and his endurance and perservance to make the dream a reality. Mrs. Brizuela also recognized Mayor Pro Tem Redding for his role as a founder of the school. Mayor Bradley introduced the consent agenda and asked for a motion. A. Review and approve minutes of the Board of Aldermen workshop and regular meetings held on April 28,2008. B. Review and approve minutes of the Board of Aldermen workshop and regular meetings held on May 5, 2008. C. Review and approve any outstanding bills. MOTION: Alderman Steger made a motion to approve the consent agenda as presented. Alderman Maynard seconded the motion. The motion carried by a vote of 5- 0. CONSIDER AN ORDINANCE CANVASSING THE RETURNS AND DECLARING THE RESULTS OF THE GENERAL AND SPECIAL ELECTIONS HELD ON MAY 10,2008. Mayor Bradley read the ordinance canvassing the returns and declaring the results of the general and special elections held on May 10, 2008. MOTION: Alderman Timmerman made a motion to adopt Ordinance No. 594, canvassing the general and special elections held on May 10, 2008. Alderman Maynard seconded the motion. The motion carried by a vote of 5- 0. Mayor Bradley expressed his appreciation to the Board for their service to the community. Town Secretary Sutter administered the Oath of Office to the following newly elected officials: • Laura Wheat, Mayor-elect • Rebecca Rollins, Alderwoman-elect • Carol Langdon, Alderwoman-elect • Tim Brittan,Alderman-elect Town of Westlake Board of aldermen Regular Meeting May 19,2008 Page 3 of 6 7. RECOGNITION UTGOING BOARD ! APPOINTED Mayor Wheat recognized out-going Board members Scott Bradley, Bob Timmerman, Pete Steger and Kevin Maynard and presented each with a clock to thank them for their gift of "time" while serving on the Board, and also presented each of the outgoing members spouses with a bouquet of flowers. State Representative Vicki Truitt (District 98) presented a certificate issued by Texas Governor Rick Perry to Scott Bradley in recognition of his years of leadership to the Town. Mr. Scott Bradley expressed his appreciation to the Town and its residents for allowing him to serve the town for so many years. Town Manager Brymer addressed the Board regarding the case and advised the Board that the Planning and Zoning Commission voted unanimously to continue the Public Hearing to the May 22, 2008, Planning and Zoning Commission meeting. Mr. Brymer recommended the Board continue to the Public Hearing to the June 9, 2008, Board of Aldermen meeting. Mayor Wheat continued the public hearing. There being no one requesting to speak, Mayor Wheat requested a motion to continue the public hearing to June 9, 2008. MOTION: Mayor Pro Tem Redding made a motion to continue the public hearing to June 9, 2008, at 7:00 p.m. Alderman Corson seconded the motion. The motion carried by a vote of 5-0. CONSIDER ORDINANCE O. l SALE OF THE TOWN'S GENERAL OBLIGATION BOND, SERIES 2008 IN THE AMOUNT OF$2.5M FOR THE CONSTRUCTION AND ASSOCIATED COSTS OF THE ARTS ! SCIENCES CENTER. Town of Westlake Board of aldermen Regular Meeting May 19,2008 Page 4 of 6 Mr. Jason L. Hughes, Mice President of First Southwest Company, addressed the Board regarding the item. Mr. Hughes presented the Board a summary of the Bond Sale: • $2.5 million in GO Bonds were sold via a competitive private placement • Twenty year amortization with level debt service—May 2009 to May 2028 • First coupon—November 1, 2008 • The Town received bids from three (3) banks: ® Houton Community Bank ® Bank of America ® TIB • Total debt service - $3,636,86533 • Average annual debt service - $181,843.27 • Bonds are callable at anytime Mr. Hughes advised the Board that the funds from the sale would be available June 19, 2008. Mr. Leroy Graunder, McCall, Parkhurst and Horton, L.L.P., was present to address questions from the Board. MOTION: Alderman Corson made a motion to adopt Ordinance No. 595, authorizing the issuance and sale of $2.5M in General Obligation Bonds, Series 2008; providing for the security for and payment of said bond; providing an effective date; and enacting other provisions relating to the subject. Mayor Pro Tern Redding seconded the motion. The motion carried by a vote of 5-0. Facilities and Recreation Director Meyer addressed the Board regarding the item. Mr. Meyer advised the Board that the easement is necessary to accommodate the construction of the Arts and Sciences Center building as well as future expansion of the campus. MOTION: Mayor Pro Tern Redding made a motion to approve Resolution No. 08-30, authorizing the Town Manager to enter into an agreement with AIL Investments, L.P. granting the use of a 10' underground water utility easement. Alderwoman Rollins seconded the motion. The motion carried by a vote of 5-0. Town of Westlake Board of aldermen Regular Meeting May l9,2008 Page 5 of 6 12. CONSIDER A RESOLUTION AUTHORIZEIG TAE TO'M�4-401�-,;�� ENTER INTO AN AGREEMENT WITH ATMOS ENERGY FOR THE RELOCATION OF APPROXIMATELY 775 FEET OF GAS LINE LOCATED ON THE CIVIC CAMPUS. Public Works Superintendent Greenwood addressed the Board regarding the item. Mr. Greenwood advised the Board that the relocation of the gas utility line will be preformed under the direction of ATMOS, and is necessary to accommodate the construction of the Arts and Sciences Center building as well as future expansion of the campus. MOTION: Alderman Brittan made a motion to approve Resolution No. 08-31, authorizing the Town Manager to enter into an agreement with ATMOS Energy for the relocation of approximately 775 feet of gas line located on the Civic Campus. Alderwoman Langdon seconded the motion. The motion carried by a vote of 5-0. i ' . . . A. Acceptance of a gift to assist the funding of the construction of the new Westlake Academy Arts & Sciences Building Project; B. Application of the gift towards the Arts portion of the Arts& Sciences Building Project; C. Naming a portion of the Arts& Sciences Building Project; D. Authorization of the interim use of the Westlake Academy Foundation naming guidelines for the Arts& Sciences Building Project; E. Directing the Town Manager to prepare a draft policy for naming all Town facilities for the Board's consideration. Town Manager Brymer introduced the item and advised the Board that a donation of $500,000 has been received and will be applied toward the construction of the Arts portion of the Arts and Sciences Center building located at the Westlake Civic Campus. Mr. Brymer advised the Board that the proposed resolution calls for the naming of the Black Box Theater as the "Sam W. Lee Theater" in honor and recognition of the late Mr. Lee, a Westlake resident for almost 30 years. On behalf of the Board and the Town, Mayor Wheat expressed her appreciation for the generous donation. Mayor Wheat recognized Mrs. Margaret Lee, Mr. Juan Prado, and Mr. John Paige, who were in attendance. MOTION: Alderwoman Langdon made a motion to approve Resolution No. 08-32, as presented. Mayor Pro Tern Redding seconded the motion. The motion carried by a vote of 5-0. Town of Westlake Board of Aldermen Regular Meeting May 19,2008 Mayor Wheat reviewed the council calendar: - Planning and Zoning Commission—5/22/08, 6 p.m. - Historical. Preservation Society meeting—5/22/08, 5 p.m. - Decoration Day event— 5/26/08, 6 to 8:30 p.m. - Arts and Sciences Center groundbreaking—6/5/08, 12 noon - Board of Trustees meeting—6/9/06, 6 p.m. - Board of Aldermen meeting—6/9/08, 7 p.m. - Strategic Planning Retreat—6/12 -6/13 or 6/16 - 6/17 - Westlake Academy Foundation meeting—6/12/08, 8:30 a.m. - Texas Student Housing Authority meeting, 6/17/08, 5:30 p.m. - Texas Municipal League Newly Elected Officials training ® 7/25—7/26/08, Austin, 7:30 a.m. ® 8/8 - 8/9/08, Austin, 7:30 a.m. Page 6 of 6 Due to a scheduling conflict, the Strategic Planning Retreat will be rescheduled to June 27 and June 28, 2008. Mayor Wheat invited all in attendance to the dining hall for a reception to recognize all outgoing and incoming elected and appointed officials. There being no futher business, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Alderman Brittan made a motion to adjourn the meeting. Alderwoman Langdon seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat adjourned the meeting at 7:59 p.m. Laura Wheat, Mayor ATTEST: Kim Sutter, TRMC, Town Secretary Town of Westlake 11T i To: Honorable Mayor and Members of the Board of Aldermen From: Todd Wood, Director of HR &Administrative Services Subject: Approval of ICMA Deferred Compensation Plan Date: June 9, 2008 Consider the addition of a 457 Deferred Compensation Plan to the Town of Westlake employee benefit package; and to authorize the Town Manager to execute the agreement with ICMA Retirement Corporation. Iii # J► 1 A 457 Deferred Compensation Plan is a supplemental retirement savings program that allows the participant to make contributions before taxes are deducted. Contributions are handled through payroll deduction, reducing taxes each pay period. This optional benefit is offered in most municipalities and provides employees with additional retirement choices. Deferred compensation plans are portable; contributions may be rolled into 457 plans. New employees may also roll over their existing 457 plans into the ICMA plan. The Human Resources Department anticipates this will assist in attracting and retaining quality personnel. Approval of this deferred compensation plan will also carry out the specified terms agreed to in the Town Manager's employment agreement. FUNDING There is no cost to the Town to adopt this benefit. RECOMMENDATION Staff recommends approval. ATTACHMENTS: Resolution Administrative Services Agreement with ICMA-RC WHEREAS, the Town of Westlake has employees rendering valuable services; and WHEREAS, the establishment of a deferred compensation plan for such employees serves the interests of the Town by enabling it to provide reasonable retirement security for its employees, by providing increased flexibility in its personnel management system, and by assisting in the attraction and retention of competent personnel; and WHEREAS, the Town has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirement Corporation serves the above objectives; and WHEREAS, the Town desires that its deferred compensation plan be administered by the ICMA Retirement Corporation, and that some or all of the funds held under such plan be invested in the VantageTrust Company, a trust established by public employers for the collective investment of funds held under their retirement and deferred compensation plans; WHEREAS, the Town of Westlake has employees rendering valuable services; and; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE: SECTION 1: That the Town of Westlake Board of Aldermen does hereby adopts the ICMA Retirement Corporation Deferred Compensation Plan and Trust, referred to as Appendix A. SECTION 2:' That the Town of Westlake hereby executes the Declaration of Trust of the VantageTrust Company, attached hereto as Appendix B, intending this execution to be operative with respect to any retirement or deferred compensation plan subsequently established by the Town, if the assets of the plan are to be invested in the VantageTrust Company. SECTION 3: That the assets of the Plan shall be held in trust, with the Town of Westlake serving as trustee, for the exclusive benefit of the Plan participants and their beneficiaries, and the assets shall not be diverted to any other purpose. SECTION 4: That the Town of Westlake hereby agrees to serve as trustee under the Plan. SECTION 5: That the Director of HR/Administrative Services shall be the coordinator for this program; shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the VantageTrust Company; shall cast, on behalf of the Town, any required votes under the VantageTrust Company; Administrative duties to carry out the plan may be assigned to the appropriate departments, and is authorized to execute all necessary agreements with ICMA Retirement Corporation incidental to the administration of the Plan. SECTION 6: That this Resolution shall become effective upon the date of its passage. PASSED AND APPROVED ON THIS 9TH DAY OF JUNE 2008. Laura Wheat, Mayor ATTEST: Kim Sutter, TRMC, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney 2 Appendix A sf As Amended and Restated Effective January 1,2006 Artide I. Purpose The Employer hereby establishes and maintains the Employer's Deferred Compensation Plan and Trust,hereafter referred to as the"Plan." The Plan consists of the provisions set forth in this document. The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employees of the Employer and the Employees'Beneficiaries in accordance with the provisions of Section 457 of the Internal Revenue Code of 1986,as amended(the"Code"). This Plan shall be an agreement solely between the Employer and participating Employees. The Plan and Trust forming a part hereof are established and shall be maintained for the exclusive benefit of Participants and their Beneficiaries. No part of the corpus or income of the Trust shall revert to the Employer or be used for or diverted to purposes other than the exclusive benefit of Participants and their Beneficiaries. Article II. Definitions 2.01 Account. The bookkeeping account maintained for each Participant reflecting the cumulative amount of the Participant's Deferred Compensation,including any income,gains,losses,or increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation,and further reflecting any distributions to the Participant or the Participant's Beneficiary and any fees or expenses charged against such Participant's Deferred Compensation. 2.02 Accounting Date. Each business day that the New York Stock Exchange is open for trading,as provided in Section 6.06 for valuing the Trust's assets. 2.03 Administrator. The person or persons named in writing to carry out certain nondiscretionary administrative functions under the Plan,as hereinafter described. The Employer may remove any person as Administrator upon 75 days'advance notice in writing to such person,in which case the Employer shall name another person or persons to act as Administrator. The Administrator may resign upon 75 days'advance notice in writing to the Employer,in which case the Employer shall name another person or persons to act as Administrator. 2.04 Automatic Distribution Date. April 1 of the calendar year after the Plan Year the Participant attains age 70-112 or, if later,has a Severance Event. 2.05 Beneficiary. The person or persons designated by the Participant in his or her Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. In the event that the Participant names two or more Beneficiaries,each Beneficiary shall be entitled to equal shares of the benefits payable at the Participant's death,unless otherwise provided in the Participant's Joinder Agreement. If no beneficiary is designated in the Joinder Agreement,if the Designated Beneficiary predeceases the Participant,or if the designated Beneficiary does not survive the Participant for a period of fifteen(15)days,then the estate of the Participant shall be the Beneficiary. If a married Participant resides in a community or marital property state,the Participant shall be responsible for obtaining appropriate consent of his or her spouse in the event the Participant designates someone other than his or her spouse as Beneficiary. The preceding sentence shall not apply with respect to a Deemed IRA under Article IX. 2.06 Deemed IRA A separate account or annuity established under the PIan that complies with the requirements of Section 408(q) of the Code, the Income Tax Regulations thereunder,and any other IRS guidance. 2.07 Deferred Compensation. The amount of Includible Compensation otherwise payable to the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under Section 6.09 or 6.10,a rollover under Section 6.11,or any other amount which the Employer agrees to credit to a Participant's Account. 2.08 Dollar Limitation. The applicable dollar amount within the meaning of Section 457(b)(2)(A) of the Code, as adjusted for the cost-of-living in accordance with Section 457(e)05) of the Code. 2.09 Employee. Any individual who provides services for the Employer,whether as an employee of the Employer or as an independent contractor,and who has been designated by the Employer as eligible to participate in the Plan. 2.10 Employer. of the [State/Commonwealth] of Code. which is a political subdivision, agency or instrumentality , described in Section 457(e)(1)(A) of the 2.11 457 Catch-Up Dollar Limitation. Twice the Dollar Limitation. 2.12 Includible Compensation. Includible Compensation of a Participant means "compensation," as defined in Section 415(c)(3) of the Code, for services performed for the Employer. Includible Compensation shall be determined without regard to any community property laws. For purposes of a Participant's Joinder Agreement only and not for purposes of the limitations in Article V, Includible Compensation shall include any employer contributions to an integral part trust of the employer providing retiree health care benefits. 2.13 Joinder Agreement. An agreement entered into between an Employee and the Employer, including any amendments or modifications thereof. Such agreement shall fix the amount of Deferred Compensation,specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Beneficiaries, and incorporate the terms, conditions, and provisions of the Plan by reference. 2.14 Normal Limitation. The maximum amount of Deferred Compensation for any Participant for any taxable year (other than amounts referred to in Sections 6.09, 6.10, and 6.11). 2.15 Normal Retirement Age. Age 70-1/2, unless the Participant has elected an alternate Normal Retirement Age by written instrument delivered to the Administrator prior to a Severance Event. A Participant's Normal Retirement Age determines the period during which a Participant may utilize the 457 Catch-Up Dollar Limitation of Section 5.02(b) hereunder. Once a Participant has to any extent utilized the catch-up limitation of Section 5.02(b),his Normal Retirement Age may not be changed. A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive immediate, unreduced retirement benefits under the Employer's basic defined benefit retirement plan covering the Participant(or a money purchase pension plan in which the Participant also participates if the Participant is not eligible to participate in a defined benefit plan),and may not be later than the date the Participant will attain age 70-1/2. If the Participant will not become eligible to receive benefits under a basic defined benefit retirement plan (or money purchase pension plan, if applicable) maintained by the Employer, the Participant's alternate Normal Retirement Age may not be earlier than 65 and may not be later than age 70-1/2. In no event may a Participant's normal retirement age be different than the normal retirement age under the Employer's other 457(b) plans, if any. In the event the Plan has Participants that include qualified police or firefighters (as defined under Section 415(b)(2)(1-1)(ii)(I) of the Code), a normal retirement age may be designated for such qualified police or firefighters that is not earlier than age 40 or later than age 70-1/2. Alternatively,qualified police or firefighters may be permitted to designate a normal retirement age that is between age 40 and age 70-1/2. 2.16 Participant. Any Employee who has joined the Plan pursuant to the requirements of Article IV. For purposes of section 6.11 of the Plan, the term Participant includes an employee or former Employee of the Employer who has not yet received all of the payments of benefits to which he/she is entitled under the Plan. 2.17 Percentage Limitation. 100 percent of the participant's Includible Compensation available to be contributed as Deferred Compensation for the taxable year. 2.18 Plan fear. The calendar year. 2.19 Retirement. The first date upon which both of the following shall have occurred with respect to a participant: Severance Event and attainment of age 65. 2.20 Severance Event. A severance of the Participant's employment with the Employer within the meaning of Section 45 7(d)(1)(A)GO of the Code. In general, a Participant shall be deemed to have experienced a Severance Event for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. In the case of a Participant who is an independent contractor of the Employer, a Severance Event shall be deemed to have occurred when the Participant's contract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the contract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the Employer, or such other events as may be permitted under the Code. 2.21 Trust. The Trust created under Article VI of the Plan which shall consist of all compensation deferred under the Plan, plus any income and gains thereon,less any losses, expenses and distributions to Participants and Beneficiaries. Article III. Administration 3.01 Duties of the Employer. The Employer shall have the authority to make all discretionary decisions affecting the rights or benefits of Participants which may be required in the administration of this Plan. The Employer's decisions shall be afforded the maximum deference permitted by applicable law. 3.02 Duties of Administrator. The Administrator, as agent for the Employer, shall perform nondiscretionary administrative functions in connection with the Plan, including the maintenance of Participants'Accounts, the provision of periodic reports of the status of each Account,and the disbursement of benefits on behalf of the Employer in accordance with the provisions of this Plan. Article IV. Participation in the Plan 4.01 Initial Participation. An Employee may become a Participant by entering into a Joinder Agreement prior to the beginning of the calendar month in which the Joinder Agreement is to become effective to defer compensation not yet earned, or such other date as may be permitted under the Code. A new employee may defer compensation in the calendar month during which he or she first becomes an employee if a Joinder Agreement is entered into on or before the first day on which the employee performs services for the Employer. 4.02 Amendment of Joinder Agreement. A Participant may amend an executed Joinder Agreement to change the amount of Includible Compensation not yet earned which is to be deferred (including the reduction of such future deferrals to zero). Such amendment shall become effective as of the beginning of the calendar month commencing after the date the amendment is executed,or such other date as may be permitted under the Code. A Participant may at any time amend his or her Joinder Agreement to change the designated Beneficiary, and such amendment shall become effective immediately. Article V. Limitations on Deferrals 5.01 Normal Limitation. Except as provided in Section 5.02, the maximum amount of Deferred Compensation for any Participant for any taxable year, shall not exceed the lesser of the Dollar Limitation or the Percentage Limitation. 5.02 Catch-Up Limitations. (a) Catch-up Contributions for Participants itg 50 and Over: A Participant who has attained the age of 50 before the close of the Plan Year, and with respect to whom no other elective deferrals may be made to the PIan for the Plan Year by reason of the Normal Limitation of Section 5.0 1, may enter into a Joinder Agreement to make elective deferrals in addition to those permitted by the Normal Limitation in an amount not to exceed the lesser of: (1) The applicable dollar amount as defined in Section 414(v)(2)(B) of the Code, as adjusted for the cost- of-living in accordance with Section 414(v)(2)(C) of the Code•, or (2) The excess (if any) of (i) The Participant's Includible Compensation for the year, or (ii) Any other elective deferrals of the Participant for such year which are made without regard to this Section 5.02(a). An additional contribution made pursuant to this Section 5.02(a) shall not,with respect to the year in which the contribution is made, be subject to any otherwise applicable limitation contained in Section 5.01 above, or be taken into account in applying such limitation to other contributions or benefits under the Plan or any other plan. This Section 5.02(x) shall not apply in any year to which a higher limit under Section 5.02(b) applies. (b) Last Three Years Catch-up Contribution: For each of the last three (3) taxable years for a Participant ending before his or her attainment of Normal Retirement Age, the maximum amount of Deferred Compensation shall be the lesser of: (1) The 457 Catch-Up Dollar Limitation, or (2) The sum of (i) The Normal Limitation for the taxable year,and (ii) The Normal Limitation for each prior taxable year of the Participant commencing after 1978 less the amount of the Participant's Deferred Compensation for such prior taxable years. A prior taxable year shall be taken into account under the preceding sentence only if(x) the Participant was eligible to participate in the Plan for such year, and (y) compensation (if any) deferred under the Plan (or such other plan)was subject to the Normal Limitation. 5.03 Sick,Vacation and Back Pay. If the Employer so elects,a Participant may defer all or a portion of the value of the Participant's accumulated sick pay, accumulated vacation pay and/or back pay, provided that such deferral does not cause total deferrals on behalf of the Participant to exceed the Dollar Limitation or Percentage Limitation (including any Catch-up Dollar Limitation) for the year of deferral. The election to defer such sick,vacation and/or back pay must be made in a manner and at a time permitted under Section 1.457-4(d) of the Income Tax Regulations. Pursuant to proposed IRS regulations issued under Section 415 of the Code, the Plan may permit deferrals from compensation, including sick,vacation and back pay,so long as the amounts are paid within 2 '/z months following severance from employment and the other requirements of Sections 457(b) and 415 of the Code are met.Additionally, the agreement to defer such amounts must be entered into prior to the first day of the month in which the amounts otherwise would be paid or made available. 5.04 Other flans. Notwithstanding any provision of the Plan to the contrary, the amount excludible from a Participant's gross income under this Plan or any other eligible deferred compensation plan under Section 457(b) of the Code shall not exceed the limits set forth in Sections 457(b) and 414(v) of the Code. 5.05 Excess Deferrals. Any amount that exceeds the maximum Dollar Limitation or Percentage Limitation (including any applicable Catch-Up Dollar Limitation) for a taxable year, shall constitute an excess deferral for that taxable year. Any excess deferral shall be distributed in accordance with the requirements for excess deferrals under the Code and Section 1.457-4(e) of the Income Tax Regulations or other applicable Internal Revenue Service guidance. 5.06 Protection of Person NWho Serves in a Uniformed Service. An Employee whose employment is interrupted by qualified military service under Section 414(u) of the Code or who is on leave of absence for qualified military service under Section 414(u) of the Code may elect to contribute additional Deferred Compensation upon resumption of employment with the Employer equal to the maximum Deferred Compensation that the Employee could have elected during that period if the Employee's employment with the Employer had continued(at the same level of Includible Compensation) without the interruption or leave, reduced by Deferred Compensation, if any, actually made for the Employee during the period of the interruption or leave. This right applies for five years following the resumption of employment (or, if sooner,for a period equal to three times the period of the interruption or leave). Article VI. Trust and Investment of Accounts 6.01 Investment of Deferred Compensation. A Trust is hereby created to hold all the assets of the Plan (except Deemed IRA contributions and earnings thereon held pursuant to Article IX) for the exclusive benefit of Participants and Beneficiaries,except that expenses and taxes may be paid from the Trust as provided in Section 6.03. The trustee shall be the Employer or such other person that agrees to act in that capacity hereunder. 6.02 Investment Powers. The trustee or the Administrator, acting as agent for the trustee,shall have the powers listed in this Section with respect to investment of Trust assets, except to the extent that the investment of Trust assets is directed by Participants, pursuant to Section 6.05 or to the extent that such powers are restricted by applicable law. (a) To invest and reinvest the Trust without distinction between principal and income in common or preferred stocks,shares of regulated investment companies and other mutual funds, bonds, loans, notes,debentures, certificates of deposit, contracts with insurance companies including but not limited to insurance, individual or group annuity, deposit administration, guaranteed interest contracts, and deposits at reasonable rates of interest at banking institutions including but not limited to savings accounts and certificates of deposit. Assets of the Trust may be invested in securities that involve a higher degree of risk than investments that have demonstrated their investment performance over an extended period of time. (b) To invest and reinvest all or any part of the assets of the Trust in any common,collective or commingled trust fund that is maintained by a bank or other institution and that is available to Employee plans described under Sections 457 or 401 of the Code, or any successor provisions thereto,and during the period of time that an investment through any such medium shall exist, to the extent of participation of the Plans the declaration of trust of such commonly collective, or commingled trust fund shall constitute a part of this Plan. (c) To invest and reinvest all or any part of the assets of the Trust in any group annuity, deposit administration or guaranteed interest contract issued by an insurance company or other financial institution on a commingled or collective basis with the assets of any other 457 plan or trust qualified under Section 401(a) of the Code or any other plan described in Section 401(a)(24) of the Code,and such contract may be held or issued in the name of the Administrator, or such custodian as the Administrator may appoint, as agent and nominee for the Employer. During the period that an investment through any such contract shall exist, to the extent of participation of the Plan, the terms and conditions of such contract shall constitute a part of the Plan. (d) To hold cash awaiting investment and to keep such portion of the Trust in cash or cash balances,without liability for interest, in such amounts as may from time to time be deemed to be reasonable and necessary to meet obligations under the Plan or otherwise to be in the best interests of the Plan. (e) To hold, to authorize the holding of, and to register any investment to the Trust in the name of the Plan, the Employer,or any nominee or agent of any of the foregoing, including the Administrator, or in bearer form, to deposit or arrange for the deposit of securities in a qualified central depository even though,when so deposited,such securities may be merged and held in bulk in the name of the nominee of such depository with other securities deposited therein by any other person, and to organize corporations or trusts under the laws of any jurisdiction for the purpose of acquiring or holding title to any property for the Trust, all with or without the addition of words or other action to indicate that property is held in a fiduciary or representative capacity but the books and records of the Plan shall at all times show that all such investments are part of the Trust. (f) Upon such terms as may be deemed advisable by the Employer or the Administrator,as the case may be, for the protection of the interests of the Plan or for the preservation of the value of an investment, to exercise and enforce by suit for legal or equitable remedies or by other action,or to waive any right or claim on behalf of the Plan or any default in any obligation owing to the Plan, to renew, extend the time for payment of, agree to a reduction in the rate of interest on, or agree to any other modification or change in the terms of any obligation owing to the Plan, to settle,compromise, adjust, or submit to arbitration any claim or right in favor of or against the Plans to exercise and enforce any and all rights of foreclosure, bid for property in foreclosure, and take a deed in lieu of foreclosure with or without paying consideration therefor, to commence or defend suits or other legal proceedings whenever any interest of the Plan requires it, and to represent the Plan in all suits or legal proceedings in any court of law or equity or before any body or tribunal. (g) To employ suitable consultants, depositories, agents, and legal counsel on behalf of the Plan. (h) To open and maintain any bank account or accounts in the name of the Plan, the Employer, or any nominee or agent of the foregoing, including the Administrator, in any bank or banks. (i) To do any and all other acts that may be deemed necessary to carry out any of the powers set forth herein. 6.03 `faxes and Expenses. All taxes of any and all kinds whatsoever that may be levied or assessed under existing or future laws upon the Plan, or in respect to the Trust,or the income thereof, and all commissions or acquisitions or dispositions of securities and similar expenses of investment and reinvestment of the Trust,shall be paid from the Trust. Such reasonable compensation of the Administrator, as may be agreed upon from time to time by the Employer and the Administrator, and reimbursement for reasonable expenses incurred by the Administrator in performance of its duties hereunder (including but not limited to fees for legal, accounting, investment and custodial services) shall also be paid from the Trust. 6.04 Payment of Benefits. The payment of benefits from the Trust in accordance with the terms of the Plan may be made by the Administrator,or by any custodian or other person so authorized by the Employer to make such disbursement. The Administrator, custodian or other person shall not be liable with respect to any distribution of Trust assets made at the direction of the Employer. 6.05 Investment Fonds. In accordance with uniform and nondiscriminatory rules established by the Employer and the Administrator, the Participant may direct his or her Accounts to be invested in one (1) or more investment funds available under the Plan;provided, however, that the Participant's investment directions shall not violate any investment restrictions established by the Employer. Neither the Employer, the Administrator, nor any other person shall be liable for any losses incurred by virtue of following such directions or with any reasonable administrative delay in implementing such directions. 6.06 Valuation of Accounts. As of each Accounting Date, the Plan assets held in each investment fund offered shall be valued at fair market value and the investment income and gains or losses for each fund shall be determined. Such investment income and gains or losses shall be allocated proportionately among all Account balances on a fund-by- fund basis. The allocation shall be in the proportion that each such Account balance as of the immediately preceding Accounting Date bears to the total of all such Account balances as of that Accounting Date. For purposes of this Article, all Account balances include the Account balances of all Participants and Beneficiaries. 6.07 Participant Loan Accounts. Participant loan accounts shall be invested in accordance with Section 8.03 of the Plan. Such Accounts shall not share in any investment income and gains or losses of the investment funds described in Sections 6.05 and 6.06. 6.08 Crediting of Accounts. The Participant's Account shall reflect the amount and value of the investments or other property obtained by the Employer through the investment of the Participant's Deferred Compensation pursuant to Sections 6.05 and 6.06. It is anticipated that the Employer's investments with respect to a Participant will conform to the investment preference specified in the Participant's Joinder Agreement, but nothing herein shall be construed to require the Employer to make any particular investment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not less frequently than annually, showing the then current value of his or her Account. 6.09 Post-Severance Transfers Among Eligible Deferred Compensation flans. (a) Incoming Transfers: A transfer may be accepted from an eligible deferred compensation plan maintained by another employer and credited to a Participant's or Beneficiary's Account under the Plan if- (1) In the case of a transfer for a Participant, the Participant has had a Severance Event with that employer and become an Employee of the Employer; (2) The other employer's plan provides that such transfer will be made; and (3) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount immediately after the transfer at least equal to the deferred amount immediately before the transfer. The Employer may require such documentation from the predecessor plan as it deems necessary to effectuate the transfer in accordance with Section 457(e)(10) of the Code, to confirm that such plan is an eligible deferred compensation plan within the meaning of Section 457(b) of the Code, and to assure that transfers are provided for under such plan.The Employer may refuse to accept a transfer in the form of assets other than cash, unless the Employer and the Administrator agree to hold such other assets under the Plan. (b) Outgoing Transfers: An amount may be transferred to an eligible deferred compensation plan maintained by another employer,and charged to a Participant's or Beneficiary's Account under this Plan, if- (1) In the case of a transfer for a Participant, the Participant has a Severance Event with the Employer and becomes an employee of the other employer; (2) The other employer's plan provides that such transfer will be accepted; (3) The Participant or Beneficiary and the employers have signed such agreements as are necessary to assure that the Employer's liability to pay benefits to the Participant has been discharged and assumed by the other employer; and (4) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount immediately after the transfer at least equal to the deferred amount immediately before the transfer. The Employer may require such documentation from the other plan as it deems necessary to effectuate the transfer, to confirm that such plan is an eligible deferred compensation plan within the meaning of Section 457(b) of the Code, and to assure that transfers are provided for under such plan. Such transfers shall be made only under such circumstances as are permitted under Section 457 of the Code and the regulations thereunder. 6.10 'Transfers Among Eligible Deferred.Compensation Plans of the Employer. (a) Incoming Transfers. A transfer may be accepted from another eligible deferred compensation plan maintained by the Employer and credited to a Participant's or Beneficiary's Account under the Plan if: (1) The Employers other plan provides that such transfer will be made; (2) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount immediately after the transfer at least equal to the deferred amount immediately before the transfer; and (3) The Participant or Beneficiary whose deferred amounts are being transferred is not eligible for additional annual deferrals in the Plan unless the Participant or Beneficiary is performing services for the Employer. (b) Outgoing Transfers. A transfer may be accepted from another eligible deferred compensation plan maintained by the Employer and credited to a Participant's or Beneficiary's Account under the Plan if: (1) The Employer's other plan provides that such transfer will be accepted; (2) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount immediately after the transfer at least equal to the deferred amount immediately before the transfer; and (3) The Participant or Beneficiary whose deferred amounts are being transferred is not eligible for additional annual deferrals in the Employer's other eligible deferred compensation plan unless the Participant or Beneficiary is performing services for the Employer. (a) Incoming Rollovers:An eligible rollover distribution may be accepted from an eligible retirement plan and credited to a Participant's Account under the Plan. The Employer may require such documentation from the distributing plan as it deems necessary to effectuate the rollover in accordance with Section 402 of the Code and to confirm that such plan is an eligible retirement plan within the meaning of Section 402(c)(8)(B) of the Code. The Plan shall separately account (in one or more separate accounts) for eligible rollover distributions from any eligible retirement plan. (b) Outgoing Rollovers: Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (c) Definitions: (1) Eligible Rollover Distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Sections 401(a)(9) and 457(d)(2) of the Code; and any distribution made as a result of an unforeseeable emergency of the employee. For purposes of distributions from other eligible retirement plans rolled over into this Plan, the term eligible rollover distribution shall not include the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). (2) Eligible Retirement Plan: An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code,an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Sections 403(a) or 403(b) of the Code, a qualified trust described in Section 401(a) of the Code,or an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by an eligible governmental employer described in Section 457(e)(1)(A) of the Code, that accepts the distributee's eligible rollover distribution. (3) Distributee: A distributee includes an employee or former employee. In addition, the employee's or former employee's surviving spouse and the employee's or former employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. (4) Direct Rollover: A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee. 6.12 Trustee-to-Trustee Transfers to Purchase Permissive Service Credit. All or a portion of a Participant's Account may be transferred directly to the trustee of a defined benefit governmental plan (as defined in Section 414(d) of the Code) if such transfer is (a) for the purchase of permissive service credit(as defined in Section 415(n)(3)(A) of the Code) under such plan,or (b) a repayment to which Section 415 of the Code does not apply by reason of subsection (k)(3) thereof,within the meaning of Section 457(e)(17) of the Code. 6.13 Treatment of Distributions of Amounts Previously Rolled Over From 401(a) and 403(b) Plans and IRAs. For purposes of Section 72(t) of the Code,a distribution from this Plan shall be treated as a distribution from a qualified retirement plan described in Section 4974(c)(1) of the Code to the extent that such distribution is attributable to an amount transferred to an eligible deferred compensation plan from a qualified retirement plan (as defined in Section 4974(c) of the Code). 6.14 Employer Liability. In no event shall the Employer's liability to pay benefits to a Participant under this Plan exceed the value of the amounts credited to the Participant's Account; neither the Employer nor the Administrator shall be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. Article VII. Benefits 7.01 Retirement Benefits and Election on Severance Event. (a) General Rule: Except as otherwise provided in this Article VII, the distribution of a Participant's Account shall commence as of a Participant's Automatic Distribution Date,and the distribution of such benefits shall be made in accordance with one of the payment options described in Section 7.02. Notwithstanding the foregoing, but subject to the following paragraphs of this Section 7.01, the Participant may elect following a Severance Event to have the distribution of benefits commence on a fixed determinable date other than that described in the preceding sentence, but not later than April 1 of the year following the year of the Participant's Retirement or attainment of age 70-1/2,whichever is later. The Participant's right to change his or her election with respect to commencement of the distribution of benefits shall not be restrained by this Section 7.01. Notwithstanding the foregoing, the Administrator, in order to ensure the orderly administration of this provision, may establish a deadline after which such election to defer the commencement of distribution of benefits shall not be allowed. (b) Loans: Notwithstanding the foregoing provisions of this Section 7.01, no election to defer the commencement of benefits after a Severance Event shall operate to defer the distribution of any amount in the Participant's loan account in the event of a default of the Participant's loan. 7.02 Payment Options.As provided in Sections 7.01, 7.04 and 7.05, a Participant may elect to have value of the Participant's Account distributed in accordance with one of the following payment options, provided that such option is consistent with the limitations set forth in Section 7.03: (a) Equal monthly, quarterly,semi-annual or annual payments in an amount chosen by the Participant, continuing until his or her Account is exhausted; (b) One lump-sum payment; (c) Approximately equal monthly,quarterly,semi-annual or annual payments, calculated to continue for a period certain chosen by the Participant; (d) Annual Payments equal to the minimum distributions required under Section 401(a)(9) of the Code, including the incidental death benefit requirements of Section 401(a)(9)(G), over the life expectancy of the Participant or over the life expectancies of the Participant and his or her Beneficiary; (e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer; (f) A split distribution under which payments under options (a), (b), (c) or (e) commence or are made at the same time, as elected by the Participant under Section 7.01, provided that all payments commence (or are made) by the latest benefit commencement date permitted under Section 7.01; (g) Any other payment option elected by the Participant and agreed to by the Employer and Administrator. A Participant's selection of a payment option under Subsections (a), (c),or(g) above may include the selection of an automatic annual cost-of living increase. Such increase will be based on the rise in the Consumer Price Index for All Urban Consumers (CPI-U) from the third quarter of the last year in which a cost-of-living increase was provided to the third quarter of the current year. Any increase will be made in periodic payment checks beginning the following January. 7.03 Limitation on Options. No payment option may be selected by a Participant under subsections 7.02(a) or(c) unless the amount of any installment is not less than $100. No payment option may be selected by a Participant under Sections 7.02,7.04, or 7.05 unless it satisfies the requirements of Sections 401(a)(9) and 457(d)(2) of the Code, including that payments commencing before the death of the Participant shall satisfy the incidental death benefit requirements under Section 401(a)(9)(G) of the Code. 7.04 Minimum Required Distributions. Notwithstanding any provision of the Plan to the contrary, the Plan shall comply with the minimum required distribution rules set forth in Sections 457(d)(2) and 401(a)(9) of the Code, including the incidental death benefit requirements of Section 401(a)(9)(G) of the Code. 7.05 Post-Retirement Death Benefits. (a) Should the Participant die after he or she has begun to receive benefits under a payment option, the remaining payments, if any,under the payment option shall continue until the Administrator receives notice of the Participant's death. Upon notification of the Participant's death, benefits shall be payable to the Participant's Beneficiary commencing not later than December 31 of the year following the year of the Participant's death, provided that the Beneficiary may elect to begin benefits earlier than that date. (b) In the event that the Beneficiary dies before the payment of death benefits has commenced or been completed, the remaining benefits payable under the payment option applicable to the Beneficiary shall,subject to the 10 requirements set forth in Section 7.04, be paid town additional beneficiary designated by the Beneficiary. If no additional beneficiary is named, payment shall be made to the Beneficiary's estate in a lump sum. (c) In the event that the Participant's estate is the Beneficiary, payment shall be made to the estate in a lump sum. 7.06 Pre-Retirement Death Benefits. (a) Should the Participant die before he or she has begun to receive the benefits provided by Section 7.01, the value of the Participant's Account shall be payable to the Beneficiary commencing not later than December 31 of the year following the year of the Participant's death,provided that the Beneficiary may elect to begin benefits earlier than that date. (b) In the event that the Beneficiary dies before the payment of death benefits has commenced or been completed, the remaining value of the Participant's Account shall be paid to the estate of the Beneficiary in a lump sum. In the event that the Participant's estate is the Beneficiary, payment shall be made to the estate in a lump sum. 7.07 Unforeseeable Emergencies. (a) In the event an unforeseeable emergency occurs,a Participant or Beneficiary may apply to the Employer to receive that part of the value of his or her Account that is reasonably needed to satisfy the emergency need. If such an application is approved by the Employer, the Participant or Beneficiary shall be paid only such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessation of deferral under the Plan, insurance or other reimbursement,or liquidation of other assets to the extent such liquidation would not itself cause severe financial hardship. (b) An unforeseeable emergency shall be deemed to involve only circumstances of severe financial hardship of a Participant or Beneficiary resulting from an illness or accident of the participant or beneficiary, the Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent (as defined in Section 152 of the Code, and, for taxable years beginning on or after January 1, 2005,without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code); loss of the Participant's or Beneficiary's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by homeowner's insurance,e.g., as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or the Beneficiary. For example, the imminent foreclosure of or eviction from the Participant's or Beneficiary's primary residence may constitute an unforeseeable emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the cost of prescription drug medication, may constitute an unforeseeable emergency. Finally, the need to pay for the funeral expenses of a spouse or a dependent (as defined in section 152 of the Code, and, for taxable years beginning on or after January 1., 2005,without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code) may also constitute an unforeseeable emergency. Except as otherwise specifically provided in this Section 7.07(6), the purchase of a home and the payment of college tuition are not unforeseeable emergencies. 7.08 In-Service Distribution of Rollover Contributions. Effective January 1, 2006, the Employer may elect to allow Participants to receive an in-service distribution of amounts attributable to rollover contributions to the Plan. If the Employer has elected to make such distributions available, a Participant that has a separate account attributable to rollover contributions to the Plan, may at any time request a distribution of all or any portion of the amount attributable to his or her rollover contribution. 11 7.09 In-Service Distribution to Participants Age 70-1/2 or Older. A Participant who has reached age 70 i/2 and has not yet had a Severance Event, may,at any time,request a distribution of all or a part of his or her Account.A Participant may only receive two (2) such distributions pursuant to this Section 7.09 in any calendar year. 7.10 Distribution De IVlinimis Accounts. Notwithstanding the foregoing provisions of this Article VII: (a) Mandatory Distribution. If the value of a Participant's Account is less than $1,000, the Participant's Account shall be paid to the Participant in a single lump sum distribution, provided that: (1) No amount has been deferred under the Plan with respect to the Participant during the 2-year period ending on the date of the distribution; and (2) There has been no prior distribution under the Plan to the Participant pursuant to this Section 7.10. (b) Voluntary Distribution. If the value of the Participant's Account is at least$1,000 but not more than the dollar limit under Section 411(a)(11)(A) of the Code, the Participant may elect to receive his or her entire Account in a lump sum payment if: (1) No amount has been deferred under the Plan with respect to the Participant during the 2-year period ending on the date of the distribution;and (2) There has been no prior distribution under the Plan to the Participant pursuant to this Section 7.10. Article VIII. Loans to Participants 8.01 Availability of Loans to Participants. (a) The Employer may elect to make loans available to Participants in this Plan. If the Employer has elected to make loans available to Participants,a Participant may apply for a loan from the Plan subject to the limitations and other provisions of this Article. However, no loans are available from Deemed IRAs. (b) The Employer shall establish written guidelines governing the granting of loans,provided that such guidelines are approved by the Administrator and are not inconsistent with the provisions of this Article, and that loans are made available to all Participants on a reasonably equivalent basis. 8.02 Terms and Conditions of Loans to Participants. Any loan by the Plan to a Participant under Section 8.01 of the Plan shall satisfy the following requirements: (a) Availability. Loans shall be made available to all Participants on a reasonably equivalent basis. (b) Interest Rate. Loans must be adequately secured and bear a reasonable interest rate. (c) Loan Limit. No Participant loan shall exceed the present value of the Participant's Account. (d) Foreclosure. In the event of default on any installment payment, the outstanding balance of the loan shall be a deemed distribution. In such event, an actual distribution of a plan loan offset amount will not occur until a distributable event occurs in the Plan. (e) Reduction ofAccount. Notwithstanding any other provision of this Plan, the portion of the Participant's Account balance used as a security interest held by the Plan by reason of a loan outstanding to the Participant shall be taken into account for purposes of determining the amount of the Account balance payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. 12 (f) Amount of Loan.At the time the loan is made, the principal amount of the loan plus the outstanding balance (principal plus accrued interest) due on any other outstanding loans to the Participant from the Plan and from all other plans of the Employer that are either eligible deferred compensation plans described in section 457(b) of the Code or qualified employer plans under Section 72(p)(4) of the Code shall not exceed the lesser of: (1) $50,000, reduced by the excess (if any) of (i} The highest outstanding balance of loans from the Plan during the one (1)year period ending on the day before the date on which the loan is made; or (ii) The outstanding balance of loans from the Plan on the date on which such loan is made;or (2) One-half of the value of the Participant's interest in all of his or her Accounts under this Plan. (g) Application for Loan. The Participant must give the Employer adequate written notice, as determined by the Employer, of the amount and desired time for receiving a loan. No more than one (1) loan may be made by the Plan to a Participant's in any calendar year. No loan shall be approved if an existing loan from the Plan to the Participant is in default to any extent. (h) Length of Loan. Any loan issued shall require the Participant to repay the loan in substantially equal installments of principal and interest, at least monthly, over a period that does not exceed five (5) years from the date of the loan; provided, however, that if the proceeds of the loan are applied by the Participant to acquire any dwelling unit that is to be used within a reasonable time(determined at the time of the loan is made) after the loan is made as the principal residence of the Participant, the five (5)year limit shall not apply. In this event, the period of repayment shall not exceed a reasonable period determined by the Employer. Principal installments and interest payments otherwise due may be suspended for up to one (1) year during an authorized leave of absence, if the promissory note so provides, but not beyond the original term permitted under this subsection (h),with a revised payment schedule (within such term) instituted at the end of such period of suspension. (i) Prepayment. The Participant shall be permitted to repay the loan in whole or in part at any time prior to maturity,without penalty. (j) Promissory A'ote. The loan shall be evidenced by a promissory note executed by the Participant and delivered to the Employer,and shall bear interest at a reasonable rate determined by the Employer. (k) Security. The loan shall be secured by an assignment of the participant's right, title and interest in and to his or her Account. (1) Assignment or Pledge. For the purposes of paragraphs (f) and (g),assignment or pledge of any portion of the Participant's interest in the Plan and a loan, pledge,or assignment with respect to any insurance contract purchased under the Plan,will be treated as a loan. (m) Other Terms and Conditions. The Employer shall fix such other terms and conditions of the loan as it deems necessary to comply with legal requirements, to maintain the qualification of the Plan and Trust under Section 457 of the Code, or to prevent the treatment of the loan for tax purposes as a distribution to the Participant. The Employer, in its discretion for any reason, may also fix other terms and conditions of the loan, including, but not limited to, the provision of grace periods following an event of default, not inconsistent with the provisions of this Article and Section 72(p) of the Code, and any applicable regulations thereunder. 13 r (a) Upon approval of a loan to a Participant by the Employer,an amount not in excess of the loan shall be transferred from the Participant's other investment fund(s), described in Section 6.05 of the Plan, to the Participant's loan account as of the Accounting Date immediately preceding the agreed upon date on which the loan is to be made. (b) The assets of a Participant's loan account may be invested and reinvested only in promissory notes received by the Plan from the Participant as consideration for a loan permitted by Section 8.01 of the Plan or in cash. Uninvested cash balances in a Participant's loan account shall not bear interest. Neither the Employer, the Administrator, nor any other person shall be liable for any loss, or by reason of any breach, that results from the Participant's exercise of such control. (c) Repayment of principal and payment of interest shall be made by payroll deduction or,inhere repayment cannot be made by payroll deduction, by check, and shall be invested in one (1) or more other investment funds, in accordance with Section 6.05 of the Plan, as of the next Accounting Date after payment thereof to the Trust. The amount so invested shall be deducted from the Participant's loan account. (d) The Employer shall have the authority to establish other reasonable rules, not inconsistent with the provisions of the Plan, governing the establishment and maintenance of Participant loan accounts. Article IX. Deemed IRAs 9.01 General. This Article IX of the Plan reflects section 602 of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"),as amended by the Job Creation and Worker Assistance Act of 2002. This Article is intended as good faith compliance with the requirements of EGTRRA and into be construed in accordance with EGTRRA and guidance issued thereunder. This Article IX shall supersede the provisions of the Plan to the extent that those provisions are inconsistent with the provisions of this Article IX. Effective for Plan Years beginning after December 31, 2002, the Employer may elect to allow Employees to make voluntary employee contributions to a separate account or annuity established under the Plan that complies with the requirements of Section 408(q) of the Code and any regulations promulgated thereunder(a "Deemed IRA"). The Plan shall establish a separate account for the designated Deemed IRA contributions of each Employee and any earnings properly allocable to the contributions, and maintain separate recordkeeping with respect to each such Deemed IRA. 9.02 Voluntary Employee Contributions. For purposes of this Article,a voluntary employee contribution means any contribution (other than a mandatory contribution within the meaning of Section 411(c)(2) of the Code) that is made by the Employee and which the Employee has designated,at or prior to the time of making the contribution, as a contribution to which this Article applies. 9.03 Deemed IRA"Trust Requirements. This Article shall satisfy the trust requirement under Section 408(q) of the Code and the regulations thereto. IRAs established pursuant to this Article shall be held in one or more trusts or custodial accounts (the "Deemed IRA Trusts"),which shall be separate from the Trust established under the Plan to hold contributions other than Deemed IRA contributions. The Deemed IRA Trusts shall satisfy the applicable requirements of Sections 408 and 408A of the Code,which requirements are set forth in section 9.05 and 9.06, respectively, and shall be established with a trustee or custodian meeting the requirements of Section 408(a)(2) of the Code ("Deemed IRA Trustee"). To the extent that the assets of any Deemed IRAs established pursuant to this Article are held in a Deemed IRA Trust satisfying the requirements of this Section 9.03,such Deemed IRA Trust, and any amendments thereto, is hereby adopted as a trust maintained under this Plan with respect to the assets held therein, and the provisions of such Deemed IRA Trust shall control so long as any assets of any Deemed IRA are held thereunder. 14 9004 Reporting Duties. The Deemed IRA Trustee shall be subject to the reporting requirements of Section 408(1) of the Code with respect to all Deemed IRAs that are established and maintained under the Plan. 9.05 Deemed Traditional IRA Requirements. Deemed IRAs established in the form of traditional IRAs shall satisfy the following requirements: (a) Exclusive Benefit. The Deemed IRA account shall be established for the exclusive benefit of an Employee or his or her Beneficiaries. (b) Maximum Annual Contributions. (1) Except in the case of a rollover contribution (as permitted by Sections 402(c),402(e)(6), 403(a)(4), 403(6)(8),403(b)(10), 408(d)(3) and 457(e)(16) of the Code), no contributions will be accepted unless they are in cash, and the total of such contributions shall not exceed: $3,000 for any taxable year beginning in 2002 through 2004; $4,000 for any taxable year beginning in 2005 through 2007; and $5,000 for any taxable year beginning in 2008 and years thereafter. After 2008, the limit will be adjusted by the Secretary of the Treasury for cost-of-living-increases under Section 219(b)(5)(C) of the Code. Such adjustments will be in multiples of$500. (2) In the case of an Employee who is 50 or older, the annual cash contribution limit is increased by: $500 for any taxable year beginning in 2002 through 2005; and $1,000 for any taxable year beginning in 2006 and thereafter. (3) No contributions will be accepted under a SIMPLE IRA plan established by any employer pursuant to Section 408(p) of the Code. Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on the date the Employee first participated in that employer's SIMPLE IRA plan. (c) Collectibles. If the Deemed IRA Trust acquires collectibles with within the meaning of Section 408(m) of the Code after December 31, 1981, Deemed IRA Trust assets will be treated as a distribution in an amount equal to the cost of such collectibles. (d) Life Insurance Contracts. No part of the Deemed IRA Trust funds will be invested in life insurance contracts. (e) Minimum Required Distributions. (1) Notwithstanding any provision of this Deemed IRA to the contrary, the distribution of the Employee's interest in the account shall be made in accordance with the requirements of Section 408(a)(6) of the Code and the Income Tax Regulations thereunder, the provisions of which are herein incorporated by reference. If distributions are made from an annuity contract purchased from an insurance company, distributions thereunder must satisfy the requirements of Q&-A-4 of Section 1.401(a)(9)-6T of the Income Tax Regulations (or Section 1,401(a)(9)-6 of the Income Tax Regulations, as applicable), rather than paragraphs (2), (3) and (4) below and Section 9.05(f). The minimum required distributions calculated for this IRA may be withdrawn from another IRA of the Employee in accordance with Q&A-9 of Section 1.408-8 of the Income Tax Regulations.. (2) The entire value of the account of the Employee for whose benefit the account is maintained will commence to be distributed no later than the first day of April following the calendar year in which I such Employee attains age 70-1/2 (the"required beginning date") over the life of such Employee or the lives of such Employee and his or her Beneficiary. (3) The amount to be distributed each year, beginning with the calendar year in which the Employee attains age 70-1/2 and continuing through the year of death shall not be less than the quotient obtained by dividing the value of the IRA(as determined under section 9.05(f)(3)) as of the end of the preceding year by the distribution period in the Uniform Lifetime Table in Q&A-2 of Section 401(a)(9)-9 of the Income Tax Regulations, using the Employee's age of his or her birthday in the year. However, if the Employee's sole Beneficiary is his or her surviving spouse and such spouse is more than 10 years younger than the Employee, then the distribution period is determined under the Joint and Last Survivor Table in Q&A-3 of Section 1.401(a)(9)-9 of the Income Tax Regulations, using the ages as of the Employee's and spouse's birthdays in the year. (4) The required minimum distribution for the year the Employee attains age 70-1/2 can be made as late as April 1 of the following year. The required minimum distribution for any other year must be made by the end of such year. (f) Distribution Upon Death. (1) Death On or After Required Beginning Date. If the Employee dies on or after the required beginning date, the remaining portion of his or her interest will be distributed at least as rapidly as follows: W If the Beneficiary is someone other than the Employee's surviving spouse, the remaining interest will be distributed over the remaining life expectancy of the Beneficiary,with such life expectancy determined using the Beneficiary's age as of his or her birthday in the year following the year of the Employees death, or over the period described in paragraph (1)(iii) below if longer. (ii) If the Employee's sole Beneficiary is the Employee's surviving spouse, the remaining interest will be distributed over such spouse's life or over the period described in paragraph (])(ill) below if longer. Any interest remaining after such spouse's death will be distributed over such spouse's remaining life expectancy determined using the spouse's age as of his or her birthday in the year of the spouse's death, or, if the distributions are being made over the period described in paragraph (1)(iii) below,over such period. (iii) If there is no Beneficiary, or if applicable by operation of paragraph (1)(i) or (1)GO above, the remaining interest will be distributed over the Employee's remaining life expectancy determined in the year of the Employee's death. (iv) The amount to be distributed each year under paragraph (1)(1), (ii), or(iii), beginning with the calendar year following the calendar year of the Employee's death,is the quotient obtained by dividing the value of the IRA as of the end of the preceding year by the remaining life expectancy specified in such paragraph. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's or Employee's age in the year specified in paragraph 1(i), (ii),or (iii) and reduced by 1 for each subsequent year. (2) Death Before Required Beginning Date. If the Employee dies before the required beginning date, his or her entire interest will be distributed at least as rapidly as follows: (1) If the Beneficiary is someone other than the Employee's surviving spouse, the entire interest will be distributed,starting by the end of the calendar year following the calendar year of 16 the Employee's death, over the remaining life expectancy of the Beneficiary,with such life expectancy determined using the age of the Beneficiary as of his or her birthday in the year following the year of the Employee's death, or, if elected, in accordance with paragraph (2)(iii) below. (ii) If the Employee's sole Beneficiary is the Employee's surviving spouse, the entire interest will be distributed, starting by the end of the calendar year following the calendar year of the Employee's death (or by the end of the calendar year in which the Employee would have attained age 70-112, if later), over such spouse's life, or, if elected, in accordance with paragraph (2)(iii) below. If the surviving spouse dies before distributions are required to begin, the remaining interest will be distributed, starting by the end of the calendar year following the calendar year of the spouse's death,over the spouse's Beneficiary's remaining life expectancy determined using such Beneficiary's age as of his or her birthday in the year following the death of the spouse,or, if elected,will be distributed in accordance with paragraph (2)(iii) below. If the surviving spouse dies after distributions are required to begin, any remaining interest will be distributed over the spouse's remaining life expectancy determined using the spouse's age as of his or her birthday in the year of the spouse's death. (iii) If there is no Beneficiary, or if applicable by operation of paragraph (2)(1) or(2)(ii) above, the entire interest will be distributed by the end of the calendar year containing the fifth anniversary of the Beneficiary's death (or of the spouse's death in the case of the surviving spouse's death before distributions are required to begin tinder paragraph (2)(ii) above). (iv) The amount to be distributed each year under paragraph (2)(i) or(ii) is the quotient to be obtained by dividing the value of the IRA as of the end of the preceding year by the remaining life expectancy specified in such paragraph. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's age in the year specified in paragraph (2)(i) or(ii) and reduced by 1 for each subsequent year. (v) The"value" of the IRA includes the amount of any outstanding rollover, transfer and recharacterization under Q&-As-7 and-8 of Section 1.408-8 of the Income Tax Regulations. (vi) If the sole Beneficiary is the Employee's surviving spouse, the spouse may elect to treat the IRA as his or her own IRA. This election will be deemed to have been made if such surviving spouse makes a contribution to the IRA or fails to take required distributions as a Beneficiary. (g) Nonforfeitable. The interest of an Employee in the balance in his or her Deemed IRA account is nonforfeitable at all times. (h) Reporting. The Deemed IRA Trustee of a Deemed Traditional IRA shall furnish annual calendar-year reports concerning the status of the Deemed IRA account and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue. (i) Substitution of Deemed IRA Trustee. If the Deemed IRA Trustee is a non-bank trustee or custodian, the non- bank trustee or custodian shall substitute another trustee or custodian if the non-bank trustee or custodian receives notice from the Commissioner of Internal Revenue that such substitution is required because it has failed to comply with the requirements of Section 1.408-2(e) of the Income Tax Regulations and Section 1.408-2T of the Income Tax Regulations 17 9.06 Deemed Roth IRA Requirements. Deemed IRAs established in the form of Roth IRAs shall satisfy the following requirements: (a) Exclusive Benefit. The Deemed Roth IRA shall be established for the exclusive benefit of an Employee or his or her Beneficiaries. (b) Maximum Annual Contributions. (1) Maximum Permissible Amount. Except in the case of a qualified rollover contribution or recharacterization (as defined in (6) below), no contribution will be accepted unless it is in cash and the total of such contributions to all the Employee's Roth IRAs for a taxable year does not exceed the applicable amount (as defined in (2) below), or the Employee's compensation (as defined in (8) below) if less, for that taxable year. The contribution described in the previous sentence that may not exceed the lesser of the applicable amount or the Employee's compensation is referred to as a "regular contribution." A"qualified rollover contribution" is a rollover contribution that meets the requirements of Section 408(d)(3) of the Code, except the one-rollover-per-year rule of Section 408(d)(3)(B) does not apply if the rollover contribution is from another IRA other than a Roth IRA (a"nonRoth IRA"). Contributions may be limited under (3) through (5) below. (2) Applicable Amount. The applicable amount is determined under(1) or (ii) below_ (1) If the Employee is under age 50, the applicable amount is: $3,000 for any taxable year beginning in 2002 through 2004; $4,000 for any taxable year beginning in 2005 through 2007; and $5,000 for any taxable year beginning in 2008 and years thereafter. (ii) If the Employee is 50 or older, the applicable amount is: $3,500 for any taxable year beginning in 2002 through 2004; $4,500 for any taxable year beginning in 2005; $5,000 for any taxable year beginning in 2006 through 2007;and $6,000 for any taxable year beginning in 2008 and years thereafter. After 2008, the limits in paragraph (2)(i) and (ii) above will be adjusted by the Secretary of the Treasury for cost-of-living increases under Section 219(b)(5)(C) of the Code. Such adjustments will be in multiples of$500. (3) If(i) and/or (ii) below apply, the maximum regular contribution that can be made to all the Employee's Roth IRAs for the taxable year is the smaller amount determined under (i) or(ii). 18 Filing Status Single or Head of Household (i) The maximum regular contribution is phased out ratably between certain levels of modified adjusted gross income ("modified AGI," defined in (7) below) in accordance with the following table: Full Contribution $95,000 or less Modified AGI Phase-out Between $95,000 and $110,000 No Contribution $1"10,000 or more Joint Return or Qualifying $150,000 or less Between$150,000 $160,000 and$160,000 or more Widower Married- $0 Between $0 $10,000 Separate Return and$10,000 or more If the Employee's modified AGI for a taxable year is in the phase-out range, the maximum regular contribution determined under this table for that taxable year is rounded up to the next multiple of$10 and not reduced below$200. (ii) If the Employee makes regular contributions to both Roth and nonRoth IRAs for a taxable year, the maximum regular contribution that can be made to all the Employee's Roth IRAs for that taxable year is reduced by the regular contributions made to the Employee's nonRoth IRAs for the taxable year. (4) Qualified Rollover Contribution Limit. A rollover from a nonRoth IRA cannot be made to this IRA if, for the year the amount is distributed from the nonRoth IRA,(i) the Employee is married and files a separate return, (ii) the Employee is not married and has modified AGI in excess of$100,000 or (iii) the Employee is married and together the Employee and the Employee's spouse have modified AGI in excess of$100,000. For purposes of the preceding sentence, a husband and wife are not treated as married for a taxable year if they have lived apart at all times during that taxable year and file separate returns for the taxable year. (5) SIMPLE-IRA Limits. No contributions will be accepted under a SIMPLE IRA plan established by any employer pursuant to Section 408(p) of the Code. Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan,prior to the expiration of the 2-year period beginning on the date the Employee first participated in that employer's SIMPLE IRA plan. (6) Recharacterization. A regular contribution to a nonRoth IRA may be recharacterized pursuant to the rules in Section 1.408A-5 of the Income Tax Regulations as a regular contribution to this IRA, subject to the limits in (3) above. (7) ModifiedAGL For purposes of(3) and (4) above, an Employee's modified AGI for a taxable year is defined in Section 408A(c)(3)(C)(1) of the Code and does not include any amount included in adjusted gross income as a result of a rollover from a nonRoth IRA (a"conversion"). (8) Compensation. For purposes of(1) above, compensation is defined as wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits,commissions on insurance premiums, tips and bonuses) and includes earned income, as defined in Section 401(c)(2) of the Code (reduced by the deduction the self-employed individual 19 takes for contributions made to a self-employed retirement plan). For purposes of this definition, Section 401(c)(2) of the Code shall be applied as if the term trade or business for purposes of Section 1402 of the Code included service described in subsection (c)(6). Compensation does not include amounts derived from or received as earnings or profits from property(including but not limited to interest and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation. The term "compensation"shall include any amount includible in the Employee's gross income under Section 71 of the Code with respect to a divorce or separation instrument described in subparagraph (A) of Section 71(b)(2) of the Code In the case of a married Employee filing a joint return, the greater compensation of his or her spouse is treated as his or her own compensation but only to the extent that such spouse's compensation is not being used for purposes of the spouse making a contribution to a Roth IRA or a deductible contribution to a nonRoth IRA. (c) Collectibles. If the Deemed IRA Trust acquires collectibles within the meaning of Section 408(m) of the Code after December 31, 1981, Deemed IRA Trust assets will be treated as a distribution in an amount equal to the cost of such collectibles. (d) Life Insurance Contracts. No part of the Deemed IRA Trust funds will be invested in life insurance contracts. (e) Distributions Before Death. No amount is required to be distributed prior to the death of the Employee for whose benefit the account was originally established. (f) Minimum Required Distributions. (1) Notwithstanding any provision of this IRA to the contrary, the distribution of the Employee's interest in the account shall be made in accordance with the requirements of Section 408(a)(6) of the Code, as modified by section 408A(c)(5), and the regulations thereunder, the provisions of which are herein incorporated by reference. If distributions are made from an annuity contract purchased from an insurance company,distributions thereunder must satisfy the requirements of section 1.401(a)(9)-6T of the Temporary Income Tax Regulations (taking into account Section 408A(c)(5) of the Code) (or Section 1.401(a)(9)-6 of the Income Tax Regulations,as applicable),rather than the distribution rules in paragraphs (2), (3) and (4) below. (2) Upon the death of the Employee, his or her entire interest will be distributed at least as rapidly as follows: (1) If the Beneficiary is someone other than the Employee's surviving spouse, the entire interest will be distributed,starting by the end of the calendar year following the year of the Employee's death, over the remaining Iife expectancy of the Beneficiary,with such life expectancy determined using the age of the beneficiary as of his or her birthday in the year following the year of the Employee's death,or, if elected, in accordance with paragraph (2)(iii) below. (ii) If the Employee's sole Beneficiary is the Employee's surviving spouse, the entire interest will be distributed starting by the end of the calendar year following the calendar year of the Employee's death (or by the end of the calendar year in which the Employee would have attained age 70-1/2,if later),over such spouse's life, or, if elected, in accordance with paragraph (2)(iii) below. If the surviving spouse dies before distributions are required to begin, the remaining interest will be distributed,starting by the end of the calendar year following the calendar year of the spouse's death, over the spouse's Beneficiary's remaining life expectancy determined using such Beneficiary's age as of his or her birthday in the year following the death of the spouse, or, if elected,will be distributed in accordance with paragraph (2)(iii) below. If the surviving spouse dies after distributions are required to begin, any remaining interest will be distributed over the spouse's remaining life expectancy determined using the spouse's age as of his or her birthday in the year of the spouse's death. 20 (iii) If there is no Beneficiary, or if applicable by operation of paragraph (2)(i) or (2)(u) above, the entire interest will be distributed the end of the calendar year containing the fifth anniversary of the Employee's death (or of the spouse's death in the case of the surviving spouse's death before distributions are required to begin under paragraph 2(ii) above). (iv) The amount to be distributed each year under paragraph (2)(1) or (ii) is the quotient obtained by dividing the value of the IRA as of the end of the preceding year by the remaining life expectancy specified in such paragraph. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's age in the year specified in paragraph (2)(i) or (ii) and reduced by 1 for each subsequent year. (3) The"value" of the IRA includes the amount of any outstanding rollover, transfer and recharacterization under Q&As-7 and-8 of Section 1.408-8 of the Income Tax Regulations. (4) If the sole Beneficiary is the Employee's surviving spouse, the spouse may elect to treat the IRA as his or her own IRA. This election will be deemed to have been made if such surviving spouse makes a contribution to the IRA or fails to take required distributions as a Beneficiary. (g) Nonforfeitable. The interest of an Employee in the balance in his or her account is nonforfeitable at all times. (h) Reporting. The Deemed IRA Trustee of a Deemed Roth IRA shall furnish annual calendar-year reports concerning the status of the Deemed IRA account and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue. (1) Substitution of Deemed IRA Trustee. If the Deemed IRA Trustee is a non-bank trustee or custodian, the non- bank trustee or custodian shall substitute another trustee or custodian if the non-bank trustee or custodian receives notice from the Commissioner of Internal Revenue that such substitution is required because it has failed to comply with the requirements of Section 1.408-2(e) of the Income Tax Regulations and Section 1.408-2T of the Income Tax Regulations. Article X. Non-Assignability 10.01 General. Except as provided in Article VIII and Section 10.02, no Participant or Beneficiary shall have any right to commute,sell, assign,pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, which payments and rights are expressly declared to be non-assignable and non-transferable. (a) Allowance of Transfers:To the extent required under a final judgment, decree, or order (including approval of a property settlement agreement) that (1) relates to the provision of child support,alimony payments, or marital property rights and (2) is made pursuant to a state domestic relations law, and (3) is permitted under Sections 414(p)(11) and (12) of the Code, any portion of a Participant's Account may be paid or set aside for payment to a spouse, former spouse, child,or other dependent of the Participant (an "Alternate Payee"). Where necessary to carry out the terms of such an order, a separate Account shall be established with respect to the Alternate Payee who shall be entitled to make investment selections with respect thereto in the same manner as the Participant. Any amount so set aside for an Alternate Payee shall be paid in accordance with the form and timing of payment specified in the order. Nothing in this Section shall be construed to authorize any amount to be distributed under the Plan at a time or in a form that is not permitted under Section 457(b) of 21 the Code and is explicitly permitted under the uniform procedures described in Section 10.2(d) below. Any payment made to a person pursuant to this Section shall be reduced by any required income tax withholding. (b) Release from Liability to Participant: The Employer's liability to pay benefits to a Participant shall be reduced to the extent that amounts have been paid or set aside for payment to an Alternate Payee to paragraph (a) of this Section and the Participant and his or her Beneficiaries shall be deemed to have released the Employer and the Plan Administrator from any claim with respect to such amounts. (c) Participation in Legal Proceedings: The Employer and Administrator shall not be obligated to defend against or set aside any judgment, decree, or order described in paragraph (a) or any legal order relating to the garnishment of a Participant's benefits, unless the full expense of such legal action is borne by the Participant. In the event that the Participant's action (or inaction) nonetheless causes the Employer or Administrator to incur such expense, the amount of the expense may be charged against the Participant's Account and thereby reduce the Employer's obligation to pay benefits to the Participant. In the course of any proceeding relating to divorce,separation, or child support, the Employer and Administrator shall be authorized to disclose information relating to the Participant's Account to the Alternate Payee (including the legal representatives of the Alternate Payee), or to a court. (d) Determination of Validity ofDomestic Relations Orders:The Administrator shall establish uniform procedures for determining the validity of any domestic relations order. The Administrator's determinations under such procedures shall be conclusive and binding on all parties and shall be afforded the maximum amount of deference permitted by law. 10.03 IRS Levy. Notwithstanding Section 10,0 1, the Administrator may pay from a Participant's or Beneficiary's Account balance the amount that the Administrator finds is lawfully demanded under a levy issued by the Internal Revenue Service with respect to that Participant or Beneficiary or is sought to be collected by the United States Government under a judgment resulting from an unpaid tax assessment against the Participant or Beneficiary. 10.04 Mistaken Contribution. To the extent permitted by applicable law, if any contribution (or any portion of a contribution) is made to the Plan by a good faith mistake of fact, then after the payment of the contribution, and upon receipt in good order of a proper request approved by the Administrator, the amount of the mistaken contribution (adjusted for any income or loss in value, if any, allocable thereto) shall be returned directly to the Participant or, to the extent required or permitted by the Administrator, to the Employer. 10.05 Payments to Minors and Incompetents. If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable if giving valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such persons as the Administrator may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan. 10.06 Procedure When Distributee Cannot Be Located. The Administrator shall make all reasonable attempts to determine the identity and address of a Participant or a Participant's Beneficiary entitled to benefits under the Plan. For this purpose,a reasonable attempt means (a) the mailing by certified mail of a notice to the last known address shown on the Employer or Administrator's records, (b) notification sent to the Social Security Administration or the Pension Benefit Guarantee Corporation (under their program to identify payees under retirement plans), and (c) the payee has not responded within 6 months. If the Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Trust shall continue to hold the benefits due such person. Article XI. I1 elationslaip to Other flans and Employment Agreements This Plan serves in addition to any other retirement, pension,or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer's employees, and participation hereunder shall not affect benefits receivable under any such plan or system. Nothing contained in this Plan shall be deemed to constitute an employment contract or agreement 22 between any Participant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. Article XII. Amendment or Termination of Plan The Employer may at any time amend this Plan provided that it transmits such amendment in writing to the Administrator at least 30 days prior to the effective date of the amendment. The consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator hereunder if it disapproves of such amendment. The Administrator may at any time propose an amendment to the Plan by an instrument in writing transmitted to the Employer at least 30 days before the effective date of the amendment. Such amendment shall become effective unless,within such 30-day period, the Employer notifies the Administrator in writing that it disapproves such amendment, in which case such amendment shall not become effective. In the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. The Employer may at any time terminate this Plan. In the event of termination,assets of the Plan shall be distributed to Participants and Beneficiaries as soon as administratively practicable following termination of the Plan. Alternatively, assets of the Plan may be transferred to an eligible deferred compensation plan maintained by another eligible governmental employer within the same State if(a) all assets held by the Plan (other than Deemed IRAs) are transferred; (b) the receiving plan provides for the receipt of transfers; (c) the Participants and Beneficiaries whose deferred amounts are being transferred will have an amount immediately after the transfer at least equal to the deferred amount immediately before the transfer; and(d) the Participants or Beneficiaries whose deferred amounts are being transferred is not eligible for additional annual deferrals in the receiving plan unless the Participants or Beneficiaries are performing services for the employer maintaining the receiving plan. Except as may be required to maintain the status of the Plan as an eligible deferred compensation plan under Section 457(b) of the Code or to comply with other applicable laws, no amendment or termination of the Plan shall divest any Participant of any rights with respect to compensation deferred before the date of the amendment or termination. Article XIII. Applicable Law This Plan and Trust shall be construed under the laws of the state where the Employer is located and is established with the intent that it meet the requirements of an "eligible deferred compensation plan" under Section 457(b) of the Code,as amended. The provisions of this Plan and Trust shall be interpreted wherever possible in conformity with the requirements of that Section of the Code. In addition, notwithstanding any provision of the Plan to the contrary, the Plan shall be administered in compliance with the requirements of Section 414(u) of the Code. Article XIV. Gender and Number The masculine pronoun,whenever used herein,shall include the feminine pronoun, and the singular shall include the plural, except where the context requires otherwise. 23 ! . This Declaration of Trust(the"Group Trust Agreement")is made as of the 19th day of May,2001,by VantageTrust Company, which declares itself to be the sole Trustee of the trust hereby created. WHEREAS,the ICMA Retirement Trust was created as a vehicle for the commingling of the assets of governmental plans and governmental units described in Section 818(a)(6)of the Internal Revenue Code of 1986,as amended, pursuant to a Declaration of Trust dated October 4, 1982,as subsequently amended,a copy of which is attached hereto and incorporated by reference as set out below(the"ICMA Declaration");and WHEREAS, the trust created hereunder(the"Group Trust") is intended to meet the requirements of Revenue Ruling 81- 100, 1981-1 C.B.326,and is established as a common trust fund within the meaning of Section 391:1 of Title 35 of the New Hampshire Revised Statutes Annotated,to accept and hold for investment purposes the assets of the Deferred Compensation and Qualified Plans held by and through the ICMA Retirement Trust. NOW,THEREFORE,the Group Trust is created by the execution of this Declaration of Trust by the Trustee and is established with respect to each Deferred Compensation and Qualified Plan by the transfer to the Trustee of such Plan's assets in the ICMA Retirement Trust, by the Trustees thereof,in accord with the following provisions: (a) Incorporation ofICMA Declaration by Reference,-ICMA By-Laws. Except as otherwise provided in this Group Trust Agreement,and to the extent not inconsistent herewith,all provisions of the ICMA Declaration are incorporated herein by reference and made a part hereof,to be read by substituting the Group Trust for the Retirement Trust and the Trustee for the Board of Trustees referenced therein. In this respect, unless the context clearly indicates otherwise,all capitalized terms used herein and defined in the ICMA Declaration have the meanings assigned to them in the ICMA Declaration.In addition,the By-Laws of the ICMA Retirement Trust,as the same may be amended from time-to-time,are adopted as the By-Laws of the Group Trust to the extent not inconsistent with the terms of this Group Trust Agreement. Notwithstanding the foregoing,the terms of the ICMA Declaration and By-Laws are further modified with respect to the Group Trust created hereunder,as follows: any reporting,distribution,or other obligation of the Group Trust vis-a-vis any Deferred Compensation Plan, Qualified Plan,Public Employer, Public Employer Trustee,or Employer Trust shall be deemed satisfied to the extent that such obligation is undertaken by the ICMA Retirement Trust(in which case the obligation of the Group Trust shall run to the ICMA Retirement Trust);and 2. all provisions dealing with the number,qualification,election, term and nomination of Trustees shall not apply,and all other provisions relating to trustees(including,but not limited to,resignation and removal)shall be interpreted in a manner consistent with the appointment of a single corporate trustee. (b) Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 are applicable to the Group Trust as follows: Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws,investment in the Group Trust is limited to assets of Deferred Compensation and Qualified Plans,investing through the ICMA Retirement Trust. Pursuant to the By-Laws,the Group Trust is adopted as a part of each Qualified Plan that invests herein through the ICMA Retirement Trust. 3. In accord with the By-Laws,that part of the Group Trust's corpus or income which equitably belongs to any Deferred Compensation and Qualified Plan may not be used for or diverted to any purposes other than for the exclusive benefit of the Plan's employees or their beneficiaries who are entitled to benefits under such Plan. 4. In accord with the By-Laws, no Deferred Compensation Plan or Qualified Plan may assign any or part of its equity or interest in the Group Trust,and any purported assignment of such equity or interest shall be void. (c) Governing Law. Except as otherwise required by federal,state or local law, this Declaration of Trust (including the ICMA Declaration to the extent incorporated herein) and the Group Trust created hereunder shall be construed and determined in accordance with applicable laws of the State of New Hampshire. (d) judicial Proceedings. The Trustee may at any time initiate an action or proceeding in the appropriate state or federal courts within or outside the state of New Hampshire for the settlement of its accounts or for the determination of any question of construction which may arise or for instructions. IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day and year first above written. VANTAGETR`UST COMPANY By: Name: Paul E Gallagher Title: Secretary 2 Page 1 of 6 6/3/2008 4:39 PM TOWN OF WESTLAKE Invoices Received: 05/12/08 thru 06/01/08 For Review by Board on 06/09/08 7Gump Ill ; Akin 1186825 460.00 100 43325 i,Leg!islative Fee s All About Recognition 56889 288.00 100 43520 11 IService recognitions for: Mayor&3 Aldermen Alliance Reg'l Newspapers 04302008 167.98 100 45405 11 Planning-Zoning: Hillwood 3771170 Corners Engraving/etching on Waterford vase for Barbara Brizueia;marble Artisan Studio 2082 80.00 100 43520 11 vase with etching for vase AT&T LD 1 (810755838) 05042008 58.84 100 45305 11 Town-70%Long Distance Service allocation Banc of America Leasing 010375782 257.61 100 44302 11 ,100%Copier Lease DP3520 Admin Corporate Couriers 65093 28.20 100 46120 11 lCourier Service: P&Z/Development Dallas Business Journal 705761 95.00 100 46115 11 One year subscription Sales tax rebate thru quarter ended March 2008(per economic Fidelity Investments CR052708 123,352.13 100 46524 11 development agreement)1%payable to Fidelity Town Engineering Fees: DRC meeting for Deloitte&US 377 Graham Associates, Inc. 080402 1,460.00 100 46215 11 commercial projects Name plates for: Thomas Brymer,Mark Rosevear,Laura Wheat Identitec 947-508-05 160.00 100 46190 11 &Carol Langdon Joseph Lopez CRO52108 21.48 100 1 46106 11 Reimbursement for hospitality items:1000 ct foam cups Reimbursement for hospitality items&flowers/bouquets for Kim Sutter CR050608 79.52 100 46106 11 outgoing Board members: May 19,2008 Board Meeting Maguire Partners#202 06012008 250.21 100 46220 11 Utilities-Town 50%allocation Maguire Partners#202 06012008 5,140.56 100 44410 11 Rent-Town 50%allocation Maguire Partners#207 06012008 13.34 100 46220 11 Utilities-Town Secretary 3.67%(Based on sq.footage) Maguire Partners#207 06012008 249.86 100 44410 11 Rent-Town Secretary 3.67%(Based on sq.footage) Maguire Partners#207 06012008 324.57 100 46220 11 Utilities-Court 89.34%(Based on sq.footage) Maguire Partners#207 06012008 6,078.20 100 44410 11 Rent-Court 89.34%(Based on sq.footage) Northwest Metroport 4002 22.00 100 45830 11 Monthly Luncheon-Scott Bradley Office Depot 430324062-001 10.99 100 46106 11 1 pk of hot cups&1 pk of towels Large binder clips,laserjet cartridge,post-it notes&package of Office Depot 430324062-001 133.59 100 46105 11 note pads Office Depot 429793143-001 8.00 100 46106 11 Hospitality items Office Depot 429793005-001 64.34 100 46105 11 2/cases of copy paper Office Depot 429793005-001 21.55 100 46106 11 Sugar,sweetener,coffeemate&creamer Office Depot 428562901-001 86.63. 100 46105 11 Envelopes,small binder clips&letter file pockets Office Depot 428729737-001 23.55 100 46105 11 1 Legal hanging folders Office Depot 428729776-001 8.00 100 46106 11 lHospitality items Office Depot 428993477-001 20.32 100 46106 11 4/cases of water bottles Office Depot 428993477-001 135.25 100 46105 11 Business card holder,copy paper&variety of color paper Office Depot 429007713-001 163.78 100 46105 11 Rotary file&cartridge Office Depot 429236610-001 42.28 100 46105 11 Desk lamp&steno pads Todd Wood I-RO520011 5.01 25 11 to Barnes&Noble and Wal-Mart Page 1 of 6 6/3/2008 4:39 PM TOWN OF WESTLAKE Invoices Received: 05/12/06 thru 06/01/06 For Review by Board on 06/09/06 m� Nam Todd Wood ER052008 11.64 100 46106 11 3/20 pack of bottled water Todd Wood ER052008 23.97 100 46105 11 Office supplies Valero 11 05162008 46.56 100 46215 11 Pool Vehicle Fuel Vickie Brown PR053008 387.50 100 43335 11 Contract Labor-Administration Total Administration j 939,780:50 Valero 06 05162008 69.07 100 46215 12 Building Official Vehicle Fuel Total Building i ; 69.07 Alliance Reg'I News 04302008 294.64 100 45405 13 Public Ads-Ordinances/Bids/P&Z 64 supplement pages,graps&updating electronic database(12 Municipal Code Corp. 98412 1,582.48 100 46185 13 copies of supplement No 9 to the code of ordinances) Membership dues for local chapter of the TMCA as required for N.TX Municipal Clerks CR052908 25.00 100 46615 13 certification Northwest Metroport 4002 22.00 100 45830 13 Monthly Luncheon-Kim Sutter Cancellation notice of P&Z&Board of Aldermen meeting: May Star Telegram 297049871 99.71 100 45405 13 19,2008 Star Telegram 296823761 137.95 100 45405 13 Notice of P&Z&Board of Aldermen meeting: May 19,2008 Total Town Sbcretary ' 2,161.78 AT&T 825.147.526 05152008 66.30 100 45310 14 Mobile Phone(Ambulance&Fire Truck) Atmos Energy 00181228 05192008 33.89 100 46225 14 Fire Station Gas Service Austin Hardware 822737 37.18 100 46215 14 Door latch for M481 Electrical work at Fire Station: 2 light boxes, 1 light box for motion Big Bear Electric,Inc. 07-575 1,200.00 100 44212 14 sensor,1 duplex receptacle and install electrical panel Diversified Inspections 164812-DIITL 98.64 100 46215 14 Ladder testing Emerg.Eqpmt of N.TX 8057 1,036.00 100 46215 14 Rear brake job on Engine 481 GST Public Safety 2008009294 767.02 100 46605 14 EMS Uniforms: T-shirts,patches,name tapes&various items Home Depot 9024895 23.79 100 46155 14 2/Shop towels&5/Painting mits Home Depot 4114557 11.97 100 46155 14 1/Utility rope Home Depot 2042291 54.90 100 46155 14 Paint&brushes for hydrants Huguley Assessment Ctr 448 400.00 100 43125 14 Assessment for: Jonathan Duncan Kwik Kar 00001-01654914 14.50 100 46215 14 M481 state inspection Mary A.Connell,Ed.D. 714 225.00 100 43135 14 Employment evaluation for: Jonathan Duncan Matheson Tri-Gas 662360 85.14 100 46615 14 Medical supplies Nortex Modular Space 21371 618.75 100 45325 14 Building Lease-Fire Station: June 2008 Office Depot 429793005-001 90.88 100 46105 14 Print cartridge&laminating business card pouches Office Depot 428562901-001 72.92 100 46105 14 Dry erase markers,highlighters,pens,post-it notes&batteries Page 2 of 6 6/3/2008 439 PM TOWN OF WESTLAKE Invoices Received: 05/12/08 thru 06/01/08 For Review by Board on 06/09/08 Training for 2 Fire Dept employees for the American Heart Assoc Rescue 1 080508 110.00 100 45830 14 Advanced Cardiac Life Support Richard Whitten ER052808 44.82 100 44213 14 Firefighter Supplies Roanoke Auto Supply 596381 12.79 100 46215 14 Grounds lights Roanoke Auto Supply 596680 6.92 100 46215 14 Wind shield wipers M481 Southeaster Emergency 241636 127.70 100 46615 14 Medical Supplies: Cricothrotomy Set Southeastern Emergency 237235 (111.37) 100 46615 14 Credit invoice*231011 -valve regulator Southeastern Emergency 241906 127.70 100 46615 14 Medical Supplies: Cricothrotomy Set Southeastern Emergency 239951 189.45 100 46615 14 Medical Supplies: Pads,probe covers&various supplies Stericycle 4000060129 14.33 100 46615 14 Hazardous Waste Management Fee Valero 01 05162008 602.75 100 46215 14 EMS Vehicle Fuel-M481 Valero 03 05162008 747.67 100 46215 14 EMS Vehicle Fuel-E481 Valero 04 05162008 142.52 100 46215 14 EMS Vehicle Fuel-Tahoe Verizon 8173374722-1 05042008 120.69 100 45305 14 Fire Station Telephone Verizon 8173374722-2 05042008 59.95 100 45315 14 Fire Station Internet Line World Point 480161 38.75 100 46130 14 CPR Cards&Books Total Fire Dept. I 7,07,1.55,1 Office Depot 430467733-001 10.77 100 45105 15 Thermal paper Office Depot 430373969-001 19.04 100 46106 15 2/cases of water bottles&3 rolls of towels Office Depot 430373969-001 329.19 100 46105 15 Toner cartridges&copy paper Valero 07 05162008 116.64 100 46215 15 Marshall Vehicle Fuel Total Court 475.64 : ' Brock Paving Industries 08-00-09 3,845.00 100 44303 16 Road Repairs&Maintenance Rodgers Construction W080513-01 973.08 100 43214 16 Storm drain investigate and clean Valero 05 05162008 173.57 100 46215 16 Public Works Vehicle Fuel @ 50% Total Public Works 4,991.65 Access Lift&Svc 05060812 100.00 100 45903 17 Elevator Maintenance for the month of April 2008 Keys&trip charge for Town Office at Solana to repair kepad& DFW Safe&Lock 55276 66.50 100 44212 17 1handle at court DFW Safe&Lock 55281 161.75 100 44212 17 1 Keys/door repairs&trip charge Hadden Landscaping 27814 87.50 100 43344 17 Irrigation inspection @ Dove Road&Triangle: April 2008 Landscape maintenance for the Westlake Municipal Complex: Hadden Landscaping 27730 1,977.30 100 43348 17 April 2008 Hadden Landscaping 28142 87.50 100 43344 17 Irrigation inspection @ Dove Road&Triangle: May 2008 Page 3 of 6 6/3/2008 4:39 PM TOWN OF WESTLAKE Invoices Received: 05/12/08 thru 06/01/08 For Review by Board on 06/09/08 ewe � o Hadden Landscaping 28207 145.00 100 43344 17 Mow&weedeat: Vaquero Median&Ottinger Road: May 2008 Hadden Landscaping 28209 500.00 100 43348 17 Tractor mow&weedeat behind Academy Landscape maintenance for the Westlake Municipal Complex: Hadden Landscaping 28063 1,977.30 100 43348 17 1 May 2008 Hadden Landscaping 28181 55.00 100 43348 17 Install flowers Hadden Landscaping 27913 145.00 100 43344 17 Mow,edge,weedeat: Vaquero Median-April 2008 Hadden Landscaping 28231 346.05 100 43340 17 Academy: irrigation repairs Home Depot 0024802 36.85 100 44306 17 Build stage for May 26,2008 event Humphrey&Associates 66135 216.37 100 44218 17 Lamp and Bulb Supplies/Materials Leslie's Pool 1067475 386.49 100 44225 17 Install drain for filter at the Academy Logical Solutions 100989 2,975.00 100 44219 17 Replacement module for hot water system Longhorn,inc. S1678669.001 5.93 100 43340 17 Repairs for irrigation system Installed foot valve,calibrated and checked operation on pump M.P.S.Inc. 03632 1,289.44 100 43340 17 from pond to irrigation system Maguire Partners 060841 10.00 100 44212 17 Two keys for Key#509 in Suite#202 Nextel 392123723-043 141.60 100 45310 17 Mobile Phone charges for Troy Meyer Office Depot 428993477-001 98.60 100 46105 17 Laser pointer pen,hole puncher,rotary file,pads&markers Old Faithful Fountains 5745 834.47 100 44213 17 Pump for irrigation system Panda Embroidery 53874 160.00 100 46605 17 Embroidery for Uniforms TD Industries NTS1034683 490.53 100 45911 17 A/C Unit needed to be re-charged with R-22 TD Industries NTS1037547 (278.00) 100 43340 17 Credit Invoice#NTS1019879: Leak repair on 2 inch irrigation line TD Industries NTS1026152 904.85 100 45910 17 Boiler check TD Industries NTS1028001 1,195.61 100 45910 17 Repair to boiler Mileage: Pickup maps of cemetery from Mr.Fanning's home, meeting at Academy,met with contract about water leak,met Troy Meyer ER051208 42.93 100 46215 17 survey crew at cemetery&groundbreaking meeting off site Valero 10 05162008 74.61 100 46215 17 Facilities Vehicle Fuel @ 50% Total Facilities/Grounds Fee for services rendered in connection with the Annual Lawrence Financial 03262008 1,500.00 100 43245 18 Continuing Disclosure Report Xact 134112 27.50 100 46125 18 Printing of Business Cards for Todd Wood,SPHR,IPMA-CP Total Finance 9,527.50 t t Arbor Day Foundation 05282008 10.00 100 45911 19 Tree City USA contribution for shrub to be used on campus Mow&weedeat Westlake Cemetery&Mow vacant house:April Hadden Landscaping 27881 448.03 100 44306 19 12008 Landscape maintenance for Westlake Triangle/Dove Road: May Hadden Landscaping 28143 22.36 100 43349 19 2008(50%to HOA) Landscape maintenance for Westlake Triangle/Dove Road: April Hadden Landscaping 27815 22.36 100 43349 19 2008(50%to HOA) Page 4 of 6 6/3/2008 439 PM TOWN OF WESTLAKE Invoices Received: 05/12/08 thru 06/01/08 For Review by Board on 06/09/08 .® My Landscape maintenance for the Westlake Glenwyck Trail Area: Hadden Landscaping 27729 1,220.83 11 100 43349 19 April 2008(50%to HOA) Landscape maintenance for the Westlake Glenwyck Trail Area: Hadden Landscaping 28062 1,220.83 100 43349 19 May 2008(50%to HOA) Mow&weedeat Westlake Cemetery&Mow vacant house:May Hadden Landscaping 28210 438.28 100 44306 19 2008 Lake maintenance services to the four ponds located near Texas AquaServe,LP 04302008 474.92 100 1 45911 19 1 Glenwyck for the month of April 2008(50%to HOA) Troy Meyer ER051208 30.54 100 46215 19 New gas gauge&gas for mule Valero 10 05162008 74.61 100 46215 19 Park&Recs Vehicle Fuel @ 50% Total Packs/Recreation £ t1 rt 3,562.76 ( Computer Equipment&Software: MS Office Pro Plus 2007&MS CDW KJT4900 56.00 100 43405 20 Office Std 2007 Computer power supply,migration software&books for leadership Todd Wood ER052008 1 286.20 100 43405 20 Iteam Total-IT Qept. i 342.20. € Atmos Energy 1812050 05192008 347.72 199 13020 0 Academy Gas Service -100% Hotel&restaurant charges for: Mark Rosevear(04/20/08 thru Marriott International 337H103640 1,108.29 199 13020 0 04/25/08) Tri-County Elec.150-505- 05212008 8,122.10 199 13020 0 Academy Electric t Total.Academy Fund 9,578.11 AT&T LD 2(810755838) 05042008 12.61 220 45305 11 Visitor Fund-15%Long Distance Service allocation Maguire Partners#202 06012008 125.10 220 46220 11 Utilities-Visitor Fund 25%allocation Maguire Partners#202 06012008 2,570.28 220 44410 11 Rent-Visitor Fund 25%allocation I Due.from Visitor Fund, 2,707.99 Cemetery: one year system support/maintenance(09/13/08 thru Ramaker C1802-6 450.00 255 43405 0 09/12/09) Due from Cemetery Fund I 450.00 , Pate Engineers 0103564 7,078.23 410 16600 13 Arts&Science Building-Engineering and Surveying Services Pate Engineers 0102993 6,518.00 410 16600 13 Arts&Science Building-Engineering and Surveying Services Due from Capital Projects ! i 13,696.23 � 3 Domestic back flow prevention inspection: 1900 S Hwy 377- 1-A Fire Testing 6914 100.00 500 44123 16 Pump Station AA Wrecker Service 153193 75.00 500 46215 16 2002 White Ford F-150: Pull out of pond American Leak 11114 265.00 500 44112 16 Commercial leak detection AT&T LD 3(810755838) 05042008 12.61 500 45305 16 Utility Fund-15%Long Distance Service allocation Atlas Utility Supply 156419 1,672.00 500 44112 1 16 4/1"meters&10/1"electronic registers Page 5 of 6 6/3/2008 4:39 PM TOWN OF WESTLAKE Invoices Received: 05/12/08 thru 06/01/08 For Review by Board on 06/09/08 01 Atlas Utility Supply 156479 171.13 500 44112 62 2/meter adapters Data Prose 49327 222.98 500 44135 16 Utility Billing Processing for April 2008 Fort Worth Water Dept 05212008 23,295.35 500 44105 16 Water Volume Purchases Fort Worth Water Dept 05212008 17,612.18 500 44110 16 Water Peak Payment Fort Worth Water Dept 05212008 50.00 500 44106 16 Water Service Charge Engineering Fees-Utility Fund: Preparation of application to amend CCN(Certificate of Convenience&Necessity),mapping& documents associated with application to remove Johny Graham Associates, Inc. 080402 4,575.00 500 43220 16 Automotive tract from Town CCN. Home Depot 3024862 68.76 500 44130 16 PVC,adapters&various items Home Depot 3024862 24.97 500 44226 16 1/Shovel International Diving Svcs 755 1,500.00 500 44119 16 In-service cleaning of 685 TG Ground Tank Keller(City of) 05272008A 39.89 500 44312 16 Keller Waste Water-acct 094-0000102-000 Keller(City of) 05272008 78.81 500 44312 16 Keller Waste Water-acct 094-0000100-000 Maguire Partners#202 06012008 125.10 500 46220 16 Utilities-Utility Fund 25%allocation Maguire Partners*202 06012008 2,570.28 500 44410 16 Rent-Utility Fund 25%allocation Rodgers Construction W080513-01 3,270.52 500 44112 16 1 Repair fire hydrant,investigate leaking valve&materials lWater service relocate&adjust manhole ring and cover at 2005 Rodgers Construction W080513-01 2,363.17 500 44130 16 JWoodthrush&Parts to raise manhole Tri-County Elec.8006064 05212008 15.45 500 46222 16 On-Line Meter Electric Service Trinity River Authority 1313 788 13,563.00 500 44115 16 TRA Wastewater Treatment Valero 05 05162008 173.57 500 46215 16 Utility Fund Vehicle Fuel @ 50% Oue,from Utility, 71,844.77 Maguire Partners#207 06012008 25.37 100 13100 0 Utilities-Texas Student Housing 6.98%(Based on sq.footage) Maguire Partners#207 06012008 475.09-1 100 13100 0 Rent-Texas Student Housing 6.98%(Based on sq.footage) Due from TSH 600;46 273,294.39 Page 6 of 6 6/3/2008 4:39 PM Town of U, Le-stt-.1, Back up material has not been provided for this item. l" Town of Westlake Memo To: Honorable Mayor and Members of the Board of Aldermen From: Tom Brymer,Town Manager Subject: Regular Meeting of June 9,2008 Date: June 4,2008 ITEM Consider a Development Agreement Between the Town of Westlake, AIL Investment, L.P. (AIL) and Hillwood Alliance Services, LLC (HAS)Pertaining to Responsibilities and Funding for Certain Roadway Improvements/Extensions, Access, Buffers, Trail Improvements, Placement of Electric Lines Underground, as well as Filing of a Rezoning Application for the Remainder of the PD 3-3 Zoning District BACKGROUND This agreement, if approved, would establish between the Town, AIL, and HAS, the conditions, responsibilities, and funding for future Dove/JT Ottinger Road improvements, construction of a westerly road extending west from JT Ottinger Road to Highway 170, trail improvements along Dove Road, placement of electric lines underground, access to certain portions of Dove Road, and filing of rezoning application for the remainder of PD 3-3. During the discussion of the proposed Deloitte University project, a number of off-site access, infra- structure, and land use issues arose that can best be dealt with via a development agreement between the developer and the Town. This proposed development agreement is intended to deal with those issues. FUNDING If this development agreement is approved, the Town would be committing to improvements to Dove/JT Ottinger Roads. Under this agreement, the Town may choose to fund its portion of these improvements by using all or a portion of the monies that AIL will provide for AIL's portion of these improvements. AIL's maximum obligation for Dove Road improvements is set in this agreement at 50% of Dove Road improvements or$1.5 million, whichever is less. RECOMMENDATION Approval of the proposed development agreement. The agreement's primary points will be reviewed in a staff presentation at the meeting. ATTACHMENTS 1.) Resolution adopting the development agreement 2.) Proposed development agreement rr June 9, 2008 IDeloitte Steve Silverstein, Director Jon Eisele, Partner Cary Moon Staubach Bradley Selner, Executive Vice President Tommy Parrett, Executive Vice President Vinson c& Elkins, LLP Paul Martin, Attorney Hillwood Mike Berry, President Russell Laughlin, Senior Vice President Bill Burton, Senior Vice President Joe Schneider, Vice President Kelly,Hart and Hallman, LLP Chad Key, Attorney law,any third person or entity from obligations owing by them to any parry. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the owner of the DCLI Property shall be a third party beneficiary exclusively with regard to Sections 5.D.and 7.C.3. of this Agreement. L. Several Obligations. Notwithstanding anything to the contrary contained herein, this Agreement is not intended to create a relationship(contractual or otherwise)between HAS and AIL,but rather only between each of HAS and the Town and AIL and the Town. The Town agrees not to hold AIL liable or in default of its obligations hereunder for any failure of HAS to perform its obligations hereunder; and further agrees not to hold HAS liable or in default of its obligations hereunder for any failure of AIL to perform its obligations hereunder. M. Authority to Act. The parties each represent and warrant that the signatories on this Agreement are authorized to execute this Agreement and bind his/her principals to the terms and provisions hereof. Each party warrants that any action required to be taken in order for this Agreement to be binding on it has been duly and properly taken prior to the execution of this Agreement. [Signatures on following pages] 11 EXECUTED TO BE EFFECTIVE as of the day of ,2008. AIL INVES'T'MENT,L.P. a Texas limited partnership By: Hillwood Alliance Management, L.P., a Texas limited partnership, its general partner By: Hillwood Alliance GP,LLC, a Texas limited liability company, its general partner By:_ Name: Title: THE STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me on 2008, by of Hillwood Alliance GP, LLC, a Texas limited liability company,general partner of Hillwood Alliance Management,L.P.,a Texas limited partnership, general partner of AIL Investment,L.P., a Texas limited partnership, on behalf of said limited partnership. Notary Public, State of Texas 12 HILLWOOD ALLIANCE SERVICES,LLC, a Texas limited liability company By: Hillwood Development Company,LLC, a Texas limited liability company, its managing member By: Name: Title: THE STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me on ' 2008, by of Hillwood Development Company,LLC,a Texas limited liability company, managing member of Hillwood Alliance Services, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, State of Texas 13 By:_ Nam( Title: ATTEST: By:_ Name: Title: FORM APPROVED BY: L. Stanton Lowry,Town Attorney THE STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me on 2008, by Mayor of the Town of Westlake, on behalf of the Town. Notary Public, State of Texas 14 Exhibit LLA99 Description of the AIL Property [to be attached] Exhibit"B" Description of the DCLI Property [to be attached] Exhibit"C" Depiction of the Connection Points of the Westerly Road [to be attached] Exhibit"D" Depiction of the Location of the Electric Line Relocation [to be attached] Exhibit"E" Depiction of the Dove/Ottinger Road Section and the Dove Road Cap Section [to be attached', Exhibit"F" Depiction of the Location of the Trail Location [to be attached] Cdr aD31HDi wi Tunvba scrsrrpo : vat mLOOSE earl X 6 � � s 3. rep' a Rvmlr W® t �? wb 3Nt1 A3Amn5 3aowixaadam xfi'ssat 3.9 .6fio04N P.� saw , ZCp 1 9m ti > SSf 421141,114 421141,114 1DYtldffiNY � -Ar f A;AVRO 9101®IA 1 s x c > 3`®tz d aj f6= NO '¢t1y 357-07' � 2 t.VNt Y Z6S''Jd'SIZ91'7Qa j �d 7 'tN3MM*ANI ltd fi �� d { Icons 'I. 1 � d 0 cu 0 0 m ONE= .J C.) 4=j CO) o LLJ ———————————————————————— PROPOSEV BEGIN DCLI PROPERTY 41L INVESTMENT, L.P. Dom-orriNnER VOL.13275,Pa.542 ROAD SECTICIV TRACT 2 DOVE10TrINGE ROAD srcrlojv R LoWEA14Y LAND, LTD. VOL.1397e,PO.ZZZ END DOVE ROAO BEGIN DOVE ROAD CAP SECrrav CAP SECTION DOVE ROAD ' INVESTMENT, CAP SECTION L.P. VOL.Z3683, P0.335 TRACT I Ave DOVE RD - --------------------- ----- ---------------- AIL z / '! i i ®T FAIL END INVES Mr. L.P. Vol..1"3,PG.335 1 w DOVE/OTTINGER TRACT 2 DOVElorriNoER I i ROAD SECTION ROAD sEcrim 04 N W-+E EXHIBIT "E" AN EXHIBIT SHOWING DOVE/OTTINGER ROAD SECTION s & DOVE ROAD CAP SECTION SCALE V=600' u(5P'LxebGLoog\uns�t,60\IOLOOSIO\Gor\-r 13111 O ci z S t IM z ?z co ol to O to CD 0 �. e �h =t., �. � � � �� N. WHEREAS, the Town of Westlake wishes to experience planned growth and attract projects such as the Deloitte University Project, which is consistent with the Town's comprehensive plan, and WHEREAS, the Town of Westlake and the parties to the Deloitte University Project recognize that there are off-site development issues that must be addressed holistically to properly integrate the Deloitte University Project into the Town's desired land use patterns and quality of life, with a development agreement being the best method to address those off-site issues, and WHEREAS,the attached development agreement (Exhibit A) between the Town of Westlake, AIL Investment, L.P. (AIL) and Hillwood Alliance Services, LLC (HAS) sets out the responsibilities and funding for certain roadway improvements/extensions, access, buffers, trail improvements, placement of electric lines underground, as well as the filing of a rezoning application for the remainder of the PD 3-3 Zoning District; NOW, ! ' RESOLVED .. BOARD OF 1, OF THE TOWN OF SECTION 1: That the attached development agreement (Exhibit A) between the Town of Westlake, AIL Investment, L.P. (AIL) and Hillwood Alliance Services, LLC (HAS) sets out the responsibilities and funding for certain roadway improvements/extensions, access, buffers, trail improvements, placement of electric lines underground, as well as the filing of a rezoning application for the remainder of the PD 3- 3 Zoning District SECTION 2: That approval of this agreement by the Board of Aldermen constitutes the terms and conditions by which the improvements and other actions described in this agreement (Exhibit A) will be conducted and carried out by the parties to this agreement . PASSED AND APPROVED ON THIS 9TH DAY OF JUNE 2008. ATTEST: Laura Wheat, Mayor Kim Sutter, TRMC, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Approved by Town of Westlake No. tn�t d ,fi r" k lFt7�la1C 1& Vol B R I is �G This Development Agreement ("Agreement") is executed to be effective as of the day of , 2008 (`Effective Date") by and among the Town of Westlake, Texas (the "Town"), AIL Investment,L.P. ("AIL"),and Hillwood Alliance Services,LLC("HAS"). AIL is the owner of that certain real property generally located on the north side of Dove Road as more particularly described in Exhibit "A", attached hereto and incorporated herein by reference (the "AIL Property"). This Agreement concerns the development of both(i)the AIL Property and(ii)that certain real property generally located on the north side of Dove Road as more particularly described in Exhibit "B" attached hereto and incorporated herein by reference(the"DCLI Property"). It is contemplated that the DCLI Property will be sold and conveyed to DCLI LLC("DCLI")for development as a corporate training and learning center(the "DCLI Development"),which will be re-zoned out of PD 3-3 to the proposed PD 3-12. The portions of property contemplated to remain within PD 3-3 after such contemplated re-zoning of the DCLI Property are referred to herein as the"Remaining PD 3-3 Property". This Agreement also concerns the installation of certain public and/or private improvements related to the DCLI Development and future public and/or private improvements related to development of the AIL Property. A. HAS Improvements. The term"HAS Improvements"shall collectively mean the Westerly Road (defined below), the Electric Line Relocation (defined below) and the Trail (defined below). The HAS Improvements shall be constructed pursuant to the terms and conditions set forth in Sections 1, 2 and 3 of this Agreement. B. Westerly Road. HAS shall construct or cause to be constructed a two-lane private or public road from the Parish Lane interchange on State Highway 170 to Ottinger Road,connecting to the points on State Highway 170 and Ottinger Road as generally depicted on Exhibit "C" attached hereto and incorporated herein by reference (the "Westerly Road"). The construction of the Westerly Road will be completed on or before the HAS Improvement Deadline(defined below). 2. a. The Westerly Road shall be constructed to the Town's standards as of the date of this Agreement,but may be constructed as either a public or private road in HAS's sole discretion. If the Westerly Road is constructed as a private road,it shall be gated with no public access except emergency access. AIL or HAS may,in their sole discretion,elect to dedicate the Westerly Road to the Town and the Town shall accept such dedication at any time including,without limitation,if the development or projected development of property near or adjacent to the Westerly Road requires the Westerly Road to be made public. At such time that AIL or HAS elects to dedicate the Westerly Road as a public road, AIL or HAS shall give notice to the Town of such election (the "Hillwood Dedication Notice"), and the Town shall, within days after receipt of the Hillwood Dedication Notice (the "Dove/Ottinger Road Section Deadline"),improve the Dove/Ottinger Road Section (hereinafter defined) in accordance with the provisions of Section S.E. below. Notwithstanding anything to the contrary, even if the Town fails to improve the Dove/Ottinger Road Section in accordance with the provisions of Section S.E.below prior to the Dove/Ottinger Road Section Deadline,then AIL or HAS shall still have the option to dedicate the Westerly Road to the Town and the Town must accept such dedication within twenty(20)days after the Dove/Ottinger Road Section Deadline. b. In the event the Westerly Road is initially constructed by HAS as a private road,the Town may elect to cause AIL to dedicate it as a public road only at any time following the later of(i) completion of such Westerly Road or (ii) the date that is seven (7) years after the e 4_� - ±; :. I�AS Improvement _mom,_�____®_a_ _ Deadlin efin d�below , and provided: (1) if the Town so elects to cause AIL to dedicate the Westerly Road as a public Road, the Town must improve the Dove/Ottinger Road Section in accordance with the provisions of Section S.E.below; (2) the Town must give written notice of its election to AIL, and AIL shall have one (1) year following the later of(A) such written notice, or (B) the Town's completion of the Dove/Ottinger Road Section in accordance with the provisions of Section S.E. below, to dedicate the Westerly Road to the Town as a public road. C. Provided that the Westerly Road is initially built to the Town standards in effect as of the Effective Date of this Agreement, the Town must accept the dedication of the Westerly Road regardless of whether the Town's standards have changed at the time of such dedication; provided, however, that prior to such dedication, AIL and/or HAS shall (i) repair the Westerly Road to the standards in effect as of the Effective Date of this Agreement,and(ii)if any portion of the then- existing Westerly Road is in a location that is not generally consistent with the Town's Master Thoroughfare Plan as of the date of such dedication,reconstruct such portion of the Westerly Road in a location that is consistent with the Town's Master Thoroughfare Plan-pr- d ed 4' ��yfa . d. At such time, if ever,that the Westerly Road is dedicated as a public road (whether at the election of AIL, HAS or the Town), none of AIL, HAS or their respective affiliates shall be required to pay any platting, impact or any other fees, charges or expenses with respect to such dedication. Portions of the Westerly Road may be constructed in a permanent configuration and other portions in a temporary configuration,and AIL may,in its sole discretion and at any time(whether while the road is private or after it has been dedicated to the Town as a public road), elect to relocate portions of the Westerly Road as future development plans for the property near or adjacent to the Westerly Road are refined or modified. 01 C. Electric Line Relocation. HAS shall relocate or cause to be relocated to underground those certain overhead electric lines currently existing along the portion of the northern boundary of Dove Road depicted on Exhibit"D"attached hereto and incorporated herein by reference (the"Electric Line Relocation"). The Electric Line Relocation will be completed on or before the HAS Improvement Deadline(defined below). ► . A. HAS Improvement Deadline. The term"HAS Improvement Deadline"shall mean the date on which a certificate of occupancy is issued by the Town for a corporate training and learning center consisting of a building or buildings located on the DCLI Property totaling, in the aggregate,at least 500,000 square feet. B. Maintenance Security for Westerly Road. At the time of initial construction of the Westerly Road(whether as a private or public road),HAS shall obtain a maintenance bond provided by its general contractor that guarantees maintenance of the paving of the Westerly Road for a period of not less than two (2) years following completion of construction of the Westerly Road. The bond shall be in the amount of 100 percent of the costs of the maintenance of the Westerly Road for this period as reasonably determined by HAS. In the event the Westerly Road is dedicated to the Town as a public road during such two (2)year period,HAS shall assign to the Town such maintenance bond,but HAS shall have no obligation to extend the term of such maintenance bond or to purchase any additional maintenance bond. C. Security for Completion of the Westerly Road. HAS shall obtain a performance bond from the general contractor to insure the completion of the Westerly Road,and either assign such performance bond to the Town or cause the Town to be listed on such bond as a co-obligee. The performance bond shall be in the amount of 100 percent of the funds estimated by HAS's Engineer to be necessary to pay for completion of the Westerly Road. D. HAS Engineer. HAS must employ a civil engineer licensed to practice in the State of Texas, for the design and preparation of the plans and specifications for construction of the Westerly Road. E. Contractor Approval. HAS shall employ a construction contractor who is approved by the Town in connection with construction of the Westerly Road. The contractor must meet the Town's regulatory standards and statutory requirements for being insured, licensed, and bonded to do work in public streets and/or public projects,and to be qualified in all respects to bid on public streets and upon public projects of similar nature, as the case may be. F. Dedication of Property. If required by the Town,any dedication to the Town of real property, including right-of-way and easements, shall include a metes and bounds description. shall not apply to the extent the claims,losses,damages,cause of action,suits or liability arise from the negligence or willful act(s)of the Town. Such indemnification shall not apply to any claim,loss,damage,cause of action,suit,or liability that arises more than two (2) years after the completion of the Westerly Road. The indemnification obligations in this section shall continue beyond any termination of this Agreement. A. Engineering Standards. HAS covenants that all HAS Improvements shall be constructed in accordance with the Town engineering standards. B. Conditions Prior to Construction. Prior to authorizing construction of the Westerly Road,the Town shall be satisfied that the following conditions have been met with respect to the Westerly Road: All required plans and contract documents, if any, shall have been completed and filed with the Town. 2. All contractors participating in the construction shall be presented with a set of approved plans bearing the Town stamp of release. These plans must remain on the job site at all times. 3. A complete list of the contractors,their representatives on the site,and the telephone numbers where a responsible party may be reached at all times,must be submitted to the Town. 4. HAS or the contractor must furnish to the Town an insurance policy of general liability in the amount of$1,000,000 naming the Town as an additional insured prior to the commencement of any work on the Westerly Road. C. Fees. Any and all applicable Town fees will be waived,including,without limitation,review, inspection and permit fees. D. Inspections. Construction of the HAS Improvements shall be subject to periodic inspections by the Town or the Town's designee. HAS shall be responsible for completing and/or correcting any HAS Improvements completed by HAS which are not constructed in accordance with the Town's construction standards and specifications and engineering standards. Any change in design required during construction shall be reviewed and approved by the Town. A. Dove Road Access Limitation. Direct access to Dove Road from that portion of the AIL Property located between the eastern boundary of the DCLI Property and the eastern boundary of the AIL Property shall be limited to emergency use only. B. Dove Road Buffer. AIL hereby agrees to a buffer two hundred feet (200') in depth as measured from the northern boundary of the current Dove Road right-of-way covering that portion of the AIL Property located between the eastern boundary of the DCLI Property and the eastern boundary of the AIL Property. 11 A. Dove/Ottinper Road Section. For purposes ofthis Agreement,"Dave/Ottinger Road Section" shall mean those portions of Dove Road and Ottinger Road(including,without limitation,all utilities, landscaping and other improvements related thereto)more particularly depicted on Exhibit"E"attached hereto and incorporated herein by reference. B. Limitation on AIL Obligations for Dove/OtW1ggr Road Section Improvements. Notwithstanding anything to the contrary,in consideration for the agreements and obligations of AIL and HAS set forth in this Agreement,the Town agrees and acknowledges that, other than the obligations specifically set forth in Section 5.C.below,in no event shall AIL,HAS or any of their respective affiliates, successors or assigns at any time have any obligation with regard to the Dove/Odin er Road Section, including, without limitation, any obligation to acquire or negotiate for additional easement or right-of-way property,dedicate land,construct improvements or repair or maintain the Dove/Otti Road Section,to pay impact or other fees or to make other payments related to the Dove/Ottinger Road Section. C. Specific AIL Obligations Related to the Dove Road Cap Section. Provided that Dove Road is built to a minimum standard of a"Minor Collector"or"Major Collector"as such terms are defined in the Town's Engineering Standards and the Town's Master Thoroughfare Plan,in either case with a minimum of one lane in each direction with a continuous left turn lane,AIL agrees to participate in improvements to that portion of Dove Road (including, without limitation,all utilities,landscaping and other improvements related thereto)more particularly depicted on Exhibit "E" attached hereto and incorporated herein by reference (the "Dove Road Cap Section")subject to the following terms and limitations: AIL's total obligation with regard to any improvements to the Dove Road Cap Section will be limited to the lesser of(the"Maximum Dove Road Obligation"): (i) fifty percent (50%) of the cost of the initial construction of the Dove Road Cap Section at the time it is improved by the Town, or (ii) ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000.00). 2. The estimated cost of the initial construction of the Dove Road Cap Section (the "Cost Estimate")shall be based upon an engineer's estimate for such improvements in accordance with Section 5.E. below, which Cost Estimate shall be subject to written approval by HAS and the Town. Notwithstanding anything to the contrary, the Town shall not spend nor have any right to any portion of the Maximum Dove Road Obligation until the Cost Estimate has been approved in writing by both the Town and HAS, which approval shall not be unreasonably withheld, delayed or conditioned by either the Town or HAS. The Town hereby agrees and acknowledges that AIL and its affiliates,successors and assigns have previously dedicated all necessary right-of-way or other land for Dove Road and no additional right-of-way or other land will be required from AIL or its affiliates, successors or assigns with regard thereto. HAS agrees to construct an eight foot(8')wide[OUR UNDERSTANDING OF THE MINIMUM TRAIL WIDTH] sidewalk/trail ("Trail") on the north side of Dove Road, but within the existing Dove Road right-of-way, eastward from the eastern boundary of the DCLI Property to the underpass near the eastern property line of the AIL Property, which location is depicted on Exhibit "F" attached hereto and incorporated herein by reference(the"Trail Location"). Notwithstanding anything to the contrary, (a)HAS shall only be required to construct the Trail on portions of the Trail Location upon which the Town currently owns easements or rights-of-way,(b) neither,HAS,AIL,nor any of their respective affiliates, successors or assigns shall have any obligation to acquire or negotiate for additional easement or right-of-way property, and (c) the cost or the estimated cost (as the case may be) of designing, engineering and constructing the Trail shall be credited against the Maximum Dove Road Obligation such that the Maximum Dove Road Obligation is reduced on a dollar-for-dollar basis by the cost or estimated cost(as the case may be)of the Trail. The construction of the Trail will be completed on or before the HAS Improvement Deadline. The Town hereby acknowledges and agrees that the owner of the AIL Property shall have the right at any time to tie into or connect to the Trail from the AIL Property. D. Limitation on DCLI Obligations for Dove Road Improvements. Notwithstanding anything to the contrary,the Town agrees and acknowledges that in no event shall the owner of the DCLI Property at any time have any obligation to the Town to improve Dove Road or in any way fund improvements to Dove Road,including, without limitation, any obligation to dedicate land,construct improvements or repair or maintain Dove Road,to pay impact or other fees or to make other payments related to Dove Road. E. Specific Town Obligations Related to the Dove/Ottinger Road Section. The Town must complete improvements of the Dove/Ottinger Road Section in accordance with the Town's development standards and Master Thoroughfare Plan prior to the Dove/Ottinger Road Section Deadline, and in no event shall AIL be required to dedicate the Westerly Road as a public road prior to the Town's completion of such improvements.After the Cost Estimate is approved in writing by both the Town and HAS pursuant to Section 5.C.2 above,the Town may use all or a portion of the Maximum Dove Road Obligation funds to pay for the cost of designing, engineering and constructing the Dove/Ottinger Road Section as follows: Once the Town determines that it is ready to proceed with improving a portion of the Dove/Ottinger Road Section, the Town shall provide All, with written notice, including the Town's reasonable estimate of the cost to design,engineer and perform any geotechnical work necessary for the Town to solicit bids from contractors for the construction of such work(the"Pre-Bid Estimate"). Within i• h qy(6Q—JO days after AIL's receipt of the Pre-Bid Estimate,AIL shall deliver funds to the Town in an amount equal to the lesser of(a) one-half(1/2) of the Pre-Bid Estimate or (b) the Maximum Dove Road Obligation(less the estimated cost to construct the Trail). 2. Once the Town has accepted a bid from a contractor for the construction of the improvements described in Section 5.E.1.above and given such contractor a notice to proceed,the Town shall provide AIL with written notice of the Town's reasonable estimate of the remaining cost required to complete construction ofthe improvements to the Dove/Ottinger Road Section(the"Completion Estimate"). Within bitty (6930)days after AIL's receipt of the Completion Estimate,AIL shall deliver funds to the Town in an amount equal to the lesser of(a)one-half(1/2)of the Completion Estimate or (b) the Maximum Dove Road Obligation (less the estimated cost to no construct the Trail and less any other amounts Drev_iously paid pursuant to Section 5.E.1. above). --- - - —_ To the extent the Town uses any portion of the Maximum Dove Road Obligation funds for the purposes set forth in this Section S.E., such amounts shall be credited against the Maximum Dove Road Obligation. A. Application for Rezoning. Within sixty(60)days after the Effective Date of this Agreement, AIL shall apply to the Town for a Zoning Amendment to PD 3-3 consisting of the following terms(collectively,the "Rezoning"): 1. Change the approximately 117 acres of residential use property remaining within the Remaining PD 3-3 Property to an office, corporate office and/or corporate campus category,with the intent that there will be no remaining residentially zoned property within the Remaining PD 3-3 Property. 2. The maximum building area for office,corporate office and/or corporate campus uses in the Remaining PD 3-3 Property will be 1,200,000 square feet. 3. Other than as stated above,all other uses currently allowed under PD 3-3 with respect to the Remaining PD 3-3 Property will remain unchanged. 4. Except with regard to any applicable setbacks, there will be no geographic restrictions as to the location of the office development within the Remaining PD 3-3 Property. 5. Except as otherwise allowed in Section 4.A. above, all commercial and/or office traffic accessing the Remaining PD 3-3 Property will be from Westlake Parkway or other roadways, and not directly from Dove Road. B. Consideration of the Rezoning by the Town. The Town agrees to consider AIL's application for the Rezoning. The Town agrees that any and all applicable Town fees will be waived, including,without limitation, application,zoning,re-zoning and publication fees. A. Acceptance of Dedications. No dedication of the Westerly Road shall be accepted until the HAS's engineer has submitted a certified detailed as-built record drawing of the property to be dedicated,the location,dimensions,materials and other information required by the Town Board of Aldermen or the Town Engineer. Acceptance of dedication of the Westerly Road shall mean that HAS and/or AIL have transferred all rights to the Westerly Road to the Town for use and maintenance, except as otherwise provided herein. B. Assignment. This Agreement,any part thereof,or any interest herein shall not be assigned by HAS without the express written consent of the Town which may not be unreasonably withheld. 7 C. Default Remedies—HAS. If HAS fails to construct the HAS Improvements pursuant to the terms and conditions of this Agreement,then upon a failure of HAS to cure a default within thirty(30)days following HAS's receipt of a written notice from the Town specifying such default,the Town, as its sole and exclusive remedies,may: Declare this Agreement to be in default and require specific performance that the HAS Improvements be constructed; or 2. Obtain funds under the security and complete the HAS Improvements itself or through a third party,provided that HAS will be given first opportunity by the Town to provide such remedy. Prior to drawing on the security, the Town shall provide HAS with notice and give the Developer a reasonable opportunity to cure. Notwithstanding anything to the contrary,in no event may the Town terminate this Agreement upon a default by HAS or otherwise. D. Waiver. No covenant or condition of this Agreement may be waived without consent of the parties to which the covenant or conditions benefit. Forbearance or indulgence by any parry shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. E. Independent Contractor Status. HAS covenants that it is an independent contractor and not an officer,agent,servant or employee of the Town;that HAS shall have exclusive control of the details of the work performed by HAS hereunder and all persons performing same,and shall be responsible for the acts and omissions of HAS's officers,agents, employees,contractors, subcontractors and consultants; that the doctrine of respondent superior shall not apply as between the Town,HAS,and HAS's officers,agents,employees,contractors,subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between the Town,AIL or HAS. defenses or immunities under Section 101.001 et seq. of the'Texas Civil Practice and Remedies Code or other applicable statutory or common law. H. Venue. Venue of any action brought hereunder shall be in Tarrant County,Texas or Denton County, Texas. I. Tax Exemptions. The Town is an exempt organization under Section 151.309 of the Texas Tax Code, and if any of the HAS Improvements are dedicated to the Town under this Agreement, such improvements will be dedicated to public use and accepted by the Town subject to the terms of this Agreement. J. Notices. Any notices given or required to be given pursuant to this Agreement shall be sent by regular U.S. mail or certified mail,return receipt requested,to the following: TO THE TOWN: Town of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76262 Attn: Town Manager with copy to: Boyle and Lowry,L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 Attn: L. Stanton Lowry 9 TO AIL: AIL Investment,L.P. c%Hillwood Development Company,LLC 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: Russell Laughlin with copy to: Hillwood Development Company,LLC 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: Don Reid with copy to: Kelly Hart&Hallman LLP 201 Main Street, Suite 2500 Fort Worth, TX 76102 Attention: Chad Key T _HAS,: AIL Investment,L.P. c/o Hillwood Development Company,LLC 13600 Heritage Parkway Suite 200 Fort Worth, TX 76177 Attention: Russell Laughlin with copy to: Hillwood Development Company,LLC 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: Don Reid with copy to: Kelly Hart&Hallman LLP 201 Main Street, Suite 2500 Fort Worth, TX 76102 Attention: Chad Key K Third Parry Beneficiaries. For purposes of this Agreement,including its intend and effect,the parties specifically agree that(1)this Agreement only affects matters/disputes between the parties to this Agreement,and is in no way intended b intended operation Otherwise affect any third person or entity,notwithstanding the fact that such third P entities may be in a contractual relationship with the To y the parties to benefit or Town,AIL or HAS or all of them; (2)the terms of this Agreement are not intended to release,either by contract or operation p on of 10 Town of Westlake To: Honorable Mayor and Members of the Board of Aldermen From: Jarrod Greenwood, Public Works Superintendent Subject: Regular Workshop Meeting of June 23, 2008 Date: June 18, 2008 149 01011 Presentation of FM 1938 project and potential streetscape amenities. 1:3Ty 1 - 1119111►`i 7 FM 1938 is a major TxDOT project supported by Westlake, Keller, Southlake, and Tarrant County as a regional effort to facilitate the growing traffic congestion on residential streets. The project began in 2000 and extends south from the existing Precinct Line Road Bridge at Hwy 114 in Westlake to the existing Fm 1709/FM 1938 intersection in Southlake. On October 22, 2008 Westlake Town engineer, Jeff Williams, provided a PowerPoint presentation to the Board of Aldermen outlining the history of the FM1938 project, the regional and local significance of the road, and the current status of the project. Mr. Williams advised the Board that the bid letting would occur in September 2008 with estimated construction to begin in January 2009 for a January 2010 completion. Mr. Williams advised that the proposed schedule is not conducive to the opening of the expansion to the Fidelity campus; however, two milestones have been established to expedite the completion of the section between Dove Road and SH 114 by the fall of 2009. Traffic signal locations, burial of existing electrical utility lines, speed limits, connection to Precinct Line Road, pedestrian tunnel, drainage, and the likelihood of flooding were topics discussed. Town staff is investigating potential streetscape enhancement options that could be utilized on the FM 1938 corridor, which could include the retaining of a landscape architect to provide project design and management. MM No recommendation at this time None r To: Honorable Mayor and Members of the Board of Aldermen From: Kim Sutter, Town Secretary Subject: Regular Meeting of June 23, 2008 Date: June 17, 2008 ITEM Consider a Resolution reappointing and appointing members to Boards, Commissions, and Committees. i XF,: #; ► i Members with expiring terms have been contacted by the Town Secretary's office and asked to respond as to their desire to continue to serve as a board, commission, or committee member. Attached you will find a worksheet which includes responses from each of the Board members with an expiring term of June 2008. Vacancies are also noted on the worksheet. The attached resolution indicates the names of the board, commission, and committee members that wish to continue to serve as well as the term expiration for each appointment/reappointment. Please note that there are open positions on a few of the Boards and you may also wish to make appointments to fill those vacancies as well as consider new appointments to fill the positions of board members who no longer wish to continue to serve. Two applications have been received and will be provided to you prior to the meeting. REC®1VIMENDATION Consider reappointments and appointments to the Town's Boards, Commissions, and Committees. ATTACHMENTS Term expiration worksheet Resolution No. 08-42 Written responses to request for reappointment: Allen Heath - P&Z and Westlake Historical Preservation Society For the P&Z, if the board would like me stay on, I would be willing to continue. If the BA would like fresh blood on the P&Z and appoint somebody else,that is perfectly okay too as I think I've completed 10 years. Whatever the board decides is fine with me. For the WHPS, I would like to step down allowing fresh ideas and enthusiasm fill the spot. If you have other Westlake residents wanting to fill the vacancy that is fine otherwise I will be happy to serve another term. Just let me know, Sharon • • i' . is � ♦. Yes, I would like to be reconsidered for appointment. Walter Copeland Jac Irvine — Texas Student Mousing authority Yes, as long as the focus continues to be providing scholarships for kids. Jac Town of Westlake Back up material has not been provided for this item. H AN 10 WN OW il11 MUNICIPAL 3 VILLAGE CIRCLE COURT ROOM, 207 1 1 p.m. 3. CITIZENS' PRESENTATIONS: This is an opportunity for citizens to address the Board on any matter whether or not it is posted on the agenda. The Board cannot by law take action nor have any discussion or deliberations on any presentation made to the Board at this time concerning an item not listed on the agenda. The Board will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. 4. CONSENT AGENDA: All items listed below are considered routine by the Board of Aldermen and will be enacted with one motion. There will be no separate discussion of items unless a Board member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. a. Review and approve minutes of the Board of Aldermen and Planning and Zoning Commission joint workshop held on May 29, 2008. b. Review and approve minutes of the Board of Aldermen meeting held on.tune 9, 2008. c. Review and approve any outstanding bills. Board of Aldermen agenda Page 2 of 2 June 23,2008 d. Consider a Resolution authorizing the termination of the agreement between Night Line �� Janitorial Services, Inc. CONSIDER A RESOLUTION REAPPOINTING AND APPOINTING MEMBERS TO BOARDS, COMMISSIONS, i, COMMITTEES. 9 CONSIDER AN ORDINANCE t ! . BETWEEN THE TOWN AND ATMOS ENERGY CORPORATION. 1 OXWEN 0 D]►! - Strategic Planning Retreat 0 6/27 and 6/28,Embassy Suites, Grapevine—8:30 a.m. - NW Metroport Chamber of Commerce Luncheon, 7/1/08, 11:30 a.m. - Planning and Zoning Commission—7/24/08, 6 p.m. - Texas Municipal League Newly Elected Officials training 0 7/25 —7/26/08, Austin, 7:30 a.m. o 8/8 - 8/9/08,Austin, 7:30 a.m. - Texas Municipal League Annual Conference and Exhibition o October 28—31, 2008, San Antonio, Texas 1 i . . I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village Circle, by Friday, June 20, 2008, by 5 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. Kim Sutter, TRMC, Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary 48 hours in advance at 817-490-5710 and reasonable accommodations will be made to assist you. Town of Westlaka; "Honor the Texasflag; 1pledge allegiance t® thee, Texas, one It # 2 — Pledge of state under God, one and Allegiance indivisible. " Back up material has not been provided for this item. r-" 'town of Westlake Item ■ 3 — Citizens' Presentations Back up material has not been provided for this item. INUT'ES OF THE TOWN OF WESTLAKE, 'TEXAS BOARD OF ALDERMEN AN PLANNING AND ZONING COMMISSION JOINT WORKSHOP PRESENT: Mayor Laura Wheat and Aldermen Tim Brittan, Larry Corson, Carol Langdon, Don Redding, Rebecca Rollins. PLANNING AND ZONING COMMISSION: Chairman Bill Greenwood, Commissioners Walter Copeland,Allen Heath, and Sharon Sanden. ABSENT: None. OTHERS PRESENT: Town Manager Tom Brymer, Town Attorney Stan Lowry, Town Secretary Kim Sutter, Public Works Superintendent Jarrod Greenwood, DPS Director Don Wilson, Public Works Superintendent Jarrod Greenwood, Planning and Development Director Eddie Edwards, Assistant to the Town Manager Ginger Awtry, and Court Administrator Amanda DeGan. M. x M lax,0 .,,I I Mayor Wheat called the Board of Aldermen meeting to order at 5:15 p.m. Chairman Greenwood called the Planning and Zoning Commission meeting to order at 5:15 p.m. 11MVEM41"A ORD Doi Town of Westlake Board of Aldermen and Planning&Zoning Commission Page 2 of 3 Joint Workshop May 29,2008 AND REZONING F PLANNED DEVELOPMENT 3-PLANNING AREA 12 (PD 3-12). Town Manager Brymer reviewed the zoning case and advised that staff is recommending approval of the case based on the following findings: - Conformance with the Comprehensive Plan - Zoning Districts/Uses Permitted - Access/Streets (no site access proposed from Dove Road) - Site Design/Drainage - Pedestrian Circulation/Trails/Open Space Discussion ensued regarding the site access, residential density, and trail plan. The following individuals representing the applicant were present: - Mr. Joe Schnieder, Senior Vice President, Hillwood Properties - Mr. Russell McLaughlin, Vice President, Hillwood Properties - Mr.Bradley Selner, Executive Vice President, Staubach - Mr. Tommy Parrett, Executive Vice President, Staubach - Mr. John Eisele, Partner, Deloitte - Mr. Cary Moon, Deloitte - Mr. Paul Martin, Attorney representing Deloitte Russell Laughlin addressed the Board and Commission regarding the case. Mr. John Eisele, Partner with Deloitte, briefly reviewed the plan concept and stated that the development would be a cornerstone for attracting, developing, and retaining Deloitte personnel. Mr. Eisele added that the Circle T location is favored `heavily' and that Deloitte is very cognizant of retaining the features of the site. Mayor Wheat expressed her excitement about the development. Alderman Corson expressed his desire to have the master trail plan updated. 3. DISCUSS POSSIBLE DEVELOPERS RELATED TO PLANNED DEVELOPMENT 3 — PLANNING AREA 3 (PD3-3) AND PROPOSED PLANNED DEVELOPMENT Town Manager Brymer advised the Board and the Commission that a proposed development agreement will be brought before the Board for approval at a future meeting. Town Attorney Lowry stated that the zoning case and the developer agreement will be considered separately as the zoning case applies only to the property in question and addresees uses and restrictions to the specific site, and any off-site issues will need to be addressed under a separate agreement. Town of Westlake Board of Aldermen and Planning c&Zoning Commission Page 3 of 3 Joint Workshop May 29,2008 Town Manager Brymer outlined the major points of the agreement and advised the Board and the Commission that Hillwood has agreed to participate in the improvments to Dove Road (between the western boundary of Fidelity and the western boundary of the Deloitte property), at a maximum participation rate of 50%of the cost or$1,500,000. Discussion ensued with regard to the Dove Road improvements, the undergrounding of utilities, site access, and the reduction of residential acreage in the remainder of PD 3-3. Town Manager Brymer advised the Board that an item will be included on the June 9, 2008, agenda for the Board to consider the agreement. There being no futher business, Mayor Wheat asked for a motion to adjourn. MOTION:TION: Alderman Brittan made a motion to adjourn the meeting. Mayor Pro Tern Redding seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat adjourned the Board of Aldermen at 7:02 p.m. There being no further business, Chairman Greenwood asked for a motion to adjourn. MOTION: Commissioner Copeland made a motion to adjourn the meeting. Commissioner Heath seconded the motion. The motion carried by a vote of 4-0. Chairman Greenwood adjourned the Planning and Zoning Commisison at 7:02 p.m. Laura Wheat, Mayor ATTEST: Kim Sutter, TRMC, Town Secretary MINUTES OF TOWN OF June 9,2008 PRESENT: Mayor Laura Wheat and Aldermen Tim Brittan, Larry Corson, Carol Langdon, Don Redding, and Rebecca Rollins. ABSENT: None. OTHERS PRESENT: Town Manager Tom Brymer, Town Attorney Stan Lowry, Town Secretary Kim Sutter, Finance Director Debbie Piper, DPS Director Don Wilson, Director of Planning and Development Eddie Edwards, Facilities and Recreation Director Troy Meyer, Director of Administrative Services and Human Resources Todd Wood, and Assistant to the Town Manager Ginger Awtry. Mayor Wheat called the meeting to order at 7:52 p.m. 2. PLEDGE OF ALLEGIANCE. Mayor Wheat led the pledge of allegiance to the United States flag. 3. CONSENT AGENDA. Mayor Wheat introduced the consent agenda and asked for a motion. A. RESOLUTION NO. 08-33 - Consider a Resolution authorizing the Town Manager to enter into an Interlocal Cooperation agreement with the Northeast Fire Department Association. B. RESOLUTION NO. 08-34 - Consider a Resolution approving the opening of two new TexPool depository accounts to accommodate the Arts and Sciences Center project. C. Review and approve minutes of the Board of Aldermen and regular meeting held on Town of Westlake Board of aldermen Regular Meeting June 9,2008 May 19, 2008. Page 2 of 7 D. RESOLUTION N®. 08-35 - Consider a Resolution approving the addition of a 457 deferred compensation plan to the employee benefit package. E. Review and approve any outstanding bills. MOTION: Mayor Pro Tern Redding made a motion to approve the consent agenda as presented. Alderwoman Langdon seconded the motion. The motion carried by a vote of 5-0. There was no one present wishing to address the Board. Town Manager Brymer introduced the item and reviewed the proposed development agreement with the Board. The following individuals were present to address any questions from the Board: • Mr. Steve Silverstein, Director, Deloitte • Mr.Jon Eisele,Partner, Deloitte • Mr. Cary Moon, Deloitte • Mr. Bradley Selner, Executive Vice President, Staubach • Mr. Tommy Parrett, Executive Vice President, Staubach • Mr. Paul Martin, Attorney, Vinson and Elkins • Mr. Mike Berry, President, Hillwood Development • Mr. Russell McLaughlin, Senior Vice President, Hillwood Development • Mr. Bill Burton, Senior Vice President, Hillwood Development • Mr. Joe Schneider, Vice President, Hillwood Development • Mr. Chad Key, Attorney, Kelly, Hart and Hallman, LLP Mr. Russell Laughlin, Hillwood Development, addressed the Board regarding the agreement and presented the following recommended revisions to the agreement: o Section I (The HAS Improvements), (B) - Westerly road construction and dedication — Strike Effective Date of this Agreement and replace with . . . HAS Improvement Deadline (defined in Section 1 (A)). Town of Westlake Board of Aldermen Regular Meeting June 9,2008 Page 3 of 7 • Section 1 (B) (2) (c) - Acceptance of Dedication of westerly road — Strike . . . provided that AIL or one of its affiliates. • Section 5 (B) - Change references to Dove Road to the Dove/Ottinger Road Section. • Section 5 (E) - Specific Town Obligations Related to the Dove/Ottinger Road Section (1) and (2): Change references from 60 days to 30 days. Alderman Corson asked for an explanation regarding developer participation with the Dove Road improvements. Mr. Laughlin advised that Hillwood / AIL has agreed to participate in the improvements alongs the frontages of Deloitte and Hillwood. Mr. Laughlin described the area as where Dove Road stops today (Fidelity's west property line) through the westerly property line of Deloitte, and improving the roadway to the Town's standards as described in the Master Thoroughfare Plan at the time of the improvements. Mr. Laughlin advised the Board that AIL's total obligation will be capped at$1.5 million. Alderman Corson asked if the Town Manager and Town Attorney feel the document, as presented, complies with the Board's discussion from the May 29, 2008,joint workshop. Town Manager Brymer and Town Attorney Lowry agreed that the agreement, as written, meets the intent of the Board as discussed at the May 29, 2008,joint workshop. Mayor Wheat inquired as to the two (2) year indeminification requirement (Section 2 General Requirements for the HAS Improvements (G)). Town Attorney Lowry responded that the indemnification language is consistent with other development agreements with the Town, and covers three general facets of indemnity or release: 1) general blanket indemnity; 2) design defects; and 3) release compenent of the developer expressly acknowledging that the Town is an approving agency whose role is to approve and release permits and not assume liability regarding any improvements. Town Attorney Lowry reminded the Board that the agreement does not negate the Town's governmental imunity. Discussion ensued with regard to Section 5 (C) (4) regarding the Town's minimum trail width. Town Manager Brymer reviewed the major transaction points: - Westerly road improvements to Dove Road; - Town cannot require the road to be dedicated before seven (7) years; However, HAS can require that the road be dedicated before seven years, but the road must meet the Town's standards; - AIL's total obligation with regard to any improvements to Dove Road is capped at $1.5 million or 50% of the cost of the initial construction; Town of Westlake Board of Aldermen Regular Meeting June 9,2008 Page 4 of 7 Town Manager Brymer advised the Board that staff recommends approval of the agreement with the four changes outlined by the Developer as well as the addition of adding the word minimum prior to the eight(8) foot width for trails (Section 5 (C) (4)). MOTION: Mayor Pro Tern Redding made a motion to approve resolution No. 08-36, approving the proposed development agreement with AIL Investment L.P. and Hillwood Alliance Services as recommended by the Town Manager. Alderman Brittan seconded the motion. The motion carried by a vote of 5-0. Town Manager Brymer introduced the case. Mr. Brymer presented the Board a vicinity map and the proprosed concept plan and highlighted the key points related to the case. Mr. Russell Laughlin, Hillwood Development, addressed the Board regarding the proposed ordinance. Mr. Laughlin reviewed the following changes to the ordinance: • Ordinance caption — correct spelling of Acreage and add the word . . . Related before retail uses. • Exhibit 1, Section 6.2 PD Development Plans: Supplements and PD Districts. • Section 11.1 Site Access to read as follows: - Section 11.1 The ingress/egress shall be from the north via private road extending from Westlake Parkway and from the West from an ingress/egress pont directly off of J.T. Ottinger Road(revised below). - Emergency access shall be permitted off of Dove Road. - All ingress/egress locations shall be shown on the final approved site plan. (modified at the applicant's request) Town Attorney Lowry suggested the following language for Section 11.1 (Site Access) The primary ingress/egress point for guests of the conference and educational center shall be from the north via private road extending from Westlake Parkway. There shall be allowed a secondary entry point from the west for ingess/egress, including without limitation for service and employee access off of J.T. Ottinger Road. Discussion ensued with regard to vehicle traffic along J.T. Ottinger and Dove Roads. The Board discussed possible options for limiting truck traffic along J.T. Ottinger and Dove Roads. Mayor Wheat continued the public hearing. There being no one requesting to speak, Mayor Wheat closed the public hearing. Town of Westlake Board of Aldermen Page 5 of 7 Regular Meeting June 9,2008 Mayor Wheat read the proposed language regarding site access. MOTION: Alderman Corson made a motion to adopt Ordinance loo. 591, as distributed to the Board at the meeting and including the addition of the proposed language regarding site access as recommended by the Town Attorney and read by the Mayor. Alderwoman Rollins seconded the motion. Alderman Corson asked if the proposed language regarding site access is legally enforceable. Town Attorney Lowry advised the Board that it is legally impossible for the Town to dictate some level of volume or use of a public roadway. Mr. Lowry added that the site plan must comport to the zoning ordinance, and added that the proposed language identifies the ingress/egress sites and provides minimal restrictions to the applicant when preparing the site plan. Alderman Corson expressed his concern with the proposed language as he feels that it could be read to infer that the Town is endorsing the use of J.T. Ottinger Road. Mr. Chad Key, Attorney, Kelly, Hart and Hallman, LLP, stated that the intent of the language is to provide clarity with regard to site access when the site plan is submitted. Following discussion, Alderman Corson suggested that the proposed language with regard to site access be revised as follows: - The primary ingress/egress point for guests of the conference and educational center shall be from the north via private road extending from Westlake Parkway. There shall be allowed a secondary entry point from the west for ingess/egress, including without limitation for service and employee access „ff of r T- Ottinger Read. Town Attorney Lowry and the Applicant agreed to the change. AMENDED MOTION: Alderman Brittan moved to amend the motion to include the change as presented by Alderman Corson. Mayor Pro Tern Redding seconded the amended motion. The motion carried by a vote of 5-0. 7. CONDUCT D APPROPRIATE ACTION REGARDING THE FOLLOWING A) SITE PLAN; CASE J,. 1 i ; B)PRELIMINARY PLAT; CASE NO.PP-08-01; Lots 1-6 C)FINAL PLAT; CASE 1: 0 1 r . only ALL THREE APPLICATIONS LISTED ABOVE PERTAIN TO THE FOLLOWING TRACTS OF LAND: approximately 10.22 acres of land in the Planned Development 3- Planning Area 10 (PD 3-10) zoning district, being a tract of land situated in the William Town of Westlake Board of Aldermen Regular Meeting June 9,2008 Page 6 of 7 Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land conveyed to AIL Investment, L.P., by deed recorded in Volume 13588, Page 189 and all of that tract of land conveyed to Hillwood Development Co. LLC (Tract 1) by deed recorded in County Clerk's Filing No. D205179108, both of Deed Records, Tarrant County, Texas; and, generally located at the Southwest corner of SH 377 and SH 170. Town Manager Brymer introduced the cases and reviewed the traffic access management and site design (materials, building design, architecture, and hard screening). Mr. Brymer added that the Landscape plan will comport with the Town's minimum requirements. Mayor Wheat opened the public hearings. There being no one wishing to speak, Mayor Wheat closed the public hearings and asked for a motion. Town Manager Brymer added that the Planning and Zoning Commission recommended approval of the case with the staff recommendations and requested a note be added to the plat advising that any fixture acceleration and/or deacceleration lanes would not be borne at the expense of the Town. Mr. Brymer added that the Chair of the Westlake Public Art Society has spoke with the developer regarding the integration of public art and the developer has agreed to integrate public art as part of the northwest corner development. MOTION: Mayor Pro Tern Redding made a motion to approve Resolution No. 08-37, approving a site plan SP 08-01, with the recommendations of the Planning and Zoning Commission. Alderman Corson seconded the motion. Alderman Corson asked Town Manager Brymer if all concerns from an architecture and design standpoint comport with the Town's requirements. Director of Planning and Development Edwards responded that the Planned Development zoning requires articulation on all four sides; however, during the site plan approval process, the Board can approve a variance to the Planned Development. VOTE ON MOTION: The motion carried by a vote of 5-0 (Resolution No. 08-37). MOTION: Alderman Redding made a motion to approve Resolution loo. 08-38 and Resolution 08-39, approving a preliminary plat and final plat. Alderman Corson seconded the motion. The motion carried by a vote of 5-0. Town of Westlake Board of Aldermen Page 7 of 7 Regular Meeting June 9,2008 8. CONSIDER A RESOLUTION APPOINTING MEMBERS TO THE WESTLAKE ACADEMY FOUNDATION BOARD OF DIRECTORS. Town Manager Brymer introduced the item. MOTION: Alderwoman Langdon made a motion to approve resolution 08-40, appointing Leah Rennhack, Karen Osborne, Deborah Zielger, Kelly Cox, and Colleen Hess to the Westlake Academy Foundation Board of Directors. Alderwoman Rollins seconded the motion. The motion carried by a vote of 5-0. r 0 1l_�.7/Z�T_11l ►1T Mayor Wheat reviewed the Board calendar items: - School Board Training 6/10—6/11, 6 p.m. to 9:00 p.m. - Westlake Academy Foundation meeting—6/12/08, 8:30 a.m. - Texas Student Housing Authority meeting- 6/17/08, 5:30 p.m. - Celebrate Scott Bradley- 6/21/08, 3 p.m., Marriott Solana - Board of Aldermen Regular meeting—6/23/08, 7 p.m. - Board of Trustee Special Workshop—6/23/08, time tbd - Strategic Planning Retreat—6/27 and 6/28, Embassy Suites, Grapevine - Planning and Zoning Commission—7/24/08, 6 p.m. - Texas Municipal League Newly Elected Officials training ® 7/25 —7/26/08, Austin, 7:30 a.m. ® 8/8 - 8/9/08, Austin, 7:30 a.m. There being no futher business, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Alderwoman Langdon made a motion to adjourn the meeting. Alderman Brittan seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat adjourned the meeting at 9:35 p.m. Laura Wheat, Mayor ATTEST: Kim Sutter, TRMC,Town Secretary • - � - - -s !• ! is i. is • � - - � :�. � s ! is �.� Boyle&Lowry,LLP 12273 10,905.00 MUM 100 43310 IMI 11 Legal Fees-Town FedEx 2-740-44496 26.05 100 46120 11 Shipping Costs: City of Olathe Fort Worth Business Pres 06042008 95.00 100 46115 11 One Year Subscription:52 issues Graham Associates 080519 4,070.00 100 43215 11 Town Engineering Fees-Westlake Corners Graham Associates 080519 3,005.00 100 43215 11 Town Engineering Fees-Boundary survey of cemetery&research fees Nextel 392123723-044 219.75 100 45310 11 Mobile Phone set-up&2 month fees for 04/30/08 thru 06/26/08- Tom Brymer North Texas Commission 10720 1,200.00 100 46115 11 Membership Investment(08/01/08-08/01/09) Office Depot 24285255-001 99.99 100 46105 11 Kit extended powerline range Office Depot 30930570-001 6.83 100 46105 11 10 pk/file jackets Office Depot 30930570-001 29.20 100 46106 11 24/case of bottle water&paper cups Office Depot 31200093-001 157.48 100 46105 11 Legal white pads&toner cartridge Office Depot 31506723-001 75.28 100 46105 11 4/boxes of legal folders&white address labels Office Depot 32321594-001 310.11 100 46105 11 Cartridge,copy paper,various size binder clips,hanging folder& envelopes Office Depot 32475683-001 256.08 100 46105 11 Pocket files(various sizes)&hanging files Office Depot M424288641-0 (99.99) 100 46105 11 Credit for invoice#424285255-001:kit extended powerline range PBCC 6992326-1(PitneyBowes) 6992326-MY08 249.00 100 45325 11 Quarterly Mail Machine Lease-Town(Schedule 003):06/20/08 to 09120/08 Thomas E.Brymer ER060308 13.37 100 45830 11 Business lunch w/Don Redding at La Scala Vickie Brown PR060808 362.50 100 43335 11 Contract labor-Administrative Total Administration: 20,980.65 Reprographics 418442 18.77 100 46125 12 Copies of plans Total Planning& Development 18.77 ; t Municipal Code Corp. 98885 512.00 100 43241 13 226/imaged pages plus shipping(Meeting minutes updated) Total Town Secretary 512.00 DFW Communications 30805179 678.06 100 44221 14 Communication Supplies-2 Nicad Batteries Gierisch Brothers Mortor 67532 15.00 100 46215 14 LB Propane GST Public Safety 2008011135 641.61 100 46605 14 1 EMS Uniforms Home Depot 5042686 47.45 100 46155 14 Paint&weedeater parts Huguley Assessment Ctr 462 400.00 100 43125 14 Blake Talbot assessment Intermedix 05042008 (279.58) 100 43334 14 EMS User Fee-April 2008(Total collected$7,333.58) Intermedix 06042008 477.60 100 43334 14 EMS User Fee-May 2008(Total collected$3,979.94) Mary Connell 717 225.00 100 43135 14 Psychological Evaluation for Blake W.Talbot Matheson Tri-Gas 702153 87.38 100 46615 14 Medical Supplies Metro Fire 22815-1 150.00 100 46215 14 Vehicle Maintenance: clearance lights plus freight charges Office Depot 32321594-001 42.00 100 46105 14 Shipping labels&envelopes Recept Pharmacy 221643 17.89 100 46615 14 Medical Supplies Recept Pharmacy 222890 83.78 100 46615 14 Medical Supplies Recept Pharmacy 223065 71.80 100 46615 14 Medical Supplies Recept Pharmacy 223073 24.00 100 46615 14 Medical Supplies Recept Pharmacy 223308 222.94 100 46615 14 Medical Supplies Richard Whitten ER060308 35.00 100 45820 14 Lunch&Dinner while in Austin for Fire class Richard Whitten ER060308 231.30 100 45825 14 Mileage to&from Austin for Fire Class Schad&Pulte 63026 80.00 100 46615 14 Medical Supplies T-Mobile 05282008 103.70 100 45310 14 Wireless Internet Cards for EMS vehicles WorldPoint 496129 68.75 100 46130 14 CPR Cards&Books Total Fire Dept. 3,423.68 Boyle&Lowry,LLP 12273 1,293.75 100 43310 15 Legal Fees-Court Brad Bradley ER060608 52.00 100 45830 15 Continuing Education-Traffic Conference Bradley L.Bradley 06012008 2,541.66 100 43330 15 Judge Services for the month of June 2008 Cardinal Tracking 940309489 1,793.94 100 46165 15 1150 paper Roll/Mobilecite Tickets Focal Point Solutions 13377 171.00 100 45325 15 1 Storage fees,file request/retrievals&delivery Page 1 of 4 6/19/2008 9:06 AM TOWN OF WESTLAKE Invoices Received: 06/02/08 thru 06/15/01 For Review by Board on 06/23/0w-* LexisNexis 1081941-20080531 295.00 100 46163 15 a Billing period: 05/01/08 to 05/31/08-locate defendants Office Depot 383672645-001 109.99 100 46105 15 All in one HP Officejet Office Depot 383672955-001 94.96 100 46105 15 Ink HP,pad finger suregrip,stamp self-ink dater&file rotary Office Depot 383813429-001 26.91 100 46105 15 Binder clips,dividers&planner Office Depot 383813429-001 111.31 100 46106 15 Hospitality items Office Depot 383820667-001 22.65 100 46105 15 13 reams of blue brights paper Office Depot 383942897-001 37.08 100 46105 15 Address Labels(3000ct) Office Depot 10400357-001 53.99 100 46105 15 Desktop wireless mouse keyboard Purchase Power 2 06032008 400.00 100 46120 15 Court Postage Robert Price Jr. 06162008 20.00 100 35115 15 Citation Revenue Refund: #34522-1 Total Court 7,024.24 A to T Lamps 70311 247.50 100 44218 17 Bulbs-Facility Supplies Access Lift&Service 05300812 100.00 100 45903 17 Elevator Maintenance for the month of May 2008 Dallas Door&Supply Co. 165137 590.00 100 45906 17 Repairs: NW-remove exit device from the door repair&East- automatic operator could not be adjusted due to main control is bad DFW Safe&Lock 55307 106.00 100 44212 17 Trip charge,tightening I/S Handle,cut key: Door repair at Academy Hadden Landscaping 28408 165.00 100 43344 17 Mow&Weedeat at the Dove/Ottinger intersection Hadden Landscaping 28409 44128 100 44306 17 Mow&Weedeat at the Cemetary/Parchman House Hadden Landscaping 28411 135.00 100 43348 17 Mow,weed eat lift station Hadden Landscaping 28553 1,977.30 100 43348 17 Landscape Maintenance-Municipal Complex for June 2008 Hadden Landscaping 28648 29.25 100 43340 17 Academy: Reprogram irrigation clock Hadden Landscaping 28703 1,927.91 100 43348 17 Academy: Mulch and flowers Home Depot 7025253 102.41 100 44212 17 Plywood&bolts Home Depot 7115970 (58.29) 100 44212 17 Credit for invoice#8025143 Home Depot 8025143 313.92 100 44226 17 Hand tools Home Depot 8025143 86.64 100 44212 17 Bolts&top soil Home Depot 8592880 13.67 100 44226 17 11 inch bit Humphrey&Assoc 66451 203.18 100 44218 17 Lamp and Bulb Supplies/Materials Humphrey&Assoc 66451 130.00 100 44213 17 Labor Leslie's 1067498 201.50 100 44212 17 Pump not priming pump seal Logical Solutions 101029 256.02 100 44213 17 Lighting for POD's A,B,&C are not turning off Longhorn,Inc. S1706571.001 12.30 100 43340 17 Swingjoint Louis E.Funderburg 006708 100.00 100 43348 17 Mow playing fields&Pond area Nextel 392123723-04 133.02 100 45310 17 Mobile Phone charges for Troy Meyer from 04/27108 thru 05/26/08 Old Faithful Fountains 5745 834.47 100 44306 17 Academy:Technician replaced the contactors&overloads& cleaned the clay valve screen SimplexGrinnell 63435456 1,365.54 100 45906 17 Alarm&detection and replaced ram battery for pc TDlndustries 000059433 200.00 100 43351 17 Water treatment agreement for: May 2008 TDlndustries 0000600122 2,100.54 100 43338 17 Qtrly billing for contract HVAC maintenance: June 2008 TDlndustries FAC1029882 965.00 100 45906 17 Fire Alarm Account: Inspection repairs TDlndustries FAC1030115 780.00 100 45905 17 Replace 4 gauges: sprinkler repairs TDlndustries NTS1019879 3,314.49 100 43340 17 Water line leak TDlndustries NTS1038093 199.85 100 45904 17 4"rubber coupling leaking(destination,technician labor&fuel surcharge) Triple R Locksmith 31417 52.00 100 44212 17 2/duplicate keys&1/Ford truck Troy Meyer ER052508 94.45 100 46215 17 Mileage: setup&take down for May 25th event,met with Graham Assoc.in Arlington,p/u shirts in Grapevine,met with contractors, landscaping,drain on pump&meeting with Ms.Lee,two trips to cemetery/campus&met w/door&camera contractor,grills in Southlake,p/u PC for meeting Troy Meyer ER061608 85.81 100 45315 17 Monthly DSL Service: February,March&April 2008 Total Faciiities[Grounds 17,207.76 GFOA 2582649 65.00 100 46115 18 Certificate of Achievement Review fee 2007 STW Inc. 06072008 286.00 100 44310 18 Accounts Payable:1099 print changes&General Ledger:discuss w/D.Piper how to run report&convert to excel Page 2 of 4 6/19/2008 9:06 AM TO WA OF11, ESTLA r Invoices Received: 06/02/08 06/15/0,1, For Review d on 06/23/08 Total Finance 12273 351.00 199 1 13020 1 0 ILegal Fees-Academy Office Depot 38527283-001 22.49 199 1 13020 1 0 IStamp Pre-Ink Rect Arbor Care 306 3,300.00 100 43343 19 Raise trees behind campus,remove trees at the park,clean up debris along Pearson,clear road signs&chip debris Hadden Landscaping 28552 1,220.83 100 43349 19 June 2008 Landscape Maintenance-Glenwyck Trail Area-50% to GW Farms Hadden Landscaping 28632 87.50 100 43340 19 June 2008 Irrigation inspection @ Dove Road&Triangle Hadden Landscaping 28633 22.36 100 43349 19 June 2008 Landscape Maintenance-Dove Road&Triangle-50% to GW Farms Texas AquaServe,LP 04302008 474.92 100 45911 19 April 2008 Pond Maintenance-charge 50%to GW Farms Texas AquaServe,LP 05312008 471.24 100 45911 19 May 2008 Pond Maintenance-charge 50%to GW Farms Total Parks/Recreation . 5,576.85 410 16600 13.6 A&S Shipping Costs: McCall,Parkhurst&Horton-Leroy Grawunder,Jr. Due from Capital Projects 2,537.36 Kaleidoscope 20080093 2,447.50 100 43267 20 Administirative Support Service(network administration,talking with Cisco people,etc): included update of exchange server&e- mail migration Kaleidoscope 20080093 1,200.00 100 43265 20 Technology Consultant-IT Fee-On-Site support-installing software,virus protector,etc.(Basic help and support for hardware/software) Office Depot 431501589-0011 178.97 100 43405 20 USB drive,Wireless router&hard drive STW Inc. 06072008 1 603.55 100 44310 20 Annual support for Axiar spooler&System support Total IT ER060908 1 4,430.021 500 1 16 Cell phone invoice period April 26 thru May 25,2008 Boyle&Lowry,LLP 12273 371.25 199 1 13020 1 0 ILegal Fees-Academy Office Depot 38527283-001 22.49 199 1 13020 1 0 IStamp Pre-Ink Rect Xact Business Solutions 135454 27.50 199 1 13020 1 0 1 Printing of Business Cards for Mark Rosevear Total Academy Fund 1 421.24 Chem Can Co. 25032 110.00 1 220 43505 11 1 Portable toilet rental from 05/23/08 thru 05/27/08(Decoration Day) Lawton Publications 102726 720.00 220 43531 11 Northwest Metroport Chamber Directory 2008/2009 Due from Visitor Fund 830.00 Boyle&Lowry,LLP 12273 37.50 255 43310 0 Legal Fees-Cemetery Fund Due from Cemetery 37.50 Boyle&Lowry,LLP 12273 2,516.25 410 16600 0 Legal Fees-Arts&Science Building FedEx 2-729-39889 21.11 410 16600 13.6 A&S Shipping Costs: McCall,Parkhurst&Horton-Leroy Grawunder,Jr. Due from Capital Projects 2,537.36 Graham Associates 080519 1,980.00 500 43220 16 Engineering Fees-Utility Fund Hadden Landscaping 28410 190.00 500 44116 16 Landscape Maintenance-Pump Station Home Depot 6026936 25.96 500 44220 16 Paint wand&wooden stakes Jarrod Greenwood ER060908 64.99 500 45310 16 Cell phone invoice period April 26 thru May 25,2008 Jarrod Greenwood ER060908 9.00 500 45810 16 Parking for meeting with Fort Worth Jarrod Greenwood ER060908 15.99 500 46216 16 Fuse holder for light bar North Texas SSC 508771 419.15 500 46215 16 12001 F-150 Truck:truck repairs O'Reilly 0880-190663 59.97 500 46215 16 Vehicle floor mats&trailer hitch lock Reprographics 419626 522.92 500 44122 16 1,000/digital gloss including folding&fuel surcharge:water report Texas Excavation Safety 08-3089 81.70 500 44220 16 Line Location for May 2008 Tri-County Electric 150-5 06052008 4,654.37 500 46221 16 OF Electric Service-Pump Station Due from Utility 8,024.05 Office Depot 32475683-0011 135.87 100 13100 1 0 4/cases of copy paper&pens Due from TSH 1 135.87 1 t Page 3 of 4 6/19/2008 9:06 AM Page 4 of 4 6/19/2008 9:06 AM Town of Westlake To: Honorable Mayor and Members of the Board of Aldermen From: Troy Meyer, Facilities and Recreation Director Subject: Regular Meeting of June 23, 2008 Date: June 16, 2008 iUl Consider a Resolution authorizing the termination of the agreement between Night Line Janitorial, Service, Inc. and The Town of Westlake for janitorial maintenance of the Westlake Civic Campus. BACKGROUND Night Line Janitorial, Service, Inc. was contracted in February 2008 to provide janitorial maintenance for the Westlake Academy. They have performed an inadequate job for the first six months of the contract. Due to an increase in complaints on areas not being cleaned, staff recommends termination of the current contract with Night Line Janitorial, Service, Inc. The current contract with Night Line Janitorial, Service, Inc. requires a 30 day termination notice which will be given on June 30, 2008. The bid notice will be published in the Star-Telegram on June 28th and 29th. The goal is to present a new contract to the board for consideration at the July 28, 2008, regular meeeting. FUNDING The funds for janitorial maintenance is include in the adopted 2007-08 Westlake Academy budget. Al VA,10 11 . WHEREAS,the Town of Westlake has discussed and documented the quality of service received over the past six months with Night Line Janitorial, Service, Inc.; and WHEREAS, the Town of Westlake will now choose to exercise the right to terminate the contract with Night Line Janitorial, Service, Inc. as stated in the executed agreement, by sending a 30 day termination notice. I"40W, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN 1 ;. THE TOWN OF WESTLAKE, TEXAS: SECTION 1. All matters stated in the Recitals above are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2. The Board of Aldermen of the Town of Westlake, Texas, hereby approves the contract termination with Night Line Janitorial, Service, Inc. for janitorial maintenance and further authorizes the Town Manager to execute a 30 day notice of termination on behalf of the Town of Westlake, Texas, to be sent immediately upon approval by the Board of Aldermen. PASSED AND APPROVED ON THIS 23rd DAY OF June 2008. ATTEST: Laura Wheat, Mayor Kim Sutter TRMC, Town Secretary Thomas E. Brymer, Town Manager L. Stanton Lowry, Town Attorney Town of Westlake Memo To: Honorable Mayor and Members of the Board of Aldermen From: Kim Sutter, Town Secretary Subject: Regular Meeting of June 23, 2008 Date: June 17, 2008 ITEM Elect a Mayor Pro Tem BACKGROUND Each year following the May General election, the Board elects one of its members to serve as the Mayor Pro Tem. The Mayor Pro Tem shall perform the duties of the Mayor in cases of absence or inability of the Mayor to perform such duties. The Mayor Pro Tem shall have the right to vote as a member of the Board. Don Redding is currently serving as the Mayor Pro Tem. RECOMMENDATION No Recommendation FUNDING N/A ATTACHMENTS None. Town of Westlake Memo To: Honorable Mayor and Members of the Board of Aldermen From: Kim Sutter, Town Secretary Subject: Regular Meeting of June 23, 2008 Date: June 17, 2008 ITEM Consider a Resolution reappointing and appointing members to Boards, Commissions, and Committees. I. : O ZO Mel J►11C Members with expiring terms have been contacted by the Town Secretary's office and asked to respond as to their desire to continue to serve as a board, commission, or committee member. Attached you will find a worksheet which includes responses from each of the Board members with an expiring term of June 2008. Vacancies are also noted on the worksheet. The attached resolution indicates the names of the board, commission, and committee members that wish to continue to serve as well as the term expiration for each appointment/reappointment. Please note that there are open positions on a few of the Boards and you may also wish to make appointments to fill those vacancies as well as consider new appointments to fill the positions of board members who no longer wish to continue to serve. Two applications have been received and will be provided to you prior to the meeting. RECOMMENDATION Consider reappointments and appointments to the Town's Boards, Commissions, and Committees. ATTACHMENTS Term expiration worksheet Resolution No. 08-42 Written responses to request for reappointment: Allen Death - P&Z and Westlake Historical Preservation Society For the P&Z, if the board would like me stay on, I would be willing to continue. If the BA would like fresh blood on the P&Z and appoint somebody else, that is perfectly okay too as I think I've completed 10 years. Whatever the board decides is fine with me. For the "PS, I would like to step down allowing fresh ideas and enthusiasm fill the spot. Al Heath, Certified IT Specialist BTAT CPT Data Management IBM PartnerWorld Cross Systems Sharon Sanden — Reappointment to Westlake Historical Preservation Society If you have other Westlake residents wanting to fill the vacancy that is fine otherwise I will be happy to serve another term. Just let me know, Sharon Yes, I would like to be reconsidered for appointment. Walter Copeland Jac Irvine — Texas Student Housing Authority Yes, as long as the focus continues to be providing scholarships for kids. Jac i i=►5 0 WIEN BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE,TEXAS: SECTION I. THAT the following individuals are hereby appointed to the 4B Economic Development Board: said terms of office expiring June 2009. As a result of the appointments heretofore stated, the 4B Economic Development Board is represented by the following: SECTION II. THAT the following individual is hereby reappointed to the Westlake Historical Preservation Society Board: Sharon Sanden said term of office expiring June 2011. As a result of the appointment heretofore stated, the Westlake Historical Preservation Society is represented by the following: Term Expiration William Greenwood Term Expiration Kristi Layton June 2009 Lisa Councilman June 2009 Ruby Held June 2009 Stephen Thornton June 2010 Jack Wiesman June 2010 Michelle Corson June 2010 Teresa Walton June 2010 Sharon Sanden June 2011 SECTION 1I1. THAT the following individuals are hereby reappointed to the Planning and Zoning Commission: Walter Copeland Allen Heath said terms of office expiring June 2010 and the appointment of Said term of office expiring June 2010. As a result of the appointments heretofore stated, the Planning and Zoning Commission is represented by the following: Term Expiration William Greenwood June 2009 Sharon Sanden June 2009 Walter Copeland June 2010 Allen Heath June 2010 Section IV. THAT the following individual is hereby reappointed to the Public Art Society of Westlake: Mary Petty said term of office expiring June 2011, and the appointment of Board Liaison N," ;; B As a result of the appointment heretofore stated, the Public Art Society of Westlake is represented by the following: Term Expiration Dave Rollins June 2009 Kay Anderson June 2009 Shannon LaRue June 2009 Michelle Corson, Chair June 2010 Leah Rennhack June 2010 Mary Petty June 2011 Staff Liaison Town Manager or his appointee Section V. THAT the following individuals are hereby reappointed to the Texas Student Housing Authority, the Texas Student Housing Corporation, the Texas Student Housing Corporation — San Marcos Project, the Texas Student Housing Corporation — Denton Project, the Texas Student Housing Corporation — College Station Project, the Texas Student Housing Corporation — MSU Project, the Texas Charter School Corporation — LTTS Charter School, Inc. Project, and the Texas Charter School Corporation—New Frontiers Charter School Project: Jim Carter Jac Irvine Jill McKean said terms of office expiring June 2010 and the appointment of Said term of office expiring June 2010. As a result of the appointments heretofore stated, the Texas Student Housing Authority, the Texas Student Housing Corporation, the Texas Student Housing Corporation—San Marcos Project, the Texas Student Housing Corporation—Denton Project, the Texas Student Housing Corporation—College Station Project, the Texas Student Housing Corporation— MSU Project, the Texas Charter School Corporation — LTTS Charter School, Inc. Project, and the Texas Charter School Corporation — New Frontiers Charter School Project are represented by the following: Jim Carter Jac Irvine Jill McKean George Ledak Chuck Schultz Melanie Lekkos Term Expiration June 2010 June 2010 June 2010 June 2009 June 2009 June 2009 SECTION VI. THAT the following individuals are hereby appointed to the Westlake Tree City USA Advisory Committee: As a result of the appointments heretofore stated, the Westlake Tree City USA Advisory Committee is represented by the following: Julie Timmerman SECTION VII. THAT the following individuals are hereby reappointed to the Westlake Academy Foundation Board of Directors: Laura Wheat Julie Timmerman Chris Noonan Bill Greenwood said term of office expiring June 2010. As a result of the appointments heretofore stated, the Westlake Academy Foundation is represented by the following: UT481 Mg Laura Wheat, Mayor Kim Sutter, TRMC,Town Secretary Thomas E. Brymer, Town Manager 9 • E kyj a R . $ "I C1 L. Stanton Lowry, Town Attorney Term Expiration Leah Rennhack June 2010 Laura Wheat June 2010 Julie Timmerman June 2010 Chris Noonan June 2010 Bill Greenwood June 2010 Dr. Shezad Malik June 2010 Jeff Ryan June 2010 George Ledak June 2009 David Lee June 2009 Leigh Sander June 2009 Kelly Cox Deborah Zielger Karen Osborne Colleen Hess John Awtry Term as Chr. of HOC SECTION VIII. THAT this resolution shall take effect from and after its final date of passage, and it is accordingly so ordered. UT481 Mg Laura Wheat, Mayor Kim Sutter, TRMC,Town Secretary Thomas E. Brymer, Town Manager 9 • E kyj a R . $ "I C1 L. Stanton Lowry, Town Attorney Town of Westlake Memo To: Honorable Mayor and Members of the Board of Aldermen From: Tom Brymer, Town Manager Date: June 13,2008 Subject: June 23, 2008 Meeting I UNU Consider a resolution appointing a President to the Westlake Academy Foundation Board of Directors. Chris Noonan's term as President expires June 2008. Mr. Noonan will continue to serve as a member of the Board. The Westlake Academy Foundation Board of Directors met on June 12, 2008, and unanimously voted to recommend Leah Rennhack to serve as the President of the Foundation. Leah Rennhack was appointed to serve as a member of the Board at the June 9, 2008, regular meeting. RECOMMENDATION Approve the Resolution ATTACHMENTS Resolution No. 08-43 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPOINTING LEAH RENNHACK TO FILL THE POSITION OF PRESIDENT OF THE BOARD OF DIRECTORS OF THE WESTLAKE ACADEMY O /.. L RESOLVING REALTED WHEREAS, The Board of Aldermen desires to appoint Leah Rennhack to fill the position of President of the Board of Directors of the Westlake Academy Foundation and to ratify and confirm all actions taken by or on behalf of the Town prior to the adoption of this Resolution in connection with making this appointment; and WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of the meeting has been given in accordance with Chapter 551, Government Code. SECTION 1: The findings and declarations contained in the preamble of this Resolution are hereby incorporated as part of this Resolution. SECTION 2: This Board of Aldermen hereby appoints Leah Rennhack to the position of President of the Board of Directors of the Westlake Academy Foundation and ratifies and confirms all actions taken by or on behalf of the Town prior to the adoption of this Resolution in connection with making this appointment. SECTION 3: This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS 23rd DAY OF JUNE 2008. ATTEST: Kim Sutter, TRMC, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Laura Wheat, Mayor Thomas E. Brymer, Town Manager Town of Westlake To: Honorable Mayor and Members of the Board of Aldermen From: Tom Brymer, Town Manager Subject: Regular Meeting of June 23, 2008 Date: June 16, 2008 1190101 Discuss and consider a Resolution designating an elected official from the governing body to serve as its voting representative to the North Central Texas Council of Governments (NCTCOG) General Assembly. Each year following the municipal and school board elections, the North Central Texas Council of Governments (NCTCOG) publishes a regional directory of locally elected government officials and staff professionals for the 16-county North Central Texas region and we have updated our information accordingly. Additionally,NCTCOG annually requests designation and/or recertification of a voting representative. This representative must be an elected official from the governing body of the member government. The representative serves as a liaison between the local government and NCTCOG; receives publications and announcements from NCTCOG; and is eligible to vote on proposed Bylaws amendments and for candidates to serve on the NCTCOG Executive Board. Attached to the resolution is the applicable form which contains additional information concerning the voting representative. It is my understanding that we have never designated a voting representative. Once a delegate has been selected and the proposed resolution has been approved, the applicable form will be completed and submitted to NCTCOG. Not applicable at this time. Staff recommends that the Board designate one elected official to represent the Town of Westlake as its voting representative and approve the corresponding resolution. Resolution No. 08-44 NCTCOG Voting Representative Designation Form Ilm ORMIl via I EIRIMMIN11:15, Kim Sutter, TRMO,Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Thomas E. Brymer, Town Manager (name of county,city school district,or special district) Mailing Address: Unda *eBylaws of the North Central Texas Council of Govemmemoeachmembmqmmmmam is entitled to one voting representative on the General Assembly.The voting representative must be an elected official from the governing body of the member government.This vot- ing representative serves as a liaison between the local government and NCTOOG; receives publications and announcements from NCTCOG;and is eligible to vote on proposed Bylaws amendments and for candidates to serve nnmCTC0G's Executive Board.*city n,county official must baa designated voting representative in order mbe con- sidered fn,aemicoontheExeou8veBnonJ. Some voting representatives may have retired from office or some member governments may wish to select a differ- ent mpemon1otivefmm1heononurnantlymoming.Thorefom. NCTCOGunnuaUyequeamemm~ifiuodionofmtingnop' resentatives—unua|lyahor\hemuoio}paNmhoo|bnenie|ectiona.Uaethis form to designate your official voting repre- sentative oumCT000.|,ynuvwso.youhavetxeortionm|ostvou,emiwungp#insrenresenuative,wuhpm,o,mv| reappointment,unless that person/onv longer moffice. nd on, Town of Westlake To: Honorable Mayor and Members of the Board of Aldermen From: Tom Brymer,Town Manager Subject: Regular Meeting of June 23, 2008 Date: June 19, 2008 1#12M 1 Consider an Ordinance amending the existing gas franchise between the Town and ATMOS Energy Corporation. The Town of Westlake agreed to a rate settlement with Atmos earlier this year. The rates that were agreed to in the settlement were approximately 80% lower than the rates initially requested by Atmos. The rate settlement also had a "favored nations" clause, which allowed the settling group of cities the benefit of any favorable term offered to any other city or city group settling with Atmos. Subsequent to the rate settlement, Atmos settled with another group of cities. That city group asked Atmos, as part of the rate settlement, to allow them to increase the franchise fee Atmos pays to the city for use of the right-of-way to 5% (previously the fee had been 4%) of the gross receipts collected from within a municipality's limits. Usually a city is in a different role when working on rate matters than it would be when negotiating a franchise, so franchise fees are not usually part of rate discussions. However, Atmos agreed to let those cities raise their franchise fees. Because of the most favored nations clause in our agreement with Atmos, that increase in the franchise fee is also available to the Town. If the Board wishes to accept the offer of an increase in the franchise fees, it will require an amendment to the franchise. Franchises and franchise amendments are done by ordinance. Consider adoption of the ordinance amending the existing gas franchise between the town and ATMOS Energy Corporation. ATTACHMENTS Ordinance No. 596 WHEREAS, Atmos Energy Corporation ("Company") is engaged in the business of furnishing and supplying gas to the general public in the Town of Westlake ("Town"), including the transportation, delivery, sale, and distribution of gas in, out of, and through the Town for all purposes, and is using the public streets, alleys, grounds and rights-of-way within the Town for that purpose under the terms of a franchise ordinances duly passed by the governing body of the Town and duly accepted by Company or its predecessor in interest; and WHEREAS, the Town and Company desire to amend said franchise ordinance to provide for a different consideration; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, THAT: SECTION ONE: The consideration payable by Company for the rights and privileges granted to Company by the franchise ordinance duly passed by the governing body of this Town and accepted by Company or its predecessor in interest is hereby changed to be five percent (5%) of the Gross Revenues, as defined in the franchise ordinance. SECTION TWO: Franchise payments shall be made on the dates prescribed in the existing franchise and shall-be for the rights and privileges of the respective period during which the payment is made. SECTION THREE: This ordinance shall take effect for all franchise fees from May 1, 2008. Company shall, within thirty (30) days from the receipt of this ordinance, file its written acceptance of this ordinance with the Office of the Town Secretary in substantially the following form: To the Honorable Mayor and Board of Aldermen: Atmos Energy Corporation, acting by and through the undersigned authorized officer, hereby accepts in all respects, on this the day of , 2008, Ordinance No. 596 amending the current gas franchise between the Town and Atmos Energy Corporation. Atmos Energy Corporation By: Vice-President, Mid-Tex Division SECTION FOUR: In all respects, except as specifically and expressly amended by this ordinance, the existing franchise ordinance heretofore duly passed by the governing body of the Town shall remain in full force and effect. SECTION FIVE: The Town shall provide a copy of this Ordinance to Mr. david Park, Vice President of Rates and Regulatory Affairs, Atmos Energy Corp., 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240, no later than ten (10) business days after its final passage and approval. SECTION SIX: It is hereby officially found and determined that the meeting at which this Ordinance is passed is open to the public as required by law and that public notice of the time, place and purpose of said meeting was given as required. IIJVASSED ,iUD 11"PROTED YI' TiAE BOARD OF ALDERMEN OF THE TOWN OF day of 2008. Evej. . ! Laura Wheat, Mayor ATTEST: Nim 3utLer, i tuvil., i own secretary hi».Z!11 !i7_T.`ZIC!707!7-T L. Stanton Lowry, Town Attorney Town Attorney Town Westlake Boar- Calendar i Back up material has not been provided for this item. - Strategic Planning Retreat O 6/27 and 6/28, Embassy Suites, Grapevine—8:30 a.m. - NW Metroport Chamber of Commerce Luncheon, 7/1/08, 11:30 a.m. - Planning and Zoning Commission—7/24/08, 6 p.m. - Texas Municipal League Newly Elected Officials training O 7/25 —7/26/08, Austin, 7:30 a.m. o 8/8 - 8/9/08, Austin, 7:30 a.m. - Texas Municipal League Annual Conference and Exhibition o October 28—31,2008, San Antonio, Texas r" town of Westlake Back up material has not been provided for this item. .tr KEI Ht lw 9 SOUTHLAKE TEXAS �Po CITIES PARTNERSHIP Lki-I J';rLLER m SWTHLAKE TEXAS sp,2pt� (1 Do WESTLAKE I SOUTHLAKE r GRAPEVINE 26 � 362 1709 12 N KELLER 1709 109 m 114' 26 NORTH R I CH AND ,HILLS EULESS 170 377 1944 WES iLAKE SOUTHLAKE L GRAPEVINE KELLER I r NORTH 121 RIEHLPNO cb 1 7 HILLS 820 121 183 EULESS F, (TYP.) . �. 28' F-F 107' TxDOT R.O.W. 48' F 29' TOWN R.O.W. 28' F-F 1.5' 15. 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