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HomeMy WebLinkAbout01-28-13 TC Agenda PacketThe Regular Meeting of the Town of Westlake Town Council will begin immediately following the conclusion of the Town Council Workshop but not prior to the posted start time. TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING AGENDA January 28, 2013 WESTLAKE TOWN HALL 3 VILLAGE CIRCLE, 2ND FLOOR WESTLAKE, TX 76262 COUNCIL CHAMBERS or MUNICIPAL CONFERENCE ROOM Workshop Session: 5:00 p.m. Regular Session 6:30 p.m. Page 1 of 4 Workshop Session 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. REPORTS Reports are prepared for informational purposes and will be accepted as presented. (there will be no presentations associated with the report items) There will be no separate discussion unless a Board Member requests that report be removed and considered separately. a. Report of Quarterly Financial Dashboard and Analysis as well as Capital Projects for the Quarter ended December 31, 2012. b. Position Paper on 2013 Utility Rate Modification. c. Report of inter - governmental partnership opportunities. d. A report regarding the Town's capacity for reinvestment in technology, FFE and Capital Expenditures. e. Report on Westlake Residential Survey / DirectionFinders. 4. DISCUSSION ITEMS a. Discussion of Security Task Force Meeting Recommendations. (30 min) b. Discussion of the following; (1) proposed bond refunding, (2) issuance of $9.5 million in certificates of obligation for Westlake Academy expansion and a portion of ground storage tank project, (3) purchase of portables for Westlake Academy, (4) design contract for $8.5 million improvements, and (5) Construction manager -at -risk services. (30 min) (1a) c. Discussion of Zoning Change Application Z- 10 -01 -12 (Westlake Vellecito) and Zoning Change Application Z- 10 -02 -12 (Granada). (30 min) S. COUNCIL RECAP / STAFF DIRECTION 6. ADJOURNMENT Regular Session 1. CALL TO ORDER 2. CITIZEN PRESENTATIONS AND RECOGNITIONS: This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. The Council cannot by law take action nor have any discussion or deliberations on any presentation made to the Council at this time concerning an item not listed on the agenda. The Council will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. Page 2 of 4 3. CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council 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. Consider approval of the minutes from the meeting held on December 10, 2012. b. Consider approval of the minutes from the meeting held on January 7, 2013. c. Consider approval of Ordinance 694, Calling the May 11, 2013, General Election. (considere aprobacion de Ordenanza 694, Llamando el 11 de mayo de 2013, la Eleccion general) d. Consider approval of Ordinance 695, Calling the May 11, 2013, Special E I ectl o n. (considere aprobacion de Ordenanza 695, Llamando el 11 de mayo de 2013, la Eleccion special) e. Consider approval of Resolution 13 -01, Awarding the bid for Automated Ambulance Billing and Accounts Receivable Services to Emergicon, L.L.C. f. Consider approval of Ordinance 696, Amending Chapter 78 titled "Streets, Sidewalks and Other Public Places" Article I "In General" by renaming Article I and adding Section 78 -1, Providing for Public Park Hours. Pursuant to LCG 211.007(b) The Town Council may not take action. however discussion may ensue. on items 4. 5 and 6 of the aaenda until the Plannina and Zonina Commission makes a final recommendation. The Planning and Zoning Commission postponed this item during the January 22, 2013, meeting until February 20, 2013. 4. CONTINUE THE PUBLIC HEARING AND CONSIDERATION ORDINANCE 690, TO AMENDING THE COMPREHENSIVE PLAN "LAND USE MAP ". S. CONTINUE THE PUBLIC HEARING AND CONSIDERATION OF ORDINANCE 693, FOR APPROVAL OF AN ORDINANCE AMENDING THE PERMITTED USES AND DEVELOPMENT REGULATIONS OF PLANNING DISTRICT 1 -3 (PD1 -3) INCLUDING PERMITTED USE REGULATIONS AND RESIDENTIAL DEVELOPMENT STANDARDS INCLUDING HEIGHT, LOT SIZE, BUILDING LINES, BUILDING DESIGN, MINIMUM FLOOR AREA, LANDSCAPING, DRAINAGE, CONCEPT PLAN, AND OTHER DEVELOPMENT STANDARDS FOR SAID P1131 -3 TO ALLOW FOR A SINGLE - FAMILY RESIDENTIAL DEVELOPMENT ON AN 84 ACRE (APPROX.) TRACT LOCATED AT THE NORTHEAST CORNER OF FM 1938 (DAVIS BLVD) AND DOVE ROAD. 6. CONTINUE THE PUBLIC HEARING AND CONSIDERATION OF ORDINANCE 692 FOR APPROVAL OF AN ORDINANCE AMENDING THE PERMITTED USES AND DEVELOPMENT REGULATIONS OF PLANNING DISTRICT 1 -2 (PD1 -2) INCLUDING DEVELOPMENT GUIDELINES, DESIGN STANDARDS, ROADWAY DESIGN STANDARDS, RESIDENTIAL DEVELOPMENT STANDARDS, SIGNAGE STANDARDS, AND THE CONCEPT PLAN WITH PHASING IDENTIFIED FOR P1131 -2 TO ALLOW FOR A MIXED USE "VILLAGE" PLANNED DEVELOPMENT ON AN 85 ACRE (APPROX.) TRACT LOCATED AT THE NORTHEAST CORNER OF FM 1938 (DAVIS BLVD) AND SOLANA BOULEVARD. Page 3 of 4 7. DISCUSSION AND CONSIDERATION OF ADOPTING AN ORDINANCE 697 AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS; ESTABLISHING PROCEDURES FOR THE SALE AND DELIVERY OF THE BONDS; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER PROVISIONS RELATED TO THE SUBJECT TO INCLUDE "DELEGATED PRICING". (2) 8. CONSIDERATION OF ADOPTING A RESOLUTION 13 -02 AUTHORIZING THE TOWN'S CONSULTANTS AND STAFF TO PREPARE FOR THE ISSUANCE OF CERTIFICATES OF OBLIGATION IN THE AMOUNT OF $9.5 MILLION. (3) 9. DISCUSSION AND CONSIDERATION REGARDING RESOLUTION 13 -03, A CONTRACT WITH BENNETT, BENNER, PETTIT, INC., FOR ARCHITECTURAL SERVICES OF THE PHASE ONE OF THE WESTLAKE ACADEMY CAMPUS EXPANSION PROJECT. 10. FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under "Future Agenda Item Requests ", an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item's relationship to the Council's strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. 11. STRATEGIC ISSUES CALENDAR 12. COUNCIL CALENDAR 13. ADJOURNMENT ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS 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. CERTIFICATION I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village Circle, January 23, 2013, by 6:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. Kelly Edwards, 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. Page 4 of 4 Town of Westlake Item # 2 — Pledge of Allegiance Texas Pledge: "Honor the Texas flag; I pledge allegiance to thee, Texas, one state under God, one and indivisible. " Town of Westlake Item # 3— Reports REPORTS Reports are prepared for informational purposes and will be accepted as presented. (there will no presentations associated with the report items) There will be no separate discussion unless a Council Member requests that report be removed and considered separately. a. Report of Quarterly Financial Dashboard and Analysis as well as Capital Projects for the Quarter ended December 31, 2012. b. Position Paper on 2013 Utility Rate Modification. c. Report of inter - governmental partnership opportunities. d. A report regarding the Town's capacity for reinvestment in technology, FFE and Capital Expenditures. e. Report on Westlake Residential Survey / DirectionFinders. ),estlake Town Council } t TYPE OF ACTION Workshop - Report Westlake Town Council Meeting Monday, January 28, 2013 Topic: Report of Quarterly Financial Dashboard and Analysis as well as Capital Projects for the Quarter ended December 31, 2012 STAFF CONTACT: Debbie Piper, Finance Director DECISION POINTS Start Date Completion Date Timeframe: N/A N/A Funding: Amount- N/A Status- ®N /A Source- N/A Decision Alignment -17 Strategy Map or WM Connection Strategic Issue Connection Pagel of 3 VVM Perspective Desired Outcome Exemplary Financial FS.Maintain Excellence in Governance Stewardship Reporting and Financial Standards Strategic Issue Outcome Staff Action Strate 5. Budget according Fiscal Stewardship & to established SA 05.2: Continually Monitor Organizational service level Revenue and Expenditures Effectiveness provisions within departments. -17 Strategy Map or WM Connection Strategic Issue Connection Pagel of 3 EXECUTIVE SUMMARY The 1st quarter "Dashboard" reports and "Analysis" for the FY 2012 -13 are attached. Our goal is to have a concise and easy to understand document regarding the financials of our three (3) major funds: General Fund, Visitors Association Fund and the Utility Fund. The remaining funds are a function of transfers in, related expenditures and transfers out; therefore, we have not prepared quarterly reports for these funds. We have also included an additional report related to the capital projects year -to -date expenses as well as an update of the projects. Please note on each individual fund's report, you will see an "A ", and on the Utility Fund a "% ", beside several revenue line items. The "A" indicates that specific "YTD Actual" line -items are based on the accrual method. This means that revenue received after 12/31/12 but related to that specific quarter, i.e. sales tax, franchise fees, hotel occupancy tax, etc. was added to the "YTD Actual" for comparison to the budget. The "YTD Budget" is based on 3 months out of the 12 month budget; therefore, it's reasonable to accrue the amount to show 3 months of actual receipts. In addition to accruing the water revenue receipts for the "YTD Actual ", the YTD Budget" calculation has been changed from 3 months of the 12 month period to a much better representation of that fund's revenue. Because the majority of the water revenue is received in the spring and summer (hotter, dryer months), the "YTD Budget" calculation is now being based on the percentage of revenues received for the first three months of the prior year. In review, these quarterly reports contain a "dashboard" display complete with major revenue and expenditure categories. A comparison of the "YTD Budget" amount and the "YTD Actuals" at 12/31/12 has been presented. The color green obviously means that we are good in those specific line items when comparing "YTD Budget" to "YTD Actuals ". Any concerns between these two areas show up as yellow (cautionary) or red (critical). A summary is presented at the bottom of each fund page indicating the net revenues over (under) expenditures along with the projected ending fund balances for the Adopted Budget, YTD Budget as well as the YTD Actuals. The operating days remaining in Unrestricted Fund Balance have been calculated using operating expenditures. Our Fiscal and Budgetary Policies state that we will strive to maintain 90 days of operations. Note the "Analysis" is color coded and corresponds to the specific line -item on the "Dashboard" report. All "cautionary" and "critical" items are detailed with explanations of the variances. I have explained several of the line -items that were greater (green) in revenue than we anticipated helping you understand what specifically happened with that revenue line -item. I have also prepared explanations for several expenditures that were considerably under budget so you may see why these funds have not been expended. Beside each major category or department on the explanation page, you will find a number that reflects the exact variance in that department /line- item. Page 2 of 3 ORGANIZATIONAL HISTORY/RECOMMENDATION This report is being provided in keeping with the strategic plan which encourages financial stewardship that is transparent and timely. ATTACHMENTS Quarterly Financial Dashboard and Analysis for the Quarter Ended 12/31/12 for the following funds: • General Fund • Visitors Association Fund • Utility Fund Capital Improvements Update Page 3 of 3 TOWN OF WESTLAKE General Fund Quarterly Financial Dashboard Quarter Ended 12/31/2012 A Based on accrual method Revenue Legend Positive >90% Cautious 70 % -90% Negative <70% FY 2012 REVENUES AND OTHER SOURCES YTD Budget Actual A General Sales Tax 452,561 A Property Tax 451,985 A Franchise Fees 177,626 Permits and Fees 110,795 Fines & Forfeitures 100,071 Contributions 81,250 A Misc Income 19,624 Total Revenues 1,393,912 Other Sources - Transfers In 21,331 Total Revenues and Other Sources $ 1,415,243 A Based on accrual method Revenue Legend Positive >90% Cautious 70 % -90% Negative <70% Expenditure Legend Positive <100% Cautious 100% - 110% Negative >110% FY 2012 EXPENDITURES AND OTHER USES YTD Budget Actual Payroll & Related Taxes, Insurance 535,903 Operations & Maintenance 434,219 Total Expenditures 970,121 Other Uses - Transfers Out * 583,775 Total Expenditures and Other Uses $ 1,553,896 Expenditure Legend Positive <100% Cautious 100% - 110% Negative >110% FY2013 ADOPTED BUDGET Annual FY 2012 SUMMARY Budget YTD 627,616 1,183,514 Actual Total Revenues and Other Sources 167,598 1,415,243 Total Expenditures and Other Uses 560,000 1,553,896 Excess Revenues /Sources Over (Under) 24,575 5,472,086 1,379,265 $ (138,654) Expenditures /Uses $ 1,390,991 - Beginning Fund Balance 0 3,323,861 Ending Fund Balance $ 3,185,207 Restricted Funds (143,279) 253,532 Unrestricted Fund Balance $ 2,931,675 # of Operating Days $ (147,116) 236 Daily Operating Cost $ 12,446 FY2013 ADOPTED BUDGET Annual 1st Qtr Budget Budget 2,490,000 627,616 1,183,514 298,310 664,925 167,598 476,150 120,016 560,000 141,151 97,497 24,575 5,472,086 1,379,265 46,519 11,725 $ 5,518,605 $ 1,390,991 FY2013 ADOPTED BUDGET Annual Budget 1st Qtr Budget 2,152,907 2,149,877 542,651 541,887 4,302,784 2,944,319 1,084,537 742,130 $ 7,247,103 $ 1,826,667 FY2013 ADOPTED BUDGET Annual 1st Qtr Budget Budget 5,518,605 1,390,991 7,247,103 1,826, 667 $ (1,728,499) $ (435,676) 4,383,390 4,383,390 $ 2,654,891 $ 3,947,714 247,226 247,226 2,407,665 3,700,488 187 149,370 $ 12,869 8,219 FY2013 DASHBOARD VARIANCE 1st Quarter Actual vs over (under) Actual Adopted budget 478,400 76% (149,216) 455,702 153% 157,391 5,819 3% (161,778) 116,975 97% (3,041) 149,370 106% 8,219 - 0% 0 29,720 121% 5,145 1,235,986 90% (143,279) 7,889 67% (3,836) L$--,, 243,875 89% $ (147,116) FY2013 1st Quarter Actual DASHBOARD VARIANCE Actual vs Adopted over (under) budget 498,903 380,767 92% 70% (43,748) (161,120) 879,670 393,844 81% 53% (204,868) (348,286) $ 1,273,514 70% $ (553,153) EXEMPLARY GOVERNANCE Town Officials, both FY2013 Elected and Appointed, 1st Quarter exhibit Respect, Actual Stewardship, Vision, and Transparency 1,243,875 1,273,514 SERVICE $ (29,639) 4,383,390 EXCELLENCE Public Service that is $ 4,353,751 410,117 Responsive and Professional, while balancing Efficiency, $ 3,943,635 Effectiveness and 306 Financial Stewardship $ 12,869 Town of Westlake Dashboard Analysis for Quarter Ended 12 -31 -2012 GENERAL FUND REVENUES AND OTHER SOURCES SALES TAX INCOME ($149,216 • At 76% of budget • YTD Adopted Budget is $627,616 • YTD Actual is $478,400 • Sales tax revenues are received from the State two months after paid. Because the Town is on a modified accrual basis, we are able to recognize these revenues when earned; therefore, we were able to recognize the revenues we received in October and November in the prior year. ■ We have only received two months of revenues for the CY • Dec 2012 received $256,258 for Oct 2012 payments • Jan 2013 received $222,142 for Nov 2012 payments ■ Feb 2013 — have not received funds yet for Dec 2012 sales tax o $443,449 was received in February 2012 for December in the prior fiscal year PROPERTY TAX INCOME +$157,391 • At 153% of budget • YTD Adopted Budget is $298,310 o YTD Actual is $455,702 • Income will not be distributed evenly over the fiscal year • Majority of taxes will be received within 1St and 2nd quarters ® FRANCHISE FEE INCOME ($161,778) • At 3% of budget • YTD Adopted Budgeted $167,598 • YTD Actual $5,819 o 1st quarter payments have not been received yet • AT &T - (Received $51,057 1St qtr. PY) • Verizon (Received $11,021 1St qtr. PY) • Atmos - (Annual payment typically received in February) • Tri- County - (Received $71,908 1St qtr. PY) • Misc. Franchise Fees —(Received $12,024 1St qtr. PY) 2 Town of Westlake Dashboard Analysis for Quarter Ended 12 -31 -2012 GENERAL FUND Q TRANSFERS IN ($3,836) • At 67% of budget • YTD Adopted Budgeted $11,725 • YTD Actual $7,889 ■ Transfers in from Utility Fund for Impact Fees under budget $3,818. The YTD Budget is $9,452 and we have received $5,634 due to lower than expected number of new homes requesting meter installations EXPENDITURES AND OTHER USES -.00 PAYROLL WAGES & RELATED TAXES & INSURANCE ($43,748) • YTD Adopted Budget is $542,651 • YTD Actual is $498,903 • Employee increases are based on anniversary dates (and some have not received their annual increase yet) this amount will increase as the year goes on. • This cost is also affected by employee taxes and insurances costs and will fluctuate as policies change; medical, dental, life, workers comp, unemployment OPERATIONS AND MAINTENANCE ($161,120) • At 70% of budget • YTD Adopted Budget is $541,877 • YTD Actual is $393,844 ■ The first quarter payment for the Keller Police Contract was paid on January 4t", 2013 for $196,301 OTHER USES - TRANSFERS OUT ($348,286) • At 53% of budget • YTD Adopted Budget is $742,130 • YTD Actual is $393,844 ■ This amount is primarily comprised of a $2M transfer out (inter -fund loan) to the Utility Fund for the construction of a ground storage tank. No funds have been transferred for the first quarter because different funding options are being reviewed. 3 TOWN OF WESTLAKE Visitors Association Fund Quarterly Financial Dashboard Quarter Ended 12/31/12 REVENUES AND OTHER SOURCES A Hotel Occupancy Tax Misc Income Total Revenues and Other Sources A Based on accrual method Color Legend Positive >90% Cautious 70%-90% Negative <70% EXPENDITURES AND OTHER USES Operations & Maintenance Operating Transfers for Payroll Other Uses - Transfers Out Total Expenditures and Other Uses Color Legend Positive <100% Cautious 100% -110% Negative >110% SUMMARY Total Revenues and Other Sources Total Expenditures and Other Uses Excess Revenues /Sources Over (Under) Expenditures /Uses Beginning Fund Balance (Audited) Ending Fund Balance Restricted Funds Assigned Fund Balance # of Operating Days Daily Operating Costs FY 2012 YTD Actual FY2013 ADOPTED BUDGET FY2013 1st Quarter Actual DASHBOARD VARIANCE Annual Budget 1st Qtr Budget Actual vs Adopted over (under) budget 120,984 2,621 540,350 21,550 136,198 5,432 119,137 5,108 87% 94% (17,061) (323) $ 90,199 $ 561,900 $ 141,630 $ 124,246 88% $ (17,384) FY 2012 FY2013 ADOPTED BUDGET FY2013 DASHBOARD VARIANCE YTD Annual 1st Qtr 1st Quarter Actual vs over (under) Actual Budget Budget Actual Adopted budget 24,768 249,202 62,813 32,509 52% (30,303) 59,877 255,225 64,331 53,521 83% (10,809) 45,943 192,711 48,574 44,060 91% (4,514) $ 130,588 $ 697,138 1 $ 175,717 $ 130,091 1 74% 4 EXEMPLARY GOVERNANCE Town Officials, both Elected and Appointed, exhibit Respect, Stewardship, Vision, and Transparency SERVICE EXCELLENCE Public Service that is Responsive and Professional, while balancing Efficiency, Effectiveness and Financial Stewardship FY 2012 FY2013 ADOPTED BUDGET FY2013 Annual 1st Qtr YTD 1st Quarter Actual Budget Budget Actual 90,199 561,900 141,630 124,246 130,588 697,138 175,717 130,091 $ (40,389) $ (135,238) $ (34,087) $ (5,845) 1,111, 281 1,047, 547 1,047, 547 1,047,547 $ 1,070,892 $ 912,309 $ 1,013,460 $ 1,041,702 182,396 183,692 183,692 183,692 $ 888,496 $ 728,617 $ 829,768 $ 858,010 675 527 3,640 $ 1,317 $ 1,382 $ 236 4 EXEMPLARY GOVERNANCE Town Officials, both Elected and Appointed, exhibit Respect, Stewardship, Vision, and Transparency SERVICE EXCELLENCE Public Service that is Responsive and Professional, while balancing Efficiency, Effectiveness and Financial Stewardship Town of Westlake Dashboard Analysis for Quarter Ended 12 -31 -2012 VISITORS ASSOCIATION FUND REVENUES AND OTHER SOURCES HOTEL OCCUPANCY TAX INCOME ( +$17,061) • At 87% of budget • YTD Adopted Budget is $136,168 • YTD Actual is $119,137 ■ Revenues typically increase during summer vacation months EXPENDITURES AND OTHER USES OPERATIONS AND MAINTENANCE ($30,303 • At 52% of budget • YTD Adopted Budget is $62,813 • YTD Actual is $32,509 ■ Marriott Marketing Expenditure ($10,082) • Total budget $40,000 • At 0% of YTD budget • YTD Adopted Budget is $10,082 • YTD Actual is $0 o No incentive requests have been received to -date ■ Marriot Transportation ($17,644) • Total budget $70,000 • At 0% of YTD budget • YTD Adopted Budget is $17,644 • YTD Actual is $0 o 1St quarter invoice has not been received from Marriott 5 Town of Westlake Dashboard Analysis for Quarter Ended 12 -31 -2012 VISITORS ASSOCIATION FUND OPERATING TRANSFERS FOR PAYROLL ($10,809) • At 83% of budget • YTD Adopted Budget is $64,331 • YTD Actual is $53,521 • Amount transferred is in direct relation to payroll costs; because employees' adjustments are based on anniversary dates (and some have not received their adjustment yet) this amount will increase as the year goes on. • This cost is also affected by employee taxes and insurances costs and will fluctuate as policies change; medical, dental, life, workers comp, unemployment OTHER USES - TRANSFERS OUT ($4,514) • At 91% of budget • YTD Adopted Budget is $64,331 • YTD Actual is $44,060 ■ Transfers Out to Debt Service Fund ($4,496) • At 90% of budget • YTD Adopted Budget is $46,300 • YTD Actual is $41,805 C. TOWN OF WESTLAKE Utility Fund - 500 Quarterly Financial Dashboard Quarter Ended 12/31/12 A Based on accrual method Based on % of PY Actual at quarter -end Revenue Legend Positive >90% Cautious 70% - 90% Negative <70% FY2012 FY2013 ESTIMATED BUDGET FY2013 DASHBOARD VARIANCE REVENUES AND OTHER SOURCES 1 Quarter 1 Quarter Annual 1 Qtr Actual vs over (under) Actual Actual Budget Budget Actual Adopted budget A% Water Revenues 16% 351,456 2,059,000 324,794 390,485 120% 65,691 A% Sewer /Waste Revenues 16% 102,887 587,850 95,754 109,746 115% 13,991 Tap /Impact Fee Revenues 31,985 60,835 15,334 8,234 54% (7,100) Misc Revenues 12,089 99,434 25,063 11,073 1 44% (13,990) Total Revenues 498,416 2,807,119 460,945 519,538 113% 58,593 Other Sources - Transfers in 31,576 2,000,000 504,110 - 0% (504,110) Total Revenues and Other Sources $ 498,416 $ 4,807,119 $ 965,054 $ 519,538 54% $ (445,517) A Based on accrual method Based on % of PY Actual at quarter -end Revenue Legend Positive >90% Cautious 70% - 90% Negative <70% Expense Legend Positive <100% Cautious 101 % - 110 %I Negative >110% 1 FY2012 FY2013 ESTIMATED BUDGET FY2013 DASHBOARD VARIANCE Annual 1 Qtr Actual vs over (under) EXPENSES AND OTHER USES 1 Quarter 1 Quarter Actual Actual Budget Budget Actual Adopted budget Water Purchases 101,684 1,110,600 279,932 77,925 28% (202,007) Operations & Maintenance 155,738 1,028,661 259,279 198,705 77% (60,574) Capital Projects 16,646 2,161,871 544,910 54,252 10% (490,658) Total Expenses 274,067 4,301,132 1,084,121 330,881 31% (753,240) Operating Transfer Out for Payroll 60,352 273,812 69,016 39,800 58% (29,216) Other Uses - Transfers Out 31,576 87,500 22,055 18,134 82% (3,921) Total Expenses and Other Uses $ 365,996 $ 4,662,444 $ 1,175,191 $ 388,815 33% $ (786,376) Expense Legend Positive <100% Cautious 101 % - 110 %I Negative >110% 1 7 EXEMPLARY GOVERNANCE Town Officials, both Elected and Appointed, exhibit Respect, Stewardship, Vision, and Transparency SERVICE EXCELLENCE Public Service that is Responsive and Professional, while balancing Efficiency, Effectiveness and Financial Stewardship FY2012 FY2013 ESTIMATED BUDGET FY2013 Annual 1 Qtr SUMMARY 1 Quarter 1 Quarter Actual Budget Budget Actual Total Revenues and Other Sources 498,416 4,807,119 965,054 519,538 Total Expenditures and Other Uses 365,996 1 4,662,444 1,175,191 388,815 Excess Revenues /Sources Over (Under) Expenditures /Uses $ 132,421 $ 144,675 $ (210,137) $ 130,723 Beginning Fund Balance (Audited) 2,009,366 2,970,299 2,970,299 2,970,299 Ending Fund Balance $ 2,141,787 $ 3,114,974 $ 2,760,162 $ 3,101,022 Restricted Funds 149,050 153,522 153,522 150,550 Unrestricted Fund Balance $ 1,992,737 2,961,453 2,606,640 $ 2,950,472 Total Operating Expenses $ 2,308,302 $ 2,413,073 $ 316,429 # of Operating Days 315 448 446 Daily Operating Cost $ 6,324 $ 6,611 $ 6,611 7 EXEMPLARY GOVERNANCE Town Officials, both Elected and Appointed, exhibit Respect, Stewardship, Vision, and Transparency SERVICE EXCELLENCE Public Service that is Responsive and Professional, while balancing Efficiency, Effectiveness and Financial Stewardship Town of Westlake Dashboard Analysis for Quarter Ending 12 -31 -2012 UTILITY FUND REVENUES AND OTHER SOURCES WATER REVENUES $65,691 • At 120% of budget • YTD Adopted Budget is 324,794 • YTD Actual is $390,485 • Continued drought has increased volume of water sold. • Anticipate a Rate Study Presentation to the Council in February 2013. SEWER /WASTE REVENUES $13,991 • At 115% of budget • YTD Adopted Budget is $95,754 • YTD Actual is $109,746 ■ Sewer averages work in correlation with increased water usage and are based on December, January and February consumption. TAP /IMPACT FEE REVENUES( $7,100) • At 54% of budget • YTD Adopted Budget is $15,334 • YTD Actual is $8234 • Lower than expected number of new homes requesting meter installations. • Water Tap Fees under budget $2,308 • Sewer Tap Fees under budget $921 • Impact Fees under budget $3,871 E:3 Town of Westlake Dashboard Analysis for Quarter Ending 12 -31 -2012 UTILITY FUND 4M MISC REVENUES ($13,990) • At 44% of budget • YTD Adopted Budget is $25,063 • YTD Actual is $11,073 • Duct Bank Leases ($7,805) • At 0% of budget • YTD Adopted Budget is $7,805 • YTD Actual is $0 • Revenue will be recognized in September 2013 • Pertains to revenues received in prior years and is recorded in "Deferred Revenue" until earned. • TRA Wastewater Settle -Up ($7,902) • At 0% of budget • YTD Adopted Budget is $7,902 • YTD Actual is $0 ■ Historically the Town has received this revenue in June of each year. TRANSFER IN ($504,110) • At 0% of budget • YTD Adopted Budget is $504,110 • YTD Actual is $0 ■ This amount is comprised of a $2M transfer in (inter -fund loan) from the General Fund for the construction of a ground storage tank project. No amounts have been transferred for the first quarter because different funding options are being reviewed. M Town of Westlake Dashboard Analysis for Quarter Ending 12 -31 -2012 UTILITY FUND EXPENSES AND OTHER USES WATER PURCHASES ($202,007) • At 28% of budget • YTD Adopted Budget is $279,932 • YTD Actual is $77,925 • Invoices for water purchases are typically 6 to 8 weeks in arrears. • One invoice has been paid in December for October purchases • Peak Payments are the same base charge each month and will be settled up at year -end. OPERATIONS AND MAINTENANCE ($60,574) • At 77% of budget • YTD Adopted Budget is $259,279 • YTD Actual is $198,705 • Debt Service ($40,694) • At 27% of budget • YTD Adopted Budget is $55,690 • YTD Actual is $14,996 • IFA Debt Payment to 4B ($7,494) — annual payment of $29,731 will be made in September 2013. • Keller Overhead Storage Debt ($29,796) - annual payment of $118,212 will be paid in March 2013 • Repair & Maintenance ($29,624) • At 17% of budget • YTD Adopted Budget is $35,666 • YTD Actual is $6,042 ■ All repairs and maintenance are performed on an as- needed basis 10 Town of Westlake Dashboard Analysis for Quarter Ending 12 -31 -2012 UTILITY FUND CAPITAL PROJECTS ($490,658) • At 10% of budget • YTD Adopted Budget is $544,910 • YTD Actual is $54,252 ■ This amount is primarily comprised of a $2M construction of a ground storage tank project. Different funding options are being reviewed at this time. �! PAYROLL TRANSFERS OUT ($29,216) • At 58% of budget • YTD Adopted Budget is $69,016 • YTD Actual is $39,800 • Amount transferred is in direct relation to payroll costs; because employees adjustments are based on anniversary dates (and some have not received their adjustment yet) this amount will increase as the year goes on. • This cost is also affected by employee taxes and insurances costs and will fluctuate as policies change; medical, dental, life, workers comp, unemployment OTHER USES - TRANSFERS OUT ($3,921) • At 82% of budget • YTD Adopted Budget is $22,015 • YTD Actual is $18,134 • Impact Fees Transfered out to the General Fund ($3,818) • At 60% of budget • YTD Adopted Budget is $9,452 • YTD Actual is $5,634 ■ Lower than expected number of new homes requesting meter installations. 11 Town of Westlake Update for Quarter Ended 12 -31 -2012 CAPITAL PROJECTS UPDATE FM 1938 Streetscape /Wayfinding o Total Project Cost: $3,575,155 o Project -to -Date Expended: $941,351 o Project Completion: 26% o Adopted Annual Budget: $1,353,469 o YTD Actual: $3,275 The median landscape project started in mid - December. During this time, the contractor has been installing irrigation. Over the coming weeks, the contractor will be working on preparing the planting beds and pouring decorative concrete that will match the existing pavement enhancements that are at our key intersections. The contractor estimates that bed preparation will be finished by February at which time they will begin installing irrigation. Since the work is in the median, they do not anticipate any lane closures except during delivery of plants, sod, trees, and irrigation materials. SH 114 /Hwy 170 Enhancements o Total Project Cost: $1,079,900 o Project -to -Date Expended: $231,933 o Project Completion: 0% o Adopted Annual Budget: $345,460 o YTD Actual: $224,433 This project is a joint regional effort between Westlake, Trophy Club, and Roanoke. The work will include re- painting of the existing sound wall on the north side of SH 114, and the existing bridges at Lois Street, Westlake Parkway, and Trophy Lake Drive to match the paint scheme at the FM 1938 and Westlake Parkway bridges over SH 114. We anticipate the painting work to begin within the next month. Stagecoach Hills Street Reconstruction and Drainage o Total Project Cost: $498,900 o Project -to -Date Expended: $416,341 o Project Completion: 100% o Adopted Annual Budget: $41,680 o YTD Actual: $2,415 This project was completed in July 2012, however as you may recall, some significant cracking developed in two sections of pavement. As indicated in our last report to Council at the November 14th meeting, we have filled the voids in the cracks and sealed them in mid - December per the design engineers' recommendation. Additionally, we have and will be monitoring these repairs every 30 days. 12 Town of Westlake Update for Quarter Ended 12 -31 -2012 CAPITAL PROJECTS UPDATE Dove Road Reconstruction and Drainage (Vaquero —Terra Bella) o Total Project Cost: $626,940 o Project -to -Date Expended: $0 o Project Completion: 0% o Adopted Annual Budget: $221,995 o YTD Actual: $0 This project includes reconstruction of approximately 6,500 LF of Dove Road, replace /improve culverts /ditches, and the construction of sidewalks from FM 1938 to Glenwyck. The project schedule calls for engineering design of the sidewalks and street in FY 12/13 with construction starting in FY 13/14. We will begin engineering design early summer 2013. Trail Connection at Hwy 114 and Solana o Total Project Cost: $15,000 o Project -to -Date Expended: $0 o Project Completion: 0% o Adopted Annual Budget: $15,000 o YTD Actual: $0 Staff has been working with Cassidy /Turley regarding the future development on the corner of Solana Blvd and Hwy 114. In the fall of 2012 Cassidy /Turley received quotes on a crushed granite trail. Town staff requested them to get pricing on concrete and the stated the Town would be willing to share in a portion of the cost. Due to the Holiday and other scheduling conflicts, staff has not met with Cassidy/ Turley staff. The next monthly meeting is schedule in February. Westlake Portion of Hillwood Projects o Total Project Cost $1,133,740 o Project -to -Date Expended: $100,577 o Project Completion: 90% o Adopted Annual Budget: $1,044,000 o YTD Actual $929 We were able to complete all of the street construction in time for the start of school. Since that time the contractor has completed all of the trails from the Vaquero underpass to Westlake Academy. This includes installation of a crosswalk at Westlake Academy and improving the drainage conditions at the Vaquero underpass. While the entire section of sidewalk has been constructed, there are miscellaneous items that the contractor will be working on. We anticipate the current phase being completed within the next 2 to 3 weeks. During this time the landscaping /tree planting for Dove and Ottinger Roads will begin. There will be approximately 500 trees planted along Dove and Ottinger Roads. 13 Town of Westlake Update for Quarter Ended 12 -31 -2012 CAPITAL PROJECTS UPDATE Westlake Academy North Driveway Lighting • Total Project Cost: $40,000 • Project -to -Date Expended: $0 • Project Completion: 0% • Adopted Annual Budget: $40,000 • YTD Actual: $0 This project entails combination light poles and bollard lighting along the north driveway of the Westlake Academy campus. Proposals are due by January 31St for the project. Estimated completion on the project is April 2013 due to the lead time on the light poles and bollards. Hwy 377 & Westport Parkway Signal • Total Project Cost: $75,000 • Project -to -Date Expended: $71,801 • Project Completion: 0% • Adopted Annual Budget: $25,000 • YTD Actual: $21,801 This intersection is currently uncontrolled (does not have a traffic signal). This is a regional project between Westlake, Tarrant County, Fort Worth, TxDOT, and Union Pacific Railroad that will include the installation of traffic signals that will be operated and maintained by TxDOT. Westlake will be responsible for 1/3 of the construction costs. We expect this TxDOT /UPR project to begin late spring. Westlake Academy Expansion • Total Project Cost: $8,535,000 • Project -to -Date Expended: $39,517 • Project Completion: Less than 1% • Adopted Annual Budget: $1,350,000 • YTD Actual: $3,199 This project includes the following three buildings (Phase 1) of the Facility Plan presented by BB &P and adopted by the Town Council on November 12, 2012. • Cafetorium (for use as a cafeteria, gymnasium and auditorium) • Secondary classroom building • Fieldhouse (containing locker rooms and storage space for athletic equipment Staff is bringing a resolution to Council regarding the authorization for contractors and staff to move forward with the issuance of $8.5M in Certificates of Obligation for the construction of this expansion as well as requesting approval of the architectural services from BB &P. 14 Town of Westlake Update for Quarter Ended 12 -31 -2012 CAPITAL PROJECTS UPDATE TRA Assumption of N -1 Sewer Line o Total Project Cost: $127,338 o Project -to -Date Expended: $0 o Project Completion: 0% o Adopted Annual Budget $127,338 o YTD Actual Spent: $21,824 As you may recall, Council approved a contract for sanitary sewer repair work in Vaquero at the April 2012 Council meeting. The repair work was TRA's requirement to assume the N -1 sanitary sewer line that is jointly owned by Westlake and Southlake. Staff has requested a meeting with TRA and Southlake within the next couple of weeks to discuss our next steps to transfer the line. We anticipate the N1 Sewer Line Transfer Project to start in early summer 2013. N -1 Sewer Line Inflow & Infiltration Repairs o Total Project Cost: $200,00 o Project -to -Date Expended: $199,650 o Project Completion: 97% o Adopted Annual Budget: $34,533 o YTD Actual Spent: $28,528 The contractor is very close to finishing the location and repair of remaining sanitary sewer clean -outs that were damaged or buried during construction of the home or maintenance of landscape installation and expect to be completed within the next couple of months. 1 MG Ground Storage Tank o Total Project Cost: Originally $2,000,000; Amend to $1,500,000 o Project -to -Date Expended: $3,900 o Project Completion: Less than 1% o Adopted Annual Budget: $2,000,000; Amend to $1,500,000 o YTD Actual $3,900 As you may recall, this project will consist of designing and constructing a new ground storage tank at the existing pump station. We anticipate this tank will be a 1,000,000 gallon tank and will be needed to augment services once Deloitte has become fully staffed. Maintenance (consisting of inspection and cleaning) would not be expected until year two. We are currently in the engineering /design phase of the project and anticipate a contract award date at a regular Council meeting in May or June 2013. 15 f � ),estlake Town Council } t TYPE OF ACTION Workshop - Report Westlake Town Council Meeting Monday, January 28, 2013 Topic: Position Paper on 2013 Utility Rate Modification STAFF CONTACT: Jarrod Greenwood, Director of Public Works DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 February 25, 2013 Funding: Amount- OT Status- ®N /A Source- N/A Decision Alignment Strategy Map or VVM Connection Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome Exemplary Financial FS. Sustain Fiscal Health s Governance Stewardship Strategic Issue Outcome Staff Action Strategy \` Fiscal Stewardship & 1. Existing Infrastructure Organizational Reinvestment SA 05.4: Financial Policy Effectiveness (Current Assets) Strategy Map or VVM Connection Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY The current utility rates and rate structure were adopted in June 2011 and adjusted for rate increases (pass - through) from the City of Fort Worth, our wholesale water provider, and Trinity River Authority, our wholesale wastewater provider. Town staff recently conducted a comprehensive rate study with rate analyst, Carolyn Marshal. Municipalities typically conduct a comprehensive rate study about every three years, with staff making adjustments in between. The attached Position Paper provides Council with information regarding the current and proposed rates and structures, as well as, staff's recommendation. A water rate workshop item will be placed on the February 25th Council Workshop for discussion. ORGANIZATIONAL HISTORY /RECOMMENDATION OT ATTACHMENTS Position Paper on 2013 Utility Rate Modification Page 2 of 2 TOWN OF WESTLAKE POSITION PAPER ON 2013 UTILITY RATE MODIFICATION January 28, 2013 INTRODUCTION Prior to presentation of a rate study findings, Town staff thought it would be helpful to provide the following information regarding several rate making issues. There have been Council presentations the last several years over the determination of the utility rate charges for water and sewer services. As with previous rate studies, an objective outside consultant was hired to assist staff in determining the fiscal health of the Utility Fund and the rates charged to our customers. The consultant has determined the need exists to raise some parts of our rates, while maintaining the same charges for others, and restructure our water and sewer rate tiers. However, the Town must also have a rate structure that is perceived as "fair" in determining who should pay what for this service. Let us make two fundamental assumptions. First, the provision of water and sewer service (capacity service) to each home /business location is a fundamental Town service that must be provided to each location regardless of usage. The costs of providing that capacity service should be appropriately included in the rates paid by each user. Just as the police services or school services are provided for those who require them but paid for by all taxpayers, so should capacity service be considered and delivered. The second fundamental assumption is that the variable input that ratepayers do have some significant control over is the amount of water that they use for irrigation, and that it is not the responsibility of the Town to provide irrigation water without being appropriately reimbursed for the cost of providing that water to the user. CURRENT FINANCIAL POLICY The Town's Utility Fund (water and sewer operations) is not a profit center. Rather, the budget for these operations reflect only the actual costs of meeting the many obligations, demands and mandates on the Town's water and sewer systems consistent with the health, safety and Page 1 of 4 expectations of the state, as well as, the Town's utility customers and in accordance with the Town's Financial Policy found in the adopted FY 2012 -13 on page 261 (see Policy below). ENTERPRISE FUND RATES. Utility rates and rate structures for water and sewer services will be constructed to target full cost of service recovery. Annually the Town will review and adopt water and sewer utility rates and a rate structure that generates revenue sufficient to fully cover operating expenses, meet the legal restrictions of all applicable bond covenants, provide for an adequate level of working capital, and recover applicable general/administrative costs. The bottom line is that there is no free lunch. The Town in each fiscal year must raise and appropriate sufficient revenues to meet its budget for water and sewer operations. Deficit financing is not an option. By all objective measures, system costs like wholesale water and sewer charges are going to continue to rise. The process of setting the rates must be open and transparent to the Town's residents so that they can have confidence a proper job is being done in maintaining the system and setting rates. CURRENT RATE MODEL The Town of Westlake's current water and sewer rate system is comprised of two separate charges: fixed and variable costs. The monthly minimum charges assessed to each account are meant to cover the fixed costs associated with owning and operating the system. Variable charges reflect the consumption charge and vary based on the amount of water the customer consumes. The increasing block rate varies based on the consumption of water by a customer. This methodology is utilized by an overwhelming majority of municipalities in the D /FW Metroplex and is generally considered by all state and federal agencies to be a conservation promoting method since it is intended to send a pricing signal to customers to use less water. 1. Fixed Costs /Capacity Services: First, the Town delivers to every home and business (ignoring some minor exceptions) capacity for water delivery and wastewater removal; can be referred to this as the "Capacity Services." They include the installation and maintenance of infrastructure (water and sewer mains, fire hydrants, meters, water tower and so on). Capacity services are a public good, much the same as the delivery of police protection, drivable roadways, and educational services. Every user must have available to their property connections to water and sewer pipes, infrastructure for actual water use, as well as hydrant availability for fire protection. The monthly minimum should include the capacity services. Even if a home is unoccupied for a year, the infrastructure costs to be able to deliver water and sewer services do not go away. The daily charge needs to cover the capacity service costs. 2. Variable Costs/Delivery Services: In addition to the fixed costs, the Town arranges for and provides the actual delivery of clean water and the removal and treatment of wastewater from the residents and commercial customers (again, ignoring some minor exceptions). Variable charges would include the increased amount of water purchased or wastewater treated, electricity used, accelerated infrastructure depreciation, and repair costs. Page 2 of 4 PROPOSED RATE AND MODEL CHANGES The proposed rate changes will create a 10% difference between commercial and residential accounts which is contrary to the existing rate philosophy; residential and commercial rates are the same. Based on the current rate study, which included a comprehensive analysis of the Town's usage patterns and service demand levels, the 10% difference between residential and commercial is warranted due to: • An average commercial account's water consumption is approximately 4 times greater than an average residential account, which increases our peak charges. • An average commercial account's sewer usage is approximately 1 '/2 times greater than an average residential account. • Commercial accounts require more staff time on a per account basis due to meter size, type, and complexity (i.e. integration into the Town's SCADA system). • Larger meters typically found on commercial accounts are costlier to test and maintain. • Due to the volumes, commercial meters must be tested and/or replaced 3 times more often than a residential meter. A meter's useful life is affected by age, type, and the volume of water that flows through it. Residential • Base water and base wastewater rates will not change • Wastewater rate will increase, from $4.00 to $4.85, approximately 23% • Water volume tiers (consumption categories) will be reconfigured Commercial • Base water and base wastewater rates will increase to be 10% more than residential Water volume tiers (consumption categories) will be reconfigured Water and wastewater volume rates will increase to be 10% more than residential ALTERNATIVE RATE MODELS 1. Flat Charge. The simplest rate schedule of all, where customers are charged a fixed or "flat" charge each month regardless of the amount of water they use. Flat charges may be determined based on parameters such as yard size, building square footage, etc. This schedule is typically only used by a utility with customers that are not metered. 2. Uniform Rate. A simple volume based rate schedule. Customers on a uniform rate are charged a constant price for all usage. 3. Declining Block Rate. Customers are charged lower rates for water with increasing use. This rate schedule is often considered "anti- conservation" and is most viable in an area with plenty of water available. The example below shows a two block rate schedule with the price of water declining as usage increases. Page 3 of 4 4. A Seasonal Rate. Most commonly a peak or summer period is identified and rates are increased during this period to reflect the higher costs of meeting peak demands. At the end of the period rates are reduced to their off -peak or winter rates. Seasonal rates are sometimes combined with increasing block rates so they are not mutually exclusive of other rate structures. CONCLUSION Westlake's adopted Financial Policy states that water and wastewater rates "will be constructed to target full cost of service recovery." Rates from users are expected to be in proportion to their use of the system, thereby recognizing the impact of each class on system facilities and operations Staff believes strongly that full cost recovery pricing is critical to provide adequate revenue to the Utility Fund. Current Water and Sewer Revenues are underperforming (revenues< expenditures) by approximately 3% and 23% respectively. The proposed changes will increase water revenues to 9% above expenditures. Sewer revenues will increase; however, revenue would still be underperforming by 9 %. The Town's wholesale wastewater provider, Trinity River Authority, increased treatment costs approximately 23 %, from $3.902/1,000 gallons to $4.788/1,000 gallons. Town staff recommends the proposed restructuring of the water and sewer rates and having a 10% differentiation between residential and commercial customers to reflect financial and user realities and equities between these two customer classes. With the proposed rate changes: The average residential water charge (45,000 gallons) will be reduced by approximately 2 %. The average residential sewer charge (20,000 gallons) will increase by approximately 12 %. The average commercial water charge (251,000 gallons) will be increased by approximately 5 %. The average commercial sewer charge (33,000 gallons) will be increased by approximately 30 %. Page 4 of 4 �W�T{ estlake Town Council TYPE OF ACTION Workshop - Report Westlake Town Council Meeting Monday, January 28, 2013 Topic: Report of inter - governmental partnership opportunities STAFF CONTACT: Amanda DeGan, Assistant to the Town Manager DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 N/A Funding: Amount — N/A Status - ®N /A Source - N/A Decision Alignment -�� VVM Perspective Desired Outcome Leadership N/A N/A Strategic Issue Outcome Staff Action Strategy 6. Maximize the service provision level to our customers through Fiscal Stewardship & the use of the shared Organizational services model, SA 06.1: Seek Partnerships Effectiveness public /private partnerships, and implementation of innovative inter- governmental agreements. Strategy Map or VVM Connection L`%► Strategic Issue Connection Pagel of 4 EXECUTIVE SUMMARY As a component of our Strategic Issues focused Governance System (SIGS) staff identified an important action item to pursue public and/or private partnerships through the use of Memorandums of Understanding (MOU's) or Interlocal Agreements (ILA's) to maximize cost reductions or enhancements in service delivery, promote economic or infrastructure development, increase mobility, etc. As governments continue to work toward efficiency in spending and service provision, these types of agreements will play an increasingly important role in our communities. Service Delivery Over the years, the Town has utilized various service delivery configurations to provide the residents of Westlake with governmental programs while working to keep the expenditures to a minimum. One of the first agreements involved the Town of Westlake and the Town of Trophy Club through the provision of police and court services for Westlake. Up until the fall of 2001, both of these services were handled through the Town of Trophy Club. The police department patrolled both neighborhoods and court was conducted in the Trophy Club Town Hall. In January of 2002, the municipal court functions were separated and Westlake established a stand- alone office within our town limits under the authority of the Board of Aldermen. In the spring of 2002, the police services contract was awarded to the City of Keller and patrol began in June. The arrangement allows Westlake to provide our community with the services of an accredited police force, while maintaining local control of the judicial processes and financial components of the assessment of fines, fees and jury service. The contract also provides our Town with a full- service police department, including administration, jail and dispatch services along with animal control, CID and the SWAT team. Our contract is based on a fractional allocation of the number of employees in the police department, while reserving access to the entire department should it be necessary. Cooperative Agreements In April of 2011, Tom Brymer, worked in conjunction with our Town Council, the neighboring city manager's, and their respective elected officials to develop a Memorandum of Understanding (MOU) between the communities of Westlake, Trophy Club and Roanoke. The goal is to improve our intergovernmental cooperation as it relates to "high quality services delivery coupled with financial stewardship." The MOU promotes the exchanging of information and maintaining open lines of communication between the entities, to help enhance the quality of life for all members of our municipalities, on topics such as: • working together to maintain development standards along common boundaries (see attached MOU and Exhibit A for map of common boundary) • promote vehicle and pedestrian mobility through traffic impact analysis discussions for proposed development • review storm water runoff to mitigate the impact downstream from development activities • promote discussion on changes to comprehensive plans, development standards, streetscaping, and corridor plans for common boundary areas Page 2 of 4 • seek opportunities for regional parks, trails, public works projects, joint service delivery, or public buildings to minimize duplication within the communities (if possible) • utilize joint purchasing when applicable All of these methods are designed to explore alternatives to the traditional service delivery methods, help eliminate redundancy and maximize our expenditures of public funds for our communities. Infrastructure Proiects We have also utilized cooperatives on several roadway projects within the last few years. The first being the FM 1938/Davis Blvd. project, which widened a major north/south thoroughfare and enhanced our connectivity to the south. The project is being built according to a phased approach with the second phase beginning at our southern border with the City of Southlake and proceeding to the intersection of FM 1938/Davis Blvd. and Hwy 1709 / Southlake Blvd. The new thoroughfare will relieve congestion and pass through traffic on our residential roadways and create entry and exit focal points for our community. The project award amount was $15.4 million and was substantially completed within a 2 year period. The second roadway project was built in partnership with Hillwood Properties and consisted of the reconstruction of portions of Dove Road and J. T. Ottinger Road. The project cost was approximately $5.4 million and not only widened the previous section of road, but also installed ribbon curbs, reworked the T- intersection at Dove Road and J.T. Ottinger Road, provided for trail expansion along the project, installed turn-lanes in key areas, and added a dedicated cross- walk for Westlake Academy. We were also able to include a northern driveway for Westlake Academy to enhance the traffic flow on campus for our parents and students. Development and Marketing Staff also formed the Alliance Development Forum (ADF) in conjunction with the Northwest Metroport Chamber of Commerce and several participating cities, which is designed to gather individuals for development related discussions within our region. Each municipality hosted a welcome booth, with promotional literature, and recommended an individual for the panel of participants. We had several hundred people in attendance and received very positive feedback from the attendees. Plans are in place to host a similar event in the future. In addition, this same group attended the local 2012, International Council of Shopping Centers conference that was held at the Dallas Convention Center. Similar to the ADF meeting, each participating municipality had a welcome /marketing table and staff was on -hand to discuss each particular community and related development opportunities. Future Opportunities Looking toward the future, staff continues to explore the possible partnerships on these types of projects and will update the Council as new opportunities are available. • Regional Drainage Feasibility Study • Public Safety Automatic Aid Programs Page 3 of 4 • Employee Benefits Cooperative • Water Re -use Study • Joint Public Safety / Dispatch • Shared Emergency Operations Center • Regional Police / Fire / EMS • Trail Connectivity • Composting / Yard Waste Drop -off ORGANIZATIONAL HISTORY /RECOMMENDATION OT ATTACHMENTS Res 11 -13, MOU with Trophy Club /Roanoke with common boundary exhibit Page 4 of 4 TOWN OF WESTLAKE RESOLUTION 11 -13 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A MEMORANDUM OF UNDERSTANDING AGREEING IN PRINCIPAL TO PURSUE VARIOUS INTERGOVERNMENTAL INITIATIVES VIA THE JOINT REGIONAL GOVERNMENTS OF WESTLAKE, TROPHY CLUB, AND ROANOKE. WHEREAS, the Westlake Town Council has identified intergovernmental cooperation as a strategic priority; and, WHEREAS, intergovernmental cooperation supports the Town's Strategic Plan Vision Point Two- We are Leaders under the Key Result Area of "high quality services delivery coupled with financial stewardship "; and, WHEREAS, the Westlake Town Council has reviewed this Memorandum of Understanding (MOU) as well as discussed it in a joint session with the governing bodies of the Town of Trophy Club and the City of Roanoke, with all three governing bodies agreeing to consider approval of this MOU; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: THAT, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION Z: THAT, the Town Council of the Town of Westlake, Texas, hereby approves the attached Memorandum of Understanding (MOU) with the Town of Trophy Club and the City of Roanoke attached hereto as Exhibit "A ". and further authorizes the Town Manager and Mayor to execute said agreement on behalf of the Town of Westlake. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution Il -]3 Page 1 of 2 SECTION 4: That this resolution shall become effective froze and after its date of passage. PASSED AND APPROVED ON THIS 25TH DAY OF APRIL 2011. ATTEST: <� M Kelly Edwar , Town Secretary APPROVED AS TO Laura L. Mayor ayor Thomas E. B er Town Manager Resolution 11 -13 Page 2 of 2 MEMORANDUM OF UNDERSTANDING REGARDING THE JOINT REGIONAL LOCAL GOVERNMENTS This Memorandum of Understanding (MOU), entered into this 18th day of April, 2011, by and between the JOINT REGIONAL LOCAL GOVERNMENTS ( "JRLG "); Town of Trophy Club ( "Trophy Club "), the Town of Westlake ( "Westlake "), and the City of Roanoke ( "Roanoke "), all three of which may collectively be referred to herein as the "JRLG ": WHEREAS, the local governments which constitute the JRLG have in the past worked cooperatively with one another, but wish to enhance that level of cooperation to the further benefit of all the citizens, businesses, and property owners located within each local government that comprise the JRLG; and WHEREAS, the JRLG recognizes and acknowledges that each local government represented in this MOU is an independent unit of local government with its own sovereignty and ability to make its own decisions; and WHEREAS, the JRLG further recognizes that each entity has its own unique perspectives and may have differing philosophical views held by their respective policy makers and citizens on specific issues, services, and projects, as well as differing regulatory schemes, but nonetheless, each understands that there are numerous areas where cooperative common ground can be forged to the benefit of all the citizens, businesses, and property owners that comprise each local government within the JRLG; and WHEREAS, the JRLG and its four local government members recognize that there are certain values that each have in common in developing policy and vision outcomes for preserving and improving the character of their contiguous boundary areas, as well as opportunities of mutual interest for pooling of resources in cooperative efforts that reduce duplication of services and/or facilities, as well as provide for efficiencies in service delivery that are of mutual benefit; and WHEREAS, as a result of current and anticipated growth and development in the communities and local governments of the JRLG, that each local government that is a party to this MOU recognizes the need for on- going, regular communication, collaboration, and exchange of information to resolve issues, deal with growth, and maintain, as well as improve, the quality of life for their respective citizens; NOW THEREFORE, in consideration of the mutual considerations and understandings of the parties, the local governments of the JRLG enter into this Memorandum of Understanding, as follows: SECTION I: PLANNING, DEVELOPMENT AND PHYSICAL GROWTH RELATED COOPERATIVE EFFORTS A. General. Each JRLG local government clearly understands the impact growth and development has played in shaping this area and each recognizes the importance of proactive, visionary planning as the chief tool to properly deal with growth. As such the JRLG agrees to work cooperatively at the both the staff and elected officials level in the following areas to improve the planning, standards, and type of future growth that the JRLG will experience in their shared boundary areas as shown on attached Exhibit A to this MOU, to include, but not be limited to the following: 1. development Projects /Zoning Change Requests. The JRLG will notify the staff of each member of the JRLG of any development projects or zoning change requests in the areas shown in Exhibit A and allow employees of each of the local governments that comprise the JRLG to attend and make comment at development review meetings for these projects. For the purposes of this MQU, development projects shall include plats, site plans, building elevations, landscaping, and lighting. It is recognized that each member of the JRLG retains authority to make decisions regarding all development projects located in their respective jurisdiction. However, the JRLG member in whose boundaries a development project is located shall agree to extend reasonable efforts to take into consideration and deliberation the views, plans, and development standards of the other JRLG member or members in its review of development projects. 2. Traffic. The JRLG agrees to share traffic impact analysis for all development projects and/or zoning change requests for property located along the areas represented in Exhibit A as well as any traffic count information conducted for those areas. 3. AccesslTraffic Signal Locations. The JRLG agrees to work to coordinate pedestrian and vehicle ingress /egress access points for all development projects located along the areas represented in Exhibit A, as well as work to coordinate intersections planned for Exhibit A and to mesh their thoroughfareltransportation plans to create intersections that optimize traffic mobility. Along State roadways shown on Exhibit A, efforts will be made to consolidate access points and require deceleration lanes to enhance safety and traffic movement on these roadways. Further, for proposed new traffic signals for intersections located in the area shown in Exhibit A, the JRLG agrees to coordinate and work towards mutual agreement for all traffic signal warrant studies and traffic signal location. 4. Storm Water. The JRLG agrees that for development projects located in Exhibit A, adequate opportunity to review storm water runoff flows from the development site will be afforded to members of the JRLG that receive those flows downstream from the subject development site and that reasonable efforts will be made to mitigate downstream impact of those storm water runoff flows including examining and discussing opportunities for regional storm water management facilities. 5. Master Plans. The JRLG agrees to work to coordinate and advise each local government comprising the JRLG of any proposed changes to their comprehensive plan for areas located in Exhibit A. These comprehensive plan changes may include, but are not limited to, the land use plan as well its subsidiary plans. Plans subsidiary to the comprehensive plan may include, but are not limited to the, thoroughfare plan (including pedestrian, bikeways, and motor vehicle), parks and open space plan (including trails), and utility master plans. JRLG members that are proposing changes to their comprehensive plan in areas located in Exhibit A shall provide affected JRLG members adequate time and opportunity to comment to their staff, governing body, and planning and zoning commission regarding these proposed changes prior to any changes being made. 6. Corridor Plans. The JRLG acknowledges that the State controlled roadways shown in Exhibit A represent significant corridors for each JRLG local government, the development of which will create a distinct visual identity and sense of place for each community. As such, these State roadways provide significant opportunities for the JRLG to develop high profile and distinctive view corridors with a strong emphasis on high aesthetic appeal and standards that feature high quality land use, architecture, landscaping, coordinated zoning, zoning overlays, and signage. The JRLG agrees to place a priority on the development of these corridors utilizing these tools to create this unique sense of place, as well as work to minimize with stringent aesthetic requirements, the visual impact of oil /gas drilling and production sites located in these corridors as shown in Exhibit A. 7. Streetscaping /Landscaping Plans. The JRLG recognizes the State controlled roadways shown in Exhibit A represent significant visual corridors for each JRLG local government and, as such, merit consideration as major portal/gateways into their respective community. The JRLG agree to coordinate streetscape and landscape plans for these corridors with special emphasis on coordinating streetscape and public art locations along these roadways. Streetscape treatments along these State roadways can include, but are not limited to, roadway intersections, street lighting fixtures, way finding, public art, traffic signal standards, bridges /overpasses, sidewalks, street trees, water features, and screening wall treatments. 8. Development Standards. While each JLRG local government has its own development standards, it is recognized that some standards may set a stronger visual standard than others. Where this situation occurs for development projects located in the areas shown in Exhibit A, the JRLG will strive to default to and utilize the highest standard of the JRLG members, particularly as it relates to landscaping and landscape buffer areas SECTION II: PARKS, TRAILS, AND PUBLIC FACILITY RELATED COOPERATIVE EFFORTS All JRLG local governments agree and recognize that opportunities should be continuously be pursued and identified by both staff and elected officials to collaborate on partnership opportunities for new joint parks, trails, and public building opportunities to optimize financial resources and avoid facility duplication. For that reason, the JRLG agrees to work cooperatively to coordinate development of their parks and trail systems, link each local government's trail systems with those of other JRLG members, and pursue joint park, greenway, trail, recreation facility, and public building development opportunities. Additionally, to maximize the use of existing public assets and avoid duplication, it is agreed by the JRLG to pursue opportunities to share use of existing public buildings such as, but not limited to, gymnasiums, class rooms, libraries, community centers, recreation centers, subject to mutually agreeable terms and conditions being negotiated between the respective JRLG local governments. SECTION III: PUBLIC WORKS INFRASTRUCTURE RELATED COOPERATIVE EFFORTS The local governments of the JRLG value the pursuit of public works infrastructure projects recognizing that transportation, storm water, utility, traffic, and other such projects deal with issues and needs that extend beyond each jurisdiction's corporate boundaries. The JRLG agrees and recognizes that opportunities should be continuously be pursued and identified by both staff and elected officials to collaborate on public works infrastructure projects and partnership opportunities for joint road, street, storm water, traffic, utility, and other opportunities to optimize financial resources and avoid infrastructure duplication. SECTION IV: JOINT SERVICE DELIVERY RELATED COOPERATIVE EFFORTS The JRLG agrees to consider and pursue opportunities for service delivery collaboration in the many areas of daily service delivery provided by the members of the JRLG including, but not limited to, street maintenance, drainage maintenance, equipment exchanges, public safety, traffic system maintenance, special events, employee benefit components, and others as may be identified. SECTION V: JOINT PURCHASING The JRLG agrees to identify and pursue on an on -going basis collaborative opportunities to jointly bid and/or purchase goods and services that all or some of the local governments comprising the JRLG need for service delivery. This also may include joint opportunities to sell surplus used equipment. SECTION VI: GENERAL PROVISIONS A. General. While this MOU represents a commitment by the JRLG to pursue the cooperative efforts outlined above; it shall be subject to the following: 1. Infrastructure and Development Standards. Each member of the JRLG shall retain authority to make decisions about the specific cooperative efforts described in this MOU based upon their respective infrastructure and development standards or specifications. However, in an effort to achieve uniform functionality for the roadways crossing jurisdictional boundaries and to address safety concerns for the traveling public, JRLG members agree to endeavor to develop and implement a unified standard and classification for roadways crossing jurisdictional boundaries. The parties agree that the standards set forth in the North Central Texas Council of Governments Standard Specifications for Public Works Construction will be utilized as a guide in making determinations of the scope and extent of improvements to such roadways. 2. Adequate Time for JRLG Members' Input. The JRLG will strive, without unreasonable delay to JRLG members, to ensure that each JRLG member will be afforded reasonable early notification and involvement into the discussion of the various types of considerations outlined in this MOU thus allowing sufficient time for the JRLG members to review proposals, projects, agreements, etc. and provide comments and feedback to the approving JRLG member (i.e. - the member in whose jurisdictional boundaries the project is located). 3. Recognition of Other Existing Legal Requirements for JRLG Members. Nothing in this MOU shall be construed as limiting or affecting in any way the authority or legal responsibility of any JRLG member to act in accordance with any applicable Federal, State or local laws, regulations or requirements. Additionally, this MOU shall not be interpreted in such a way as to require that any funding or appropriations be required on the part of any party to this MOU. Nothing in this MOU shall be construed as waiving any right, defense, privilege, and /or immunity afforded any of the participating JRLG members. 4. MOU Requires Subsequent Agreements to Obligate JRLG Members. Nothing in this MOU shall obligate the JRLG or its members to obligate, budget, appropriate or transfer any funds. Specific work projects or activities that involve the transfer of funds, services, or property among the parties will require execution of separate agreements and be contingent upon the availability of appropriated funds and the approval of the governing body of the affected local government member of the JRLG. Such activities must be independently authorized by appropriate statutory authority. This MOU does not provide such authority. Negotiation, execution and administration of each such agreement must comply with all applicable statutes and regulations. 5. Future Amendments. The parties to this MOU agree that from time to time this MOU may be amended by its member local governments and where mutually agreed and approved by all the JRLG members existing at the time of the proposed amendment, other local governments be added as parties to this MOU and become members of the JRLG. 6. Authority to Sign This MOU. By signature, the local governments below certify that the individuals listed in this document as representatives of the local governments' party to this MOU are authorized to act in their respective areas for matters related to this MOU and that the governing bodies of each of the local governments comprising the JRLG have each individually approved this MOU. TOWN OF TROPHY CLUB By °Mayor, `nnie White j By T wn d n ager, pslike Slye ATTEST: Town Secretary, Shannon DePrater TOWN OF WESTLAKE ATTEST: By To n Secr Wary, Kelly Edwards CITY OF ROANOKE By Mayor, Scooter By City Mdnager, Jimmy Stathatos ATTES . City Secretary, April Hill FXAS m F 5 -5w wz WE- 7V3 M, qws 0124q E pg E- V� W W S � °w CD x 3 E QR rA I� O F� zw ' ,,.F m I F F C7 p oraa anon � l f x rt F p x• � & Ems+ i 1 `F tlY3tl 1 E 10 I •s •r � dox�nxiuo �i w � a tlasx�ua �rW.7 a� /HST d �• .�— � � i. � �•,I � � awxwa 4 oroa a�wxroa q -2s ---------- a i °Z i C7� t5 my i o�F El o — a� y0. 0 w v estlake Town Council TYPE OF ACTION Workshop — Report Westlake Town Council Meeting Monday, January 28, 2013 Topic: Report on the Town of Westlake /Westlake Academy STAFF CONTACT: Todd Wood, Director of HR & Administrative Services Jason Power, Information Technology Director Decision Points Start Date Completion Date Timeframe: October 1, 2012 September 30, 2017 Staff will present a report forecasting technology expenditures over a five -year time period, beginning FY 12/13. Funding: Varies by year; staff will present any proposed adjustments during the annual budget approval process to the Town Council and Board of Trustees. Status- MN /A Source- General Fund, Utility Fund, Visitors Fund Westlake Academy General Fund Decision Alignment Strategy Map or VVM Connection Strategic Issue Connection Page 1 of 2 VVM Perspective Desired Outcome N Service Excellence N/A N/A Stratecic Issue Outcome Staff Action Strategy 2. Technology and SA 2.3: Capital Investment in Capital Investment Equipment Technology i Investment Strategy Map or VVM Connection Strategic Issue Connection Page 1 of 2 EXECUTIVE SUMMARY The Town of Westlake's Strategic Issues - focused Governance System (SIGS) includes a forecast of anticipated technology needs, and replacement of capital equipment. The goal of these projections is to ensure excellence in service delivery through our internal operations, citizen engagement, and replacement of equipment based on current and estimated service demands. This report is based on current technology needs, inventory, replacement schedules, and anticipated service demands. Estimated expenditures are shown for the Town of Westlake and Westlake Academy separately, over a period of five fiscal years. ATTACHMENTS Town of Westlake/Westlake Academy Capital Technology Forecast. Page 2 of 2 Town of Westlake /Westlake Academy Capital Technology Forecast Purpose The Town of Westlake /Westlake Academy Technology Forecast is an informational tool that illustrates anticipated capital technology expenditures, including investment in new technology and replacement of existing capital assets. This ensures that related expenditures are well planned, and enable the organization to add or replace identified capital items. Using the five -year capital schedule, items are identified by their historical and/or recommended lifecycles. This forecast creates a financial policy for staff to properly prioritize and present anticipated needs to the Town Council and Board of Trustees during the annual budget process. For this forecast, expenditures are grouped into four categories: • Lifecycle maintenance (to care for existing assets), • Growth (to support anticipated technology demands), • Ongoing programs (to address sustaining current organizational priorities), • New initiatives (to fund new programs and assets that are not growth - related). This report contains a table providing additional details of projected expenditures over a five - year period. Policy All capital expenditures shall be made in accordance with the Town's financial policies. This includes all capital expenditures of $5,000 and a life expectancy of five years or more, or individual items below the capitalization threshold purchased in multiple quantities. The following guidelines shall apply: 1. Staff will establish a five -year forecast for capital technology expenditures, to be updated annually. As resources are available, the most current year of the Plan will be incorporated into the current year operating budget. Years two through five are for planning purposes only. 2. Staff will coordinate development of the capital budget in preparation of the operating budget on an annual basis. Future operational costs associated with new capital items will be projected and included in operating budget forecasts. 3. The organization will maintain its physical assets in a manner which is adequate to protect its capital investments, and to minimize future maintenance and replacement costs. 4. Staff will identify and consider any estimated operating costs to maintain capital items prior to recommending approval of the capital expenditure. Westlake Capital Technology Forecast — 0112812013 As an informational document, the technology forecast does not constitute approval of expenditures that are not included in our current adopted budgets for FY 12 -13. All forecasted technology expenditures that are not included in the municipal and academic budgets will be presented to the Town Council and/or Board of Trustees for approval during the annual budget process. Capital Expenditure Categories Ongoing Programs Ongoing programs are determined by organizational needs and are not characterized as lifecycle or growth - related. Generally, these programs consist of annual allotments that gradually increase the level of service throughout the Town and Academy, and are an important part of our day -to- day service delivery. Also included in this category are ongoing expenditures related to planning, training, and the protection of capital assets. Some expenditures are budgeted annually as operating costs. New Initiatives /Project Implementation New initiatives are large one -time projects that provide a new or improved level of service, or regulatory compliance. Examples could include e- commerce, document management and retention, asset tracking and management, or enhanced GIS services. These projects are driven by strategic initiatives or best practices rather than by growth. Lifecycle Maintenance & Replacement The Town and Academy's physical technology assets have a total estimated value of $1.8 million. These assets include network items, servers, computers, laptops, security equipment, telephone systems, and other equipment supporting our current technology functions. To protect its investment and ensure the economical, efficient, and effective performance of these assets, staff must perform appropriate maintenance and repair, along with the timely replacement of key components. This plan identifies the estimated expenditure levels needed to address the ongoing needs of these physical assets. Growth Growth - related expenditures are based on estimated increases of service demands. These include increased student enrollment, additional staff, and other resources required to meet our future technology needs based on historical growth trends. Operational Expenditures Although operational expenditures differ from capital expenditures, this report illustrates those with a direct correlation to maintaining the functionality, security, and performance of these capital assets. Providing this information gives us a clearer understanding of the true costs associated with capital technology. It should be noted that these projected costs have been made according to the best estimate, and any expenditures related to payroll have not been included. These projections will be updated annually, and costs beyond the current fiscal year are more likely to change in the future. Westlake Capital Technology Forecast — 0112812013 Assumptions and Methodology In preparing this forecast, staff has endeavored to illustrate the necessary resources required to maintain our current technology assets, as well as meet future needs. Two expenditure schedules are shown; one for municipal services and one for the educational services provided at Westlake Academy. Due to the unique nature of our combined network, it is necessary to illustrate these projected needs in a manner where clear segmentation is possible. For some areas, such as network hardware, costs are shared and illustrated accordingly. It is necessary to replace technology items prior to their average life expectancy. This ensures continual uptime, compatibility with current software, and maintenance of network security. Standard life expectancies vary according to the type of technology, and degree of use. For example, a personal computer or tablet will have a shorter replacement cycle than a network switch, server, or a telephone. For FY 12 -13, most expenditures are included as capital or operational costs in our current adopted budgets. However, the following exceptions should be noted: • Technology equipment follows a recommended replacement schedule. Tablets are recommended to be replaced in three years, personal computers in four years, severs /networking equipment every 5 -7 years. • The $90K expenditure for laptop /iPad replacements is shown to illustrate the recommended timeframe for replacement. While these items are currently functional, it is recommended that replacements are procured to ensure sufficient inventory levels and continued functionality. • Future Strategic Initiatives and Projects not included in the current adopted budget will be presented in subsequent budgets for approval. Staff will review the degree of need, priority level, and available funding to determine future capital expenditure recommendations. • Staff has made projections for end -user and networking equipment based on anticipated growth. Should this growth not occur, funding for these resources will not be allocated. • The Laserfiche project is illustrated as a capital project; however, the resources and licensing costs beyond the current fiscal year would be considered operational. Conclusion Despite our relatively small size, the Town of Westlake and Westlake Academy operates within a complex technology environment, comprised of many sub - systems. Historically, our dependence on technology has increased in order to meet the growing needs of our stakeholders and customers. This trend is expected to continue, and proactive planning and investment in technology is required in order to maintain excellent service delivery. Please refer to the two attachments for a breakdown of expenditures by fiscal year, and staff will be happy to entertain any questions you may have. Westlake Capital Technology Forecast — 0112812013 Town of Westlake Municipal Five -Year Capital Technology Forecast Town of •. ; Initiatives Lifecycle Maintenance Replacement Server replacements Capital/ Operational Capital $ 7,000 $ 7,000 $ 10,000 $ 10,000 $ 10,000 $ 44,000 iPad /Tablet Replacements Capital $ - $ 4,000 $ 2,000 $ 4,000 $ 2,000 $ 12,000 PC /Printer Replacements Capital $ 7,500 $ 7,500 $ 8,000 $ 8,000 $ 8,500 $ 39,500 Security System upgrades /replacements Capital $ - $ 2,000 $ 2,000 $ - $ - $ 4,000 Telephone System Replacements Capital $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 25,000 Network Hardware replacements Capital $ 7,000 $ 7,000 $ 10,000 $ 10,000 $ 10,000 $ 44,000 �• • Laserfiche Implementation /Licensing /Support Capital $ 53,000 $ 11,500 $ 13,000 $ 15,000 $ 15,000 $ 107,500 Online Utility Billing Payment System & Support Operational $ 7,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 13,500 Security system upgrades /support Operational $ 2,000 $ 2,000 $ - $ - $ 1,000 $ 5,000 GIS service for Public safety dispatch Operational $ 3,000 $ 7,000 $ 7,000 $ 7,000 $ 7,000 $ 31,000 Information Technology Training Operational $ 2,500 $ 2,500 $ 3,500 $ 3,500 $ 4,000 $ 16,000 Email service & archival Operational $ 6,000 $ 6,000 $ 6,000 $ 6,000 $ 6,000 $ 30,000 Website Hosting, Maintenance, Upgrades Operational $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 25,000 Hardware & software support contracts Operational $ 5,000 $ 5,000 $ 5,000 $ 15,000 $ 7,500 $ 37,500 Application software service & Support Operational $ 12,000 $ 13,000 $ 14,000 $ 15,000 $ 16,000 $ 70,000 Internet and Network Service & Support Operational $ 15,000 $ 16,000 $ 17,000 $ 18,500 $ 20,000 $ 86,500 Security /Disaster Recovery Equipment & Support Operational $ 5,000 $ 7,500 $ 7,500 $ 7,500 $ 7,500 $ 35,000 Network Monitoring & Management Sysytem Operational $ - $ 1,500 $ 1,500 $ 2,000 $ 2,000 $ 7,000 Procure additional PCs /laptops /tablets Capital Total - $ FY $ 4,500 12-13 147,000 $ FY $ 3,500 13-14 114,500 $ FY $ 4,000 14-15 122,000 $ FY $ 4,500 15-16 137,500 $ FY $ 5,000 16-17 133,000 $ 5 Year $ 21,500 Total 654,000 Operational Bu• : - Capital • : - e $ $ 63,000 84,000 $ $ 67,000 47,500 $ $ 68,000 54,000 $ $ 81,000 56,500 $ $ 77,500 55,500 $ $ 356,500 297,500 Town of Westlake Academic Five -Year Capital Technology Forecast Academy Westlake •• Operational 5YearTotal Lifecycle Maintenance & Re. Server replacements Capital $ - $ 2,500 $ 2,500 $ 5,000 $ 5,000 $ 15,000 iPad /Tablet Replacements Capital $ - $ 30,000 $ - $ 30,000 $ - $ 60,000 Laptop /iMac Replacements Capital $ 90,000 $ 60,000 $ 25,000 $ 70,000 $ 20,000 $ 265,000 PC Replacements Capital $ - $ 2,500 $ 1,500 $ 1,500 $ 1,500 $ 7,000 Telephone System Replacements Capital $ 2,000 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 12,000 Network Hardware replacements Capital $ 3,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 23,000 III •il• • •• •• Information Technology Training Operational $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 12,500 Campus security system /upgrades Capital $ 12,000 $ 6,000 $ 8,000 $ 9,000 $ 10,000 $ 45,000 Hardware & software support contracts Operational $ 5,000 $ 6,000 $ 8,000 $ 9,000 $ 10,000 $ 38,000 Website Hosting, Maintenance, Upgrades Operational $ 1,500 $ 1,500 $ 15,000 $ 3,000 $ 2,000 $ 23,000 Email service & archival Operational $ 2,000 $ 2,200 $ 2,400 $ 2,600 $ 2,800 $ 12,000 Internet and Network Service & Support Operational $ 15,000 $ 16,000 $ 17,000 $ 18,500 $ 20,000 $ 86,500 Security /Disaster Recovery Equipment & Support Operational $ 5,000 $ 7,500 $ 7,500 $ 7,500 $ 7,500 $ 35,000 111 • �lill Expand network infrastucture to accompdate anticipated growth Capital $ 7,000 $ 7,000 $ 12,000 $ 12,000 $ 12,000 $ 50,000 Network Monitoring & Management Sysytem Capital $ - $ 1,500 $ 1,500 $ 2,000 $ 2,000 $ 7,000 Procure additional end -user and educational equipment for Westlake Academy Capital $ 10,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 110,000 FY 12-13 FY 13-14 FY 14-15 FY 15-16 FY 16-17 5 Year Tota I Total -. •:- $ 155,000 $ 177,700 $ 135,400 $ 205,100 $ 127,800 $ 801,000 Operational Bu• • - $ 31,000 $ 35,700 $ 52,400 $ 43,100 $ 44,800 $ 207,000 Capital Budget $ 124,000 $ 142,000 $ 83,000 $ 162,000 $ 83,000 $ 594,000 -`4 ),e.s, t lake Town Council TYPE OF ACTION Workshop - Report Westlake Town Council Meeting Monday, January 28, 2013 TOPIC: Report on Westlake Residential Survey / DirectionFinders STAFF CONTACT: Alora Wachholz / Amanda DeGan DECISION POINTS Timeframe Funding: Start Date January 28, 2013 Amount — N/A Status - MN /A Completion Date N/A Source - N/A Decision Alignment of wesT Strategy Map or WM Connection @ Strategic Issue Connection Pagel of 2 1 VVM Perspective Desired Outcome Service Excellence N/A N/A Outcome Strategic Issue Staff Action Strategy N/A N/A N/A Strategy Map or WM Connection @ Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY Presented in this report is this year's Town of Westlake Resident Survey for Council review. This survey is the fourth resident survey administered by the Town (2009, 2010, 2011, and now 2013), and is composed of a number of questions from previous surveys, in an attempt to measure overall and departmental service satisfaction, and to allow for a trend analysis to be created. As in years past, there is a central section of the survey that is unique and asks for resident input about certain current and important topics. This year, questions #7, 8, and 9 are dedicated to measuring the level of benefit received from the various roadway projects undertaken around Town, resident satisfaction about recent burglary responses from both the Town and Police Department, and citizen awareness about Town policy and guiding principles. The purpose of this section, described as "Issues of Interest," is to allow the Town to determine resident satisfaction with topics that are unique to that survey year, and/or non - recurring issues. We hope to be able to use these results to determine what went right and/or wrong and to show gaps in our service delivery, so that we may know better how to succeed in the future if a similar situation arises. It has been recommended by our survey service provider that, due to the size of the Town of Westlake, we administer resident surveys on an every- other -year basis. As our previous survey was sent out in 2011, this year begins our true biennial measurement. Again, data collected from this survey will be compiled with the previous years' results and used to create a trend analysis so that we can begin a historical survey of the overall service delivery, and departmental standings, for the Town. This result is important to the overall purpose of the administration of our resident survey, because our goal is to meet the objectives outlined in the Town's Strategic Issues in Governance System (SIGS); therefore, these survey results must be collected and reported. Each department within the Town has had input into this survey draft and consideration has been taken to determine the value of the metrics the survey responses will produce. Our goal is to administer this survey in late February, 2013, by mailing a single survey copy to each household within the Town, along with pre -paid postage envelopes to be returned to the ETC Inc. survey company. For households where two or more adults reside who would each like to complete a survey of their own, additional copies of the survey will be made available by calling or coming in to the Town offices. This process is similar to years past, as are the follow -up phone calls to the paper mail outs which are administered through ETC Inc. in an effort to collect survey responses via telephone. This year, a new feature that the Town is excited to offer to residents, is a web -based survey. This service will also be provided and collected by ETC Inc. and will attempt to make the collection process more convenient for respondents. The web survey system will be protected from duplicative responses by requiring users to enter their home address at the very end of the survey process. Through this new service option, we hope to increase the number of respondents who participate in this survey, and thus produce more accurate measures. Although this new feature typically requires an extra charge, because Town Staff has handled the survey design this year, the vendor has waived the web -based survey access fee. We hope to discover ways that we can strengthen our service delivery to the residents of Westlake through the incorporation of any suggestions from the Council relative to the survey questions and/or design. The report and attached survey document is submitted for your review and Staff is prepared for workshop discussion of the material or particular questions included in this proposed draft. ORGANIZATIONAL HISTORY /RECOMMENDATION It is recommended that Councilmembers review the attached draft and bring any comments, suggestions, or other input to the workshop discussion. ATTACHMENTS 2013 Resident Survey draft Page 2 of 2 TOWN OF WESTLAKE 2013 RESIDENT SURVEY 1. Satisfaction with Maior Categories of Town Services: Using a scale of 1 to 5, where 5 means "Very Satisfied" and 1 means "Very Dissatisfied," please circle your level of satisfaction with the following services provided by the Town of Westlake. Very I I I I Very I Don't Satisfied Satisfied Neutral Dissatisfied j Dissatisfied Know How satisfied are you with the: I I I I 1 A. Overall quality of public safety services (police, fire, and I I I I I I I I I I emergency medical) 5..... � ..... 4.. ....I .... 3 ...... i........ 2..... x......1.......1....9 B. Overall efforts by the Town to ensure the I 1 community is prepared for emergencies 5 ...........4.......;....3 ...... .......2..... i......1....... F ...9 C. Overall quality of maintenance of Town streets 5..... °.....4......!....3...... °.. .....2.....!......1.......1...9 ° 1 � 1 r D. Overall effectiveness of communication by the Town 5..... x.....4.......1....3..... .1.......2......1......1....... x ...9 E. Overall quality of utility services 5..........4...... i....3...... E.......2...... ......l ....... F ...9 F. Overall quality of parks, trails, open spaces, ° I I I I I 1 I I 5... ........4.......x....3 streetscaping, and facilities o 5.......... 4....... 1.... 3 ...... 1 .......2 ...... 1......1.......IL —9 G. Overall quality of customer service by the Town 5 ..... �.....4...... i....3 ....... .......2 ...... l ....... t ...9 H. Overall quality of enforcement of codes and ordinances 5.......... 4.. ....!....3...... °,.......2..... I I i......1....... ir ...9 I. Overall quality of government services provided I 5.... by the Town of Westlake 5.....1.....4...... ....3 ..............2..... I i......1....... t...9 J. Overall value you receive from your tax dollars and fees 5. ....!.....4......! ....3 ........ .....2....!......1.......1...9 . 5... ........4......!....3 I .......... ....2.....!......1.......1....9 1 I 4 i u 2..... I f K. Overall value of Westlake Academy to the Town 5..... i..... ....... ....3 ...... u........ J......1.......1....9 2. Which THREE of the services listed above are the most important to you? (Write in the spaces below, using the letters from the list in Question #1, above) 1st 2nd 3rd 3. Satisfaction with Specific Types of Services Provided by the Town: Using a scale of 1 to 5, where 5 means "Very Satisfied" and 1 means "Very Dissatisfied," please circle your level of satisfaction with the each of the following. How satisfied are you with the: Police Services A. Quality of local police protection B. Visibility of police in neighborhoods C. How quickly police respond to emergencies D. Efforts of the Town to prevent crime E. Level of traffic enforcement Fire & Medical Services F. Quality of fire services G. Quality of emergency medical services H. Response time of fire and emergency medical services personnel Emergency Preparedness I. Response efforts by the Town Staff during extreme weather conditions Efforts by the Town Staff to inform residents of hazardous road conditions, potential inclement weather & closures Very I I I I Very I Don't Satisfied Satisfied ! Neutral I Dissatisfied Dissatisfied Know 5... ........4...........3 .......... ....2.....!......1.......1....9 5...........4....... � 1....3 ..... .........2......1......1....... I I ...9 5... ........4.......x....3 ......... .....2.....1......1.......x...9 5 ......... ..4.......1....3 ..............2 ...... l ....... f ...9 5.......... 4....... I.... 3 ........... ....2......1......1.......L...9 I I I I I I I I 5.... ......4.......1....3......1.... ....2......1......1.......x...9 I I I I 5........... I I I 4. .....!....3.....!........2..... I I I I I !......1.......1....9 I I I I I 5... ........4......!....3 I .......... ....2.....!......1.......1....9 1 I 1 I I 5........... 4. .....!....3 ..............2..... . ...... 9 (Question #3 continued) Using a scale of 1 to S, where S means "Very Satisfied" and I means "Very Dissatisfied, "please circle your level of satisfaction with the each of the following.) Very I I I I Very (Don't Satisfied Satisfied Neutral Dissatisfied Dissatisfied ow Transportation Services I I I I K. Condition of major streets in Westlake 5... ...4 .... 4 ........... 3 ............... 2 ...... 1......1.......;...9 L. Condition of streets in your neighborhood 5..... .!.....4........... 3 ....... ' ....... 2 ...... '......1...........9 M. Cleanliness of streets and other public areas N. Traffic flow and congestion management in Westlake Communications & Citizen Enmement O. Efforts by the Town to keep you informed about Council Meetings, Town projects, issues, and events P. Timeliness of information provided by the Town Q. Completeness of the information provided by the Town R. Usefulness of the Westlake Wire communications S. Ease of use of the Town's website T. Availability /Accessibility of Town records U. Opportunities provided for public input Parks & Recreation Services V. Maintenance of Town -owned Glenwyck Park W. Number of publicly - accessible parks and trails X. Maintenance of streetscaping and open spaces Utility Services Y. Residential trash collection services Z. Curbside recycling services AA. Yard waste & bulky item removal services BB. Town efforts to promote water conservation and protect water resources CC. Household hazardous waste disposal service DD. Efforts by the Town to manage storm water run -off EE. Quality of (drinking) water utility services Customer Service FF. Level of participate by Town Staff in community events/ neighborhood meetings GG. Timeliness of Town Staff to concerns /issues ( <24 hours) HH. Friendliness of Town Staff II. Municipal court services JJ. Jury service experience Code Enforcement KK. Enforcing the exterior appearance and maintenance regulations for property LL. Enforcing sign regulations 5...........4...........3.. 5...........4...........3.. I I 2............1.......:...9 I 5...........4...........3.. i 5...........4...........3.. 5...........4...........3.. 2............1...........9 5...........4...........3.. 5...........4...........3.. 5...........4......1....3.. 5...........4...... �....3.. 5...........4......1....3.. 5...........4......4....3.. 5...........4......4....3.. 5...........4......F....3.. 5...........4......4....3.. 5...........4......1....3.. 5...........4......x....3.. 5...........4......x....3.. 5......4....4......4.....3.. 5...... ",....4..... �.....3.. I I I I I I 5......1.....4..........3.. 5...........4.....x.....3.. 5...........4.....x.....3.. 5......4....4..........3.. 5...........4.....1.....3.. I I 5......L....4..... 3 5......4....4.....4.....3 o 2............1...........9 2............1....... a...9 I I I I I i I ... ....2......4......1.......;...9 1 2......1......1........'...9 a... ....2......1......1.......:...9 �....... 2 ...... 4......1 ....... ;...9 !... ....2......1......1.......:...9 2............1...........9 2............1...........9 J....... 2 ...... L.....1 ....... i...9 a... ....2......4......1.......;...9 1 2 1......1 ;...9 I 2 ...... 1...... 1 ....... ,...9 7... ....2......1......1.......1...9 ... ....2......1......1...........9 I I 1 2......1......1..........9 a... ....2......1......1.......:...9 x.......2......4......1....... �...9 1 2 1......1 9 !... ....2......!......1.......!...9 2............1.......:...9 2............1...........9 2............1...........9 �.. .....2 ............ 1...........9 I i i I I x.......2......1......1....... ilI ...9 1... ....2......1......1.......1...9 4. Using a scale of 1 to 5, where 5 means "Strongly Agree" and 1 means "Strongly Disagree," please circle your level of agreement with the following statements. Strongly I I I I Strongly Please rate your agreement with the following statements: A. Attracting retail development, which grows Westlake's sales tax base, is important to me B. Westlake's continued emphasis on attracting high -end development is important to me C. The connectivity of Westlake's walkingibiking trails is important to me Agee Agee Neutral Disagree Disa rgree I I I I I I I I I I I I 5.......1.....4......1 ......3.........1......2....... i.......1 I I I I 5.......4.....4......1......3.. .......1......2.......1.......1 I I I I 5.......4.....4......1......3.. .......4......2.......x.......1 2 5. Reasons for Moving to Westlake: Using a scale of 1 to 5, where 5 means `Extremely Important" and 1 means "Not Important," please circle how important the following issues were in your decision to move to the Town of Westlake. Extremely I Very I I Less I Not (Don't How important was: Important I Important I Important I ImportantlImportantlKnow I I I I I I I 1 A. Sense of community 5 ...... ".....4 .............3.... ....x....2..........1.........9 B. C. Quality of life Small town feel 5... 5........... ........4 .............3........ f.....2...... 4 .............. 3..... ...L....2......1....1.........9 ....1..........9 D. Aesthetic appeal & high development standards 5...........4 ........ .....3........ f ....2...... i ....1.........9 E. F. Westlake Academy Access to other public schools (Keller, Northwest 5.... .......4 .............3........E ....2...... ....1..........9 G. H. 1. J. K. or Carroll ISD) Proximity to private schools Low crime rates /quality of public safety Employment opportunities in the Westlake area Access to DFW airport Access to major highways 5 5.....!.....4.......1 5 5.....'..... 5......, ...........4....... r .....3 .............2 .....3 ...... .......2...........1......1...9 ..........4....... i .....3 .............2 4... ....t.....3 .............2...... 4 .3 ..... ........2..........1......!...9 .............2...... ...... ...... ....1...... E...9 9 9 9 L. Type of housing available 5 ...........4 .............3..... ........2...........1.........9 M. Quality of your subdivision 5. ..........4 .............3...... .......2...........1......!...9 N. Westlake as a retirement destination 5 � ...........4....... .....3 .............2 I ...........1......1...9 O. P. Number of publicly accessible parks & trails Subdivision amenities (airpark, golf club, parks, etc.) 5...........4....... 5 t .....3........:.....2...... ...........4.......1.....3 ..... ........2..........1......1...9 y ....1......r...9 6. Which THREE of the reasons listed above are the most important reasons why you will stay in Westlake for the next 5 years? (Write in the spaces below, using the letters from the list in Question #6, above) 1st 2nd 3rd 7. Issues of Interest: Questions #7, #8, and #9 are used to spotlight certain areas of specific concern to the Town of Westlake. Using a scale of 1 to 5, where 5 means "Yes" and 1 means "No," please circle you feeling about whether or not benefit has resulted from each of the following. I I I I I Don't Yes Somewhat i Neutral Not Very No Know Do you feel the following road improvements are beneficial? 1 I 1 I I Road Proiects I I I I I I 1 I I I A. Improvements to FM 1938 / Davis Blvd. 5.... 1...... 4......A... 3.... ...!......2......!.....1......! ....9 B. Improvements to Dove Rd. / J.T. Ottinger Rd. 5.... �......4....... t ...3....... i......2...... G.....1...... i ....9 C. Intersection reconfigurations at Dove Rd / J.T. Ottinger Rd. 1 1 I I I 1 I I and Dove Rd. / Pearson Ln. 5........... 4....... L... 3 .... ..........2......!.....1......` ....9 � I I 8. Using a scale of 1 to 5, where 5 means "Very Satisfied" and 1 means "Very Dissatisfied," please circle your level of satisfaction with each of the following. Very I I I Very I I Don't Satisfied Satisfied Neutral Dissatisfied Dissatisfied Know How satisfied are you with the: 1 I Burglary Incidents I I I I I D. Police response to burglaries 5..... i ..... 4. ..........3 ..............2..... i ......1....... i...9 E. Communication provided to residents about the burglaries 5........... 4........... 3 ......... .....2.....1......1.......G...9 F. Efforts by the Town to address safety concerns resulting I I from the burglary incidents 5........... 4. ..........3 ..............2..... ......1...........9 3 9. Overall, how familiar are you with the following information: A. The Town's Comprehensive Plan 10. Please check the following boxes that apply to you: (1) Not Familiar (1) Not Familiar (1) Not Familiar (1) Not Familiar (1) Not Familiar (1) Not Familiar Have you attended any of the following events? (3) Very Familiar (2) Somewhat Familiar B. The Town's Strategic Plan Decoration Day (3) Very Familiar (2) Somewhat Familiar C. The Town's lighting standards (3) Very Familiar (2) Somewhat Familiar D. The Town's open space requirements for development (3) Very Familiar (2) Somewhat Familiar E. Zoning standards within the Town (3) Very Familiar (2) Somewhat Familiar F. Allowed uses for existing planned development districts within the Town (3) Very Familiar (2) Somewhat Familiar 10. Please check the following boxes that apply to you: (1) Not Familiar (1) Not Familiar (1) Not Familiar (1) Not Familiar (1) Not Familiar (1) Not Familiar Have you attended any of the following events? This Year Last Year Never Not Aware of Event Decoration Day Any of the Master Works concert series events Arbor Day Community Tree Lighting Westlake Historical Preservation Society's Classic Car Show Other Westlake Historical Preservation Society events Westlake Public Arts Society events 11. Have you attended a public meeting in vour neighborhood? (1) Yes- This Year (go to #1Oa) (2) Yes- Last Year (go to #10a) If Yes: 10a. Was the meeting informative? 10b. Did you have the opportunity to discuss your ideas /concerns? If No: 10c. Will you attend a neighborhood meeting in the future? 10d. Do you think these types of meeting are useful to conduct? 12. In your opinion, how often should neighborhood meetings be held? (1) Annually (2) Twice a year (3) No- (go to #IOc) (4) Not Aware of Meetings (1) Yes / (2) No (1) Yes / (2) No (1) Yes / (2) No (1) Yes / (2) No (3) Every other year 13. Do any children in grades K -12 live in your home? (1) Yes- (go to #13a) (2) No- (go to # 14) 13a. Do any of these children eurrently attend Westlake Academy? (1) Yes (go to #14) (2) No (go to #13b -d) 13b. Where do your children go to school? 13c. If any of your children previously attended Westlake Academy, why did they stop? 13d. If your children previously attended Westlake Academy, are you considering re- enrolling them in the future? (1) Yes (2) No 2 14. What is your age? (1) 18 — 34 years (3) 55 — 74 years (2) 35 — 54 years (4) 75 + years 15. How many years have you lived in Westlake? years 16. In which subdivision do you live? (1) Stagecoach Hills (3) Wyck Hill (5) Mahotea Boone (2) Vaquero (4) Glenwyck Farms (6) Other 17. Which of the following BEST describes your total annual household income? (1) Under $50,000 (3) $150,000 - $500,000 (2) $50,000 - $149,000 (4) Over $500,000 18. Gender: (1) Male (2) Female 19. Overall, how safe do you feel in the Town of Westlake? (4) Very Safe (3) Safe (2) Unsafe (1) Very Unsafe (9) Don't Know 20. Overall, how would you rate the Town of Westlake as a place to live? (4) Excellent (3) Good (2) Average (1) Poor (9) Don't Know Optional: If you have any other comments, please write them in the space provided below. The Town of Westlake Thanks you for completing this survey. Please return your completed document in the enclosed postage -paid envelope, addressed to: ETC Institute 725 W. Frontier Circle Olathe, KS 66061 5 Town of Westlake 'll A Discussion Items DISCUSSION ITEMS a. Discussion of Security Task Force Meeting Recommendations. (30 min) b. Discussion of the following; (1) proposed bond refunding, (2) issuance of $9.5 million in certificates of obligation for Westlake Academy expansion and a portion of ground storage tank project, (3) purchase of portables for Westlake Academy, (4) design contract for $8.5 million improvements, and (5) Construction manager -at -risk services. (30 min) (1a) c. Discussion of Zoning Change Application Z- 10 -01 -12 (Westlake Vellecito) and Zoning Change Application Z- 10 -02 -12 (Granada). (30 min) -`4 ),e.s, t lake Town Council TYPE OF ACTION Workshop - Discussion Item Westlake Town Council Meeting Monday, January 28, 2013 Topic: Discussion of Security Task Force Meeting Recommendations STAFF CONTACT: Amanda DeGan, Assistant to the Town Manager DECISION POINTS Start Date Completion Date Timeframe: December 17, 2012 N/A Funding: Amount — N/A Status - ®N /A Source - N/A Decision Alignment of wesT Strategy Map or VVM Connection Strategic Issue Connection Page 1 of 2 VVM Perspective Desired Outcome Service Excellence Customer Focus CF.Promote Community Health, Safety & Welfare Strategic Issue Outcome Sta 'Act on ' Strategy N/A N/A N/A Strategy Map or VVM Connection Strategic Issue Connection Page 1 of 2 EXECUTIVE SUMMARY In response to the burglaries our community experienced this past November, the Town Council directed staff to proceed with the formation of a security task force to examine opportunities and procedures to help increase our safety in Westlake. The group is comprised of the following members: Community Members: Greg Goble, Bill Frey, Alan Werst, Michael Keeley, Stef Mauler, Larry Holden Keller Police Staff: Mark Hafner, Lt. Brenda Slovak, Lt. Tommy Simmons Town Staff Tom Brymer, Troy Meyer, Ginger Awtry, Eddie Edwards, Amanda DeGan The goal of the task force is to formulate a public /private Cooperative response to examine security options and enhance public safety in Westlake and provide a report to the Council as to the recommended course of action. The first meeting of the task force was held on December 17, 2012 where we discussed the progress of the investigation and the proposed plans to enhance security during the Christmas holiday season. As a result of this first meeting, we also asked Chief Hafner to conduct an analysis on the allocated number of police officers in our community (see attached report). A recommendation was also made to review the feasibility of drafting an ordinance limiting public access to the park to certain hours of the day. The second meeting of the task force was held on January 14, 2013, where an additional update was provided on the status of the investigation, the private security measures were discussed, Chief Hafner reviewed the findings of his coverage analysis, and suggestions were made to the proposed ordinance. Details of the discussions and the analysis by Chief Hafner will be provided during the workshop meeting. The general feedback from the participants has been positive and we intend to meet on a quarterly basis until the members are confident a comprehensive approach has been implemented. ORGANIZATIONAL HISTORY/RECOMMENDATION ATTACHMENTS KPD — Westlake Analysis — Thanksgiving Burglaries Page 2 of 2 REPORT ANALYZING LEVEL OF POLICE SERVICES IN THE TOWN OF WESTLAKE. Prepared By Chief Mark R. Hafner Keller Police Department mhafner(a�ke llerpd. com 817 - 743 -4501 January 8, 2013 INTRODUCTION In light of the recent residential burglaries that occurred in the Town of Westlake some residents voiced concern to Westlake Town Officials questioning if the level of Police Services is adequate and if it is adequate are the police services being utilized in the optimum manner. This report will provide statistical data for the calendar year 2012 extracted from our Computer Aided Dispatch System (CADS) and will address these service level questions. BACKGROUND Since June of 2002, the Town of Westlake has contracted with the City of Keller to have the Keller Police Department be the exclusive Law Enforcement Agency for the Town of Westlake. At that time a service level analysis was conducted and the amount of additional staff needed to be added to the Keller Police Department was determined. An Interlocal Agreement was passed by the respective Councils which outlines the terms, conditions, and cost of the Police Services Agreement. The contract provides the Town of Westlake with the following: • An adequate number of police patrol units to provide routine neighborhood patrol, patrol of business establishments, answer calls from the public for police related calls, and enforce traffic laws within the Town of Westlake. This is currently accomplished by staffing two officers 24/7 in two patrol sectors (District #1 and #5) that cover the entire Town of Westlake and also overlap into North Keller. • Two dedicated motor officers to the Town of Westlake for forty hours each week per motor officer (not including vacation, sick, or training time) to enforce traffic laws and investigate motor vehicle collisions that occur in the Town of Westlake. Generally the motor officers work Monday- Friday during the morning and evening commuter hours. • Police and Fire Dispatch services including being the Public Service Answering Point for all 9 -1 -1 calls originating from the Town of Westlake. This includes housing and entering warrants from the Westlake Municipal Court. • Utilization of personnel assigned to the Criminal Investigation Division for the follow -up investigation of major crimes that occur within the Town of Westlake. • Utilization of a Community Services Officer to provide crime prevention programming to Westlake residents and businesses when requested. • Utilization of a SWAT team for major incidents that occur within Westlake. • Jail capacity and services for housing Westlake prisoners. • Animal Control Services including space at the Keller Animal Shelter. • All services from the Keller Police Administration including the Keller Chief of Police assuming the responsibility of being the Chief of Police for the Town of Westlake. To calculate a cost for this agreement Westlake would be assessed the cost of eight (8) full- time equivalents along with an administrative charge. The cost of eight (8) full -time equivalents is not a static staffing number and there are times when Westlake will receive more resources than what can be delivered by eight (8) employees to handle peak events and prevent Westlake from ever being subject to "black -out time" where officers are unable to respond to high priority incidents. This provides Westlake the full services of a Nationally Accredited Police Department with eighty -five (85) members, associated equipment and extensive capital for the annual cost of eight (8) employees. The price of the contract for 2012/13 fiscal year is $785,204. 2 ANALYZING DATA TO DETERMINE PROPER PATROL COVERAGE To determine the proper staffing level of police personnel for adequate patrol coverage we need to measure the amount of calls for service. This is the workload metric for patrol and illustrates what the officers are doing and the percentage of unallocated time for patrol. A reasonable amount of unallocated time allows officers to provide a visual presence within the community while maintaining a reasonable response time. Calls for service are broken down into two major categories; Reactive or Citizen Initiated and Proactive or Officer Initiated. Some common examples of a Reactive or Citizen Initiated Calls for Service include alarm calls, criminal and motor vehicle collision investigations, and disturbances. Proactive or Officer Initiated Calls for Service include Motor Vehicle Stops, Pedestrian Stops, Building Checks, and Community Policing problem solving activities. Listed below is the number of Calls for Service for Citizen Initiated and Officer Initiated. Because the Districts overlap between Westlake and North Keller the data for both municipalities are shown. Citizen Initiated i r-Service in Westlake/North Keller for I District Total Average Time Per Average Time Spent And Town By District Call By District. Per Day By District 1 Westlake 299 28:14 0:23:07 5 Westlake 1138 29:56 1:33:20 1 Keller 1536 29:16 2:03:10 5 Keller 528 29:59 0:43:23 Westlake/North Officer Initiated Call-For-Service in I District and Town Total Average Time Per Average Time Spent By District Call By District Per Day By District 1 Westlake 5439 09:48 2:25:55 (2867 traffic stops) (09:24 traffic stops) (1:13:49 traffic stops) 5 Westlake 10902 08:05 4:01:18 (7979 traffic stops) (06:55 traffic stops) (2:31:13 traffic stops) 1 Keller 6632 08:03 2:26:11 (2136 traffic stops) (07:39 traffic stops) (1:28:33 traffic stops) 5 Keller 4511 07:28 1:32:19 (922 traffic stops) (07:30 traffic stops) (0:31:50 traffic stops) The above data shows that the officers patrolling Westlake and North Keller spend on the average of four (4) hours per day in both cities (17% of their time) answering calls for service from citizens. This 3 leaves 83% of their time free to patrol and perform self-initiated activity. Most agencies use 50% as a generally accepted standard and when the unallocated time falls below that goal they begin to explore adding officers. Percentage of Work Time For Patrol Officers in Westlake and North Keller Ansering calls from Citizens 17% Unallocated Patrol Time Answering Calls from Citizens Within that 83% of available time the officers assigned to Westlake and North Keller spend an average of 9.85 hours on officer self initiated activity. Out of those 9.85 hours, officers in Westlake and North Keller spend an average of 4.09 hours per day conducting traffic stops. When you add the total amount of hours for citizen and officer calls for service this equates to a total of 13.85 hours or 58% of the officer's time committed to citizen and officer initiated activity. own of Unallocated Patrol Time spent by Officers 4.09 5.76 la] Traffic Stops Other Officer Initiated Activity Officer Unallocated Time for Patrol Because Westlake and North Keller patrol districts overlap to take advantage in the economy of scale for each community the total amount of all measured Patrol Activities for the two districts were analyzed and Westlake Districts consume a daily average of 7.82 hours of total patrol activity while North Keller consumes a daily average of 6.03 hours. This equates to a 56% Westlake - 44% Keller ratio. We have no way to determine outside of the measureable 58% of total police activity where the random patrol occurs in percentages between the two municipalities. The difference in response times to Priority 1 calls between Westlake and North Keller in the overlapping districts is negligible with a 3 second difference. Percentage of all measured Police Activities spent in each City PIP.- ■ North Keller ■ Westlake Analyzing the calls for services by citizens in Westlake by day and time of week, reveals that the number is relatively small (1,437) and accounts for less than 1.5 hours per day for both Westlake Districts. Therefore, there is no opportunity or need to staff differently in the districts by day of the week or hour of the day. The data shows most of the calls occur during the day shift and during the week days. This is when we have the most staffing available with the two sector officers and the two motor officers that can break away from their exclusive traffic duties and respond to high priority calls from the public. There were no identified "black out times" when an officer was not available to respond to a high priority call within the Town of Westlake. Actually there are instances each month when additional resources are pulled from Keller Patrol Sectors and Traffic Units to handle major calls for services within the Town of Westlake. Dropping the municipal boundaries based on the severity of the call is the most effective and efficient use of resources versus overstaffing for occurrences that happen very infrequently. Analyzing the support roles of Crime Prevention, Criminal Investigations, SWAT Team, and Animal Control Services, the contract does not specify a fixed amount of resources allocated to Westlake. Therefore, Westlake has always received what they needed to accomplish the goal. One of the best features of the Police Services Contract for the Town of Westlake is that the Town receives support functions of a mid -size police department of 85 employees for the cost of eight (8) employees while the City of Keller receives the needed additional patrol coverage in North Keller and an additional Records k, Clerk. During this past year Investigators in the Criminal Investigations Division have spent 2,150 hours investigating 33 criminal offenses. All six investigators were available to Westlake when needed. The Community Service Officer has conducted 24 home security audits along with an audit of the Westlake Academy and has devoted close to 150 hours over the past year to Westlake. The SWAT team has provided dignitary protection details at Deloitte University and has conducted training exercises within the Town. Animal Services responded to 56 animal related calls in 2012. The agreement also includes utilization of equipment (vehicles, radios, etc.), state -of -the -art police facilities and dispatch service, discounted radio access through NETCO and future benefits associated with the upcoming expanded jail and animal shelter. CONCLUSION The recent spike in residential burglaries over the Thanksgiving holiday raised the obvious question regarding adequate police coverage. This is understandable as the residents of Westlake have never experienced ten (10) residential burglaries over one holiday weekend. For the past decade Westlake has been averaging two (2) Part 1 Crimes per month and had many years without residential burglaries. It is only natural for residents to raise the question of proper police patrol as some may no longer feel as safe. The feeling of being safe in your home has a direct citizen perception on the amount and effectiveness of neighborhood patrol. It is very common for residents after an isolated crime spree to indicate they never see a police officer in their neighborhood or question if the officers were in the neighborhoods instead of writing tickets to speeders then would the crime have taken place. Studies have shown that the effectiveness of random police patrol is not very effective at preventing property crime. After establishing proper police staffing based on calls for service and a reasonable response time the best strategy for preventing property crime are crime prevention strategies practiced by the residential and business community in a partnership with the police department. The targeted crime reduction approach like we have recently seen with residents upgrading their alarms, notifying the police department when they are away, keeping lights on in and around the homes, stopping the mail when away, watching out for suspicious persons or circumstances and calling 9 -1 -1 to report them, along with a temporary increase of neighborhood patrols to reduce citizen fear should over time improve the situation. The current staffing level of police patrols and the support services provided under the Westlake Police Services agreement exceeds best practices and standards taking into consideration present housing densities, commercial development, daytime and evening population, roadway conditions, traffic flow, and ten years of call for service and crime data. I believe the patrol staffing is adequate and do not recommend additional patrol personnel at this time. The City of Keller appreciates our partnership with the Town of Westlake and the relationship we have established in regard to the provision of accredited police services. 11 pF L4F'j� k `_: estlake Town Council TYPE OF ACTION Workshop - Discussion Item Westlake Town Council Workshop Meeting Monday, January 28, 2013 Topic: Discussion of the following; (1) proposed bond refunding, (2) issuance of $9.5 million in certificates of obligation for Westlake Academy expansion and a portion of ground storage tank project, (3) purchase of portables for Westlake Academy, (4) design contract for $8.5 million improvements, and (5) Construction manager -at -risk services. STAFF CONTACT: Tom Brymer, Town Manager Debbie Piper, Finance Director Troy Meyer, Director of Facilities and Park/Recreation Decision Points Start Date Completion Date Timeframe: January 28, 2013 N/A Funding: Amount- N/A Status- MN /A Source- N/A Decision Alignment Strategy Map or VVM Connection 0 Strategic Issue Connection Page 1 of 4 VVM Perspective Desired Outcome Exemplary Financial Governance Stewardship FS. Sustain Fiscal Health Leadership Customer Focus CF: Provide Outstanding Service and Program Delivery Strategic Issue Outcome Strategy Staff Action Fiscal Stewardship & 5. Budget according SA 05.1: Budget Preparation Organizational to established service Effectiveness level provisions within departments Capital Investment 3. Policy & Cost SA 3.3: Evaluate Westlake Analysis Driven by Academy campus needs and Growth (Future expansion options Assets) Strategy Map or VVM Connection 0 Strategic Issue Connection Page 1 of 4 EXECUTIVE SUMMARY In response to previous discussions during the budget processes for the municipal and academic operations, staff would like to take this opportunity to discuss the following pending issues. Proposed Bond Refunding Tom Lawrence, our financial advisor, has advised that there is a significant estimated cost savings that can be obtained by moving forward on the refunding of certain 2003 Certificates of Obligation, 2008 General Obligation Bonds and 2011 Certificates of Obligation previously issued by the Town. Our intention is to (1) achieve savings, and (2) restructure annual debt service on all outstanding debt so that aggregate annual payments are level over the next 20 years. The attached report, based on current interest rates (as of January 15), reflects present values savings of 11.7 %, with an overall savings of $871,338.He has forwarded the attached report to make us aware of potential savings if we proceed. Staff is also recommending the Council consider adopting a "Delegated Pricing" ordinance that gives us more timing flexibility. This is a more flexible approach than the traditional method of locking in an interest rate on the day that the Town Council meets to approve the sale of the bonds. This involves the Council approving a set of parameters that must be met before the refunding bonds could be issued. Such parameters include, among others, maximum amount of refunding bonds (e.g. $7 million), minimum amount of present value savings (e.g. 5.0 %) and a time limit for completing the transaction, (e.g. six months). In addition to establishing parameters, a Delegated Pricing Ordinance delegates the final approval of the refunding bonds to its staff, e.g. Town Manager or Finance Director, who would have to sign off on the transaction before a bond sale and closing may occur. No further Council action would be required. A schedule is attached of the events that will need to take place if we move forward with the bond refunding and "Delegated Pricing" ordinance in January. Issuance of $9.5 million in Certificates of Obligation In an effort to increase transparency, staff is proposing a Resolution for authorization of Town consultants and staff to begin preparation for the issuance of approving the publication of Notice of Intent to Issue certificates of obligation in the amount of $9.5 million for the financing of the Westlake Academy expansion ($8.5 million) and to fund a portion of the ground storage water tank project ($1.0 million). This authorization will also include a reimbursement resolution. The remaining $500K needed for the ground storage water tank will be funded through an interfund loan from the General Fund with payments being made back to the General Fund with the same amount of interest as the bonds, 2.38% over two years. The current year's adopted budget reflects a $2M interfund transfer from the General Fund with a five year pay back from the Utility Fund. The project's proposed costs have now come in at $1.5M rather than the budgeted amount of $2M. It is staff s recommendation that instead of cash funding this project from the General Fund fund balance, which would reduce the overall available fund balance, it would be more equitable to use a portion of the certificates of obligation. Therefore, users of the system today are not paying for the whole system and the costs are spread over the life span of the project. Page 2 of 4 Over the past several months, the Town Council (functioning as the Board of Trustees for Westlake Academy) has also examined student enrollment and facility options related to the Academy and retained a professional architectural firm, Bennett, Benner, Pettit (BB &P) to: (1) review the previous campus facility plans, (2) obtain a campus facilities master plan, and (3) adopt the facility master plan which would guide future capital planning at Westlake Academy. Based on Phase I of the Facility Plan presented by BB &P and adopted by the Town Council on November 12, 2012, the $8.5 million portion of this issuance will be used for the following expansion at the school: • Cafetorium (for use as a cafeteria, gymnasium and auditorium) • Secondary classroom building • Fieldhouse (containing locker rooms and storage space for athletic equipment) The proposed $8.5 million portion of the certificates of obligation issuance can be serviced by the Town without impacting the ad valorem tax rate. The debt service payment for this proposed issuance is contained in the Adopted FY 12 -13 budget; albeit, the budget anticipated we would issue the CO's earlier and make an interest payment. Based on the attached report, due to timing, no payments will be made in this fiscal year. The original payments noted in our Five -Year Financial Forecast reflected an annual payment of approximately $440K, whereas, the new numbers reflect annual payments ranging between $416K and $419K. Staff plans to bring this $9.5 million bond issuance before the Council at the February 25th meeting to receive approval of 1) a reimbursement resolution, and (2) publication of notice of intent to issue the certificates of obligation. Based on the attached schedule, we would likely receive bond proceeds sometime in April. The reimbursement resolution will be incorporated into the resolution authorizing publication of notice of intent to issue the certificates of obligation. This action gives the Town the authority to use proceeds from a tax - exempt debt issuance to reimburse its municipal account from which project costs were paid prior to the availability of the proceeds from the debt issuance. This includes any "soft costs" as long as they don't exceed 20% of the bond proceeds as well as going back 60 days prior to the adoption of the resolution for "hard costs" that were paid during that time. Portable Buildings At the December 3, 2012 Board of Trustee meeting, discussion ensued regarding the purchase of three portable buildings to ensure that space would be available for any enrollment increases in SY 2013. The portables would include six classrooms located just to the northwest of the current three portable building on Westlake Academy campus. The incorporation of these new portable buildings on campus will allow for a number of options should our base enrollment increase over the next several months. By placing these portables in service, it would be possible to move into three sections in the PYP program if necessary. If the growth does not require the addition of new sections in all the PYP grade levels, the portables could be utilized as specials classroom, as well Page 3 of 4 as one unit being used as the construction trailer for Phase One. Bids for these three portables will be sought with the cost of purchasing and setting them in place at an estimated $130,000. Per a discussion with our bond attorney, these portables are eligible to be purchased with the bond proceeds. Design contract for $8.5 Million improvements to Westlake Academy BB &P presented a master plan of the Academy which was approved by the Town Council on November 12, 2013. The Council instructed staff to have BB &P provide architectural services for Phase 1 of the Westlake Academy campus expansion. The architectural scope of work includes three new buildings: (1) single -story cafetorium (approximately 9,600 sq. ft.) (2) a three story secondary classroom building (approximately 18,900 sq. ft.), and (3) one single story field house (approximately 9,600 sq. ft.). The total compensation for the architectural services outlined in the agreement is $457,500, based on the following phases: • 20% Schematic Design • 15% Design Development • 42% Construction Documents • 3% Bidding or negation • 20% Construction If the project is placed on hold at any time during the process, the architect would be compensated for the completion of the phase they were working on at that time. Construction Manager -at -Risk services Staff will be requesting the approval to begin the process of Request for Qualifications (RFQ) for Construction Manager -at -Risk services to construct Phase I of the Academy Campus expansion, to include the construction of the buildings listed above. These services include pre - construction, construction documents, and construction administration. This process will take 4 -6 week to rank and select the top four contractors. These four contractors will make presentations to the Town Council for the final selection. ORGANIZATIONAL HISTORY/RECOMMENDATION Several ordinances and resolutions will be brought forward for approval over the next several months regarding the above mentioned projects. Staff will recommend moving forward and request approval from the Council on each individual item. Attachments a) Schedule of Events for the refunding b) Report prepared by Lawrence Financial Consulting LLC regarding the anticipated refunding c) Schedule of Events for the $9.5 million issuance d) Reports prepared by Lawrence Financial Consulting LLC regarding the $9.5 million issuance Page 4 of 4 TOWN OF WESTLAKE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013 SCHEDULE OF EVENTS (Council Meeting Dates Highlighted) Action Date Bond Sale/Delegated Pricing Approved by Town Council 0 I/28/l3 Application for Credit Rating; initial draft of POS distributed 01/29/13 Credit Rating Received 02/12/13 Preliminary Official Statement Distributed to Investors 02/13/13 Bond Pricing Completed 02/19/13 Bond Counsel Submits Transcript to AG for Review 02/21/13 Final Official Statement printed 02/26/13 Closing Memorandum Distributed 02/26/13 Attorney General Approval Received 03/15/13 Closing 03/19/13 Lawrence Financial Consulting LLC 1/11/2013 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Table of Contents Report Debt Service Comparison 1 Net Debt Service Schedule 2 Pricing Summary 3 Total Refunded Debt Service 4 Sources & Uses 7 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Debt Service Comparison Date Total P +I Existing D/S Net New D/S Old Net D/S Savings 09/30/2013 395,550.47 620,835.00 1,016,385.47 1,015,682.88 (702.59) 09/30/2014 512,830.00 1,004,257.50 1,517,087.50 1,610,232.01 93,144.51 09/30/2015 531,025.00 986,095.00 1,517,120.00 1,597,280.75 80,160.75 09/30/2016 503,652.50 1,014,382.50 1,518,035.00 1,623,851.00 105,816.00 09/30/2017 336,315.00 1,183,882.50 1,520,197.50 1,596,031.50 75,834.00 09/30/2018 324,170.00 1,192,257.50 1,516,427.50 1,605,048.50 88,621.00 09/30/2019 336,552.50 1,184,432.50 1,520,985.00 1,597,469.50 76,484.50 09/30/2020 338,365.00 1,181,157.50 1,519,522.50 1,594,044.50 74,522.00 09/30/2021 334,685.00 1,182,157.50 1,516,842.50 1,594,498.50 77,656.00 09/30/2022 335,497.50 1,182,357.50 1,517,855.00 1,594,731.50 76,876.50 09/30/2023 335,745.00 1,181,757.50 1,517,502.50 1,593,718.50 76,216.00 09/30/2024 330,645.00 1,188,157.50 1,518,802.50 1,599,259.50 80,457.00 09/30/2025 330,308.75 1,186,657.50 1,516,966.25 1,596,454.50 79,488.25 09/30/2026 339,497.50 1,176,757.50 1,516,255.00 1,585,778.50 69,523.50 09/30/2027 333,257.50 1,184,907.50 1,518,165.00 1,597,656.50 79,491.50 09/30/2028 326,822.50 1,190,607.50 1,517,430.00 1,601,392.50 83,962.50 09/30/2029 626,162.50 894,695.00 1,520,857.50 1,473,995.00 (46,862.50) 09/30/2030 626,001.25 893,345.00 1,519,346.25 1,470,170.00 (49,176.25) 09/30/2031 625,150.00 895,560.00 1,520,710.00 1,473,810.00 (46,900.00) 09/30/2032 628,525.00 890,910.00 1,519,435.00 1,316,160.00 (203,275.00) Total $8,450,757.97 $21,415,170.00 $29,865,927.97 $30,737,265.64 $871,337.67 PV Analysis Summary (Net to Net) Gross PV Debt Service Savings 787,627.24 Net PV Cashflow Savings @ 2.345 %(TIC) 787,627.24 Contingency or Rounding Amount 3,474.44 Net Present Value Benefit $791,101.68 Net PV Benefit / $6,277,000 Refunded Principal 12.603% Net PV Benefit / $6,760,000 Refunding Principal 11.703% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Cons ulting LLC Registered Municipal Advisor & Texas Securities Dealer Page 1 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Net Debt Service - ALL OUTSTANDING DEBT Date Principal Coupon Interest Total P +I Existing D/S Net New D/S 09/30/2013 345,000.00 0.300% 50,550.47 395,550.47 620,835.00 1,016,385.47 09/30/2014 390,000.00 0.400% 122,830.00 512,830.00 1,004,257.50 1,517,087.50 09/30/2015 410,000.00 0.500% 121,025.00 531,025.00 986,095.00 1,517,120.00 09/30/2016 385,000.00 0.700% 118,652.50 503,652.50 1,014,382.50 1,518,035.00 09/30/2017 220,000.00 0.900% 116,315.00 336,315.00 1,183,882.50 1,520,197.50 09/30/2018 210,000.00 1.100% 114,170.00 324,170.00 1,192,257.50 1,516,427.50 09/30/2019 225,000.00 1.300% 111,552.50 336,552.50 1,184,432.50 1,520,985.00 09/30/2020 230,000.00 1.500% 108,365.00 338,365.00 1,181,157.50 1,519,522.50 09/30/2021 230,000.00 1.700% 104,685.00 334,685.00 1,182,157.50 1,516,842.50 09/30/2022 235,000.00 1.900% 100,497.50 335,497.50 1,182,357.50 1,517,855.00 09/30/2023 240,000.00 2.100% 95,745.00 335,745.00 1,181,757.50 1,517,502.50 09/30/2024 240,000.00 2.150% 90,645.00 330,645.00 1,188,157.50 1,518,802.50 09/30/2025 245,000.00 2.250% 85,308.75 330,308.75 1,186,657.50 1,516,966.25 09/30/2026 260,000.00 2.350% 79,497.50 339,497.50 1,176,757.50 1,516,255.00 09/30/2027 260,000.00 2.450% 73,257.50 333,257.50 1,184,907.50 1,518,165.00 09/30/2028 260,000.00 2.500% 66,822.50 326,822.50 1,190,607.50 1,517,430.00 09/30/2029 570,000.00 2.600% 56,162.50 626,162.50 894,695.00 1,520,857.50 09/30/2030 585,000.00 2.650% 41,001.25 626,001.25 893,345.00 1,519,346.25 09/30/2031 600,000.00 2.700% 25,150.00 625,150.00 895,560.00 1,520,710.00 09/30/2032 620,000.00 2.750% 8,525.00 628,525.00 890,910.00 1,519,435.00 Total $6,760,000.00 - $1,690,757.97 $8,450,757.97 $21,415,170.00 $29,865,927.97 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 2 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Pricing Summary Type of Maturity Maturity Bond Coupon Yield Value Price Dollar Price 08/15/2013 Serial Coupon 0.300% 0.300% 345,000.00 100.000% 345,000.00 02/15/2014 Serial Coupon 0.400% 0.400% 390,000.00 100.000% 390,000.00 02/15/2015 Serial Coupon 0.500% 0.500% 410,000.00 100.000% 410,000.00 02/15/2016 Serial Coupon 0.700% 0.700% 385,000.00 100.000% 385,000.00 02/15/2017 Serial Coupon 0.900% 0.900% 220,000.00 100.000% 220,000.00 02/15/2018 Serial Coupon 1.100% 1.100% 210,000.00 100.000% 210,000.00 02/15/2019 Serial Coupon 1.300% 1.300% 225,000.00 100.000% 225,000.00 02/15/2020 Serial Coupon 1.500% 1.500% 230,000.00 100.000% 230,000.00 02/15/2021 Serial Coupon 1.700% 1.700% 230,000.00 100.000% 230,000.00 02/15/2022 Serial Coupon 1.900 % 1.900% 235,000.00 100.000% 235,000.00 02/15/2023 Serial Coupon 2.100% 2.100% 240,000.00 100.000% 240,000.00 02/15/2024 Serial Coupon 2.150% 2.150% 240,000.00 100.000% 240,000.00 02/15/2025 Serial Coupon 2.250% 2.250% 245,000.00 100.000% 245,000.00 02/15/2026 Serial Coupon 2.350% 2.350% 260,000.00 100.000% 260,000.00 02/15/2027 Serial Coupon 2.450% 2.450% 260,000.00 100.000% 260,000.00 02/15/2028 Serial Coupon 2.500% 2.500% 260,000.00 100.000% 260,000.00 02/15/2029 Serial Coupon 2.600% 2.600% 570,000.00 100.000% 570,000.00 02/15/2030 Serial Coupon 2.650% 2.650% 585,000.00 100.000% 585,000.00 02/15/2031 Serial Coupon 2.700% 2.700% 600,000.00 100.000% 600,000.00 02/15/2032 Serial Coupon 2.750% 2.750% 620,000.00 100.000% 620,000.00 Total - $6,760,000.00 - $6,760,000.00 Bid Information Par Amount of Bonds $6,760,000.00 Gross Production $6,760,000.00 Bid (100.000 %) 6,760,000.00 Total Purchase Price $6,760,000.00 Bond Year Dollars $71,289.06 Average Life 10.546 Years Average Coupon 2.3716936% Net Interest Cost (NIC) 2.3716936% True Interest Cost (TIC) 2.3453184% 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & T6xas Securities� Dealer Page 3 Town of Westlake, Texas Limited Tax Building Bonds Series 2008 Total Refunded Debt Service Date Principal Coupon Interest Total P +I 05/01/2013 100,000.00 3.920% 41,846.00 141,846.00 05/01/2014 100,000.00 3.920% 79,772.00 179,772.00 05/01/2015 105,000.00 3.920% 75,852.00 180,852.00 05/01/2016 110,000.00 3.920% 71,736.00 181,736.00 05/01/2017 115,000.00 3.920% 67,424.00 182,424.00 05/01/2018 120,000.00 3.920% 62,916.00 182,916.00 05/01/2019 125,000.00 3.920% 58,212.00 183,212.00 05/01/2020 130,000.00 3.920% 53,312.00 183,312.00 05/01/2021 135,000.00 3.920% 48,216.00 183,216.00 05/01/2022 140,000.00 3.920% 42,924.00 182,924.00 05/01/2023 145,000.00 3.920% 37,436.00 182,436.00 05/01/2024 150,000.00 3.920% 31,752.00 181,752.00 05/01/2025 155,000.00 3.920% 25,872.00 180,872.00 05/01/2026 160,000.00 3.920% 19,796.00 179,796.00 05/01/2027 170,000.00 3.920% 13,524.00 183,524.00 05/01/2028 175,000.00 3.920% 6,860.00 181,860.00 Total $2,135,000.00 - $737,450.00 $2,872,450.00 Yield Statistics Average Life 8.428 Years Weighted Average Maturity (Par Basis) 8.428 Years Average Coupon 3.9200000% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2008 1 SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Finan6al Consulting Registered Municipal �dvisor & Texas Securities Pealer Page 4 Town of Westlake, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation Series 2003 Total Refunded Debt Service Date Principal Coupon Interest Total P +I 05/01/2013 170,000.00 3.700% 51,850.63 221,850.63 05/01/2014 175,000.00 3.875% 97,411.26 272,411.26 05/01/2015 185,000.00 4.000% 90,630.00 275,630.00 05/01/2016 190,000.00 4.200 % 83,230.00 273,230.00 05/01/2017 - - 75,250.00 75,250.00 05/01/2018 75,250.00 75,250.00 05/01/2019 75,250.00 75,250.00 05/01/2020 75,250.00 75,250.00 05/01/2021 75,250.00 75,250.00 05/01/2022 75,250.00 75,250.00 05/01/2023 - 75,250.00 75,250.00 05/01/2024 - 75,250.00 75,250.00 05/01/2025 - 75,250.00 75,250.00 05/01/2026 - 75,250.00 75,250.00 05/01/2027 - 75,250.00 75,250.00 05/01/2028 - - 75,250.00 75,250.00 05/01/2029 350,000.00 5.000% 75,250.00 425,250.00 05/01/2030 365,000.00 5.000% 57,750.00 422,750.00 05/01/2031 385,000.00 5.000% 39,500.00 424,500.00 05/01/2032 405,000.00 5.000 % 20,250.00 425,250.00 Total $2,225,000.00 - $1,418,871.89 $3,643,871.89 Yield Statistics Average Life 12.496 Years Weighted Average Maturity (Par Basis) 12.496 Years Average Coupon 4.9600446% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2003 after 2011 rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial ConspIting LLq Registered Municipal Advisor & Texas Securities Oealer Page 5 Town of Westlake, Texas Combination Tax and Revenue Certificate of Obligation Series 2011 Total Refunded Debt Service Date Principal Coupon Interest Total P +I 02/15/2014 93,000.00 3.250% 62,302.50 155,302.50 02/15/2015 97,000.00 3.250% 59,280.00 156,280.00 02/15/2016 100,000.00 3.250% 56,127.50 156,127.50 02/15/2017 75,000.00 5.000% 67,113.75 142,113.75 02/15/2018 79,000.00 5.000% 77,600.00 156,600.00 02/15/2019 83,000.00 5.000% 73,650.00 156,650.00 02/15/2020 87,000.00 5.000% 69,500.00 156,500.00 02/15/2021 91,000.00 5.000% 65,150.00 156,150.00 02/15/2022 96,000.00 5.000% 60,600.00 156,600.00 02/15/2023 101,000.00 5.000% 55,800.00 156,800.00 02/15/2024 106,000.00 5.000% 50,750.00 156,750.00 02/15/2025 111,000.00 5.000% 45,450.00 156,450.00 02/15/2026 117,000.00 5.000% 39,900.00 156,900.00 02/15/2027 123,000.00 5.000% 34,050.00 157,050.00 02/15/2028 129,000.00 5.000% 27,900.00 156,900.00 02/15/2029 136,000.00 5.000% 21,450.00 157,450.00 02/15/2030 143,000.00 5.000% 14,650.00 157,650.00 02/15/2031 150,000.00 5.000% 7,500.00 157,500.00 Total $1,917,000.00 - $888,773.75 $2,805,773.75 Yield Statistics Average Life 10.325 Years Weighted Average Maturity (Par Basis) 10.325 Years Average Coupon 4.4606268% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2011 CO I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 6 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Sources & Uses Dated 03/19/20131 Delivered 03/19/2013 Sources Of Funds Par Amount of Bonds $6,760,000.00 Total Sources $6,760,000.00 Uses Of Funds Costs of Issuance 135,200.00 Current Refunding 2,174,231.56 Advance Refunding 4,447,094.00 Rounding Amount 3,474.44 Total Uses $6,760,000.00 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 7 TOWN OF WESTLAKE, TEXAS COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION, SERIES 2013 SCHEDULE OF EVENTS Council Meeting Dates Highlighted Action Date Council Approves Resolution Approving Proceeding with COs 01128113 Council Approves Resolution Approving Publication of Notice of Intent to Issue COs and Reimbursement Resolution 02125113 Apply for Credit Rating; initial draft of POS distributed 02/26/13 First Publication of Notice of Intent to Issue COs') 02/28/13 Second Publication of Notice of Intent to Issue COs 03/07/13 Credit Rating Received 03/12/13 Distribute Preliminary Official Statement 03/18/13 CO Pricing/Interest Rates Established 03/25/13 Council Adopts Ordinance Approving Sale of COs 04102113 (or 413) Bond Counsel Submits Transcript to AG for Review 04/05/13 Closing Memorandum Distributed to Working Group 04/09/13 Final Official Statement Distributed 04/10/13 Attorney General Approval of COs 04/26/13 Closing 04/30/13 (1) At least 31 days before sale. Lawrence Financial Consulting LLC 111612013 Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Table of Contents Report Debt Service Schedule 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Debt Service Schedule Part 1 of 2 Date Principal Coupon Interest Total P +I 09/30/2013 - - - 09/30/2014 185,000.00 0.400% 293,158.28 478,158.28 09/30/2015 260,000.00 0.500% 222,487.50 482,487.50 09/30/2016 260,000.00 0.700% 220,927.50 480,927.50 09/30/2017 265,000.00 0.900% 218,825.00 483,825.00 09/30/2018 265,000.00 1.100% 216,175.00 481,175.00 09/30/2019 265,000.00 1.300% 212,995.00 477,995.00 09/30/2020 270,000.00 1.500% 209,247.50 479,247.50 09/30/2021 275,000.00 1.700% 204,885.00 479,885.00 09/30/2022 285,000.00 1.900% 199,840.00 484,840.00 09/30/2023 290,000.00 2.100% 194,087.50 484,087.50 09/30/2024 295,000.00 2.150% 187,871.25 482,871.25 09/30/2025 300,000.00 2.250% 181,325.00 481,325.00 09/30/2026 305,000.00 2.350% 174,366.25 479,366.25 09/30/2027 315,000.00 2.450% 166,923.75 481,923.75 09/30/2028 320,000.00 2.500% 159,065.00 479,065.00 09/30/2029 330,000.00 2.600% 150,775.00 480,775.00 09/30/2030 335,000.00 2.650 % 142,046.25 477,046.25 09/30/2031 350,000.00 2.700% 132,882.50 482,882.50 09/30/2032 355,000.00 2.750% 123,276.25 478,276.25 09/30/2033 365,000.00 2.800% 113,285.00 478,285.00 09/30/2034 315,000.00 2.900% 103,607.50 418,607.50 09/30/2035 325,000.00 2.900% 94,327.50 419,327.50 09/30/2036 335,000.00 2.900% 84,757.50 419,757.50 09/30/2037 345,000.00 2.900% 74,897.50 419,897.50 09/30/2038 355,000.00 3.000% 64,570.00 419,570.00 09/30/2039 365,000.00 3.000% 53,770.00 418,770.00 09/30/2040 375,000.00 3.000% 42,670.00 417,670.00 09/30/2041 385,000.00 3.100% 31,077.50 416,077.50 09/30/2042 400,000.00 3.100% 18,910.00 418,910.00 09/30/2043 410,000.00 3.100% 6,355.00 416,355.00 Total $9,500,000.00 - $4,299,387.03 $13,799,387.03 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM •g - -� Municipal et • i Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Debt Service Schedule Part 2 of 2 Yield Statistics Bond Year Dollars Average Life Average Coupon Net Interest Cost (NIC) $157,480.56 16.577 Years 2.7301066% 2.7301066% True Interest Cost (TIC) 2.6907613% Bond Yield for Arbitrage Purposes 2.6907613% All Inclusive Cost (AIC) 2.6907613% IRS Form 8038 Net Interest Cost 2.7301066% Weighted Average Maturity 16.577 Years 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM Registered •I " dvisor i Texas Securities - - �- Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Pricing Summary Maturity Maturity Type of Bond Coupon Yield Value Price Dollar Price 02/15/2014 Serial Coupon 0.400% 0.400% 185,000.00 100.000% 185,000.00 02/15/2015 Serial Coupon 0.500% 0.500% 260,000.00 100.000% 260,000.00 02/15/2016 Serial Coupon 0.700% 0.700% 260,000.00 100.000% 260,000.00 02/15/2017 Serial Coupon 0.900% 0.900% 265,000.00 100.000% 265,000.00 02/15/2018 Serial Coupon 1.100% 1.100% 265,000.00 100.000% 265,000.00 02/15/2019 Serial Coupon 1.300% 1.300% 265,000.00 100.000% 265,000.00 02/15/2020 Serial Coupon 1.500% 1.500% 270,000.00 100.000% 270,000.00 02/15/2021 Serial Coupon 1.700% 1.700% 275,000.00 100.000% 275,000.00 02/15/2022 Serial Coupon 1.900% 1.900% 285,000.00 100.000% 285,000.00 02/15/2023 Serial Coupon 2.100% 2.100% 290,000.00 100.000% 290,000.00 02/15/2024 Serial Coupon 2.150% 2.150% 295,000.00 100.000% 295,000.00 02/15/2025 Serial Coupon 2.250% 2.250% 300,000.00 100.000% 300,000.00 02/15/2026 Serial Coupon 2.350% 2.350% 305,000.00 100.000% 305,000.00 02/15/2027 Serial Coupon 2.450% 2.450% 315,000.00 100.000% 315,000.00 02/15/2028 Serial Coupon 2.500% 2.500% 320,000.00 100.000% 320,000.00 02/15/2029 Serial Coupon 2.600% 2.600% 330,000.00 100.000% 330,000.00 02/15/2030 Serial Coupon 2.650% 2.650% 335,000.00 100.000% 335,000.00 02/15/2031 Serial Coupon 2.700% 2.700% 350,000.00 100.000% 350,000.00 02/15/2032 Serial Coupon 2.750% 2.750% 355,000.00 100.000% 355,000.00 02/15/2033 Serial Coupon 2.800% 2.800% 365,000.00 100.000% 365,000.00 02/15/2037 Term 1 Coupon 2.900% 2.900% 1,320,000.00 100.000% 1,320,000.00 02/15/2040 Term 2 Coupon 3.000% 3.000% 1,095,000.00 100.000% 1,095,000.00 02/15/2043 Term 3Coupon 3.100% 3.100% 1,195,000.00 100.000% 1,195,000.00 Total - $9,500,000.00 $9,500,000.00 Bid Information Par Amount of Bonds $9,500,000.00 Gross Production $9,500,000.00 Bid (100.000 %) 9,500,000.00 Total Purchase Price $9,500,000.00 Bond Year Dollars $157,480.56 Average Life 16.577 Years Average Coupon 2.7301066% Net Interest Cost (NIC) 2.7301066% True Interest Cost (TIC) 2.6907613% 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 3 -`4 ),e.s, t lake Town Council TYPE OF ACTION Workshop - Discussion Item Westlake Town Council Meeting Monday, January 28, 2013 of War TOPIC: Discussion of Zoning Change Application Z- 10 -01 -12 (Westlake Vellecito) and Zoning Change Application Z- 10 -02 -12 (Granada) STAFF CONTACT: Tom Brymer, Town Manager DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 N/A Funding: Amount — N/A Status - MN /A Source - N/A Decision Alignment -' Strategy Map or VVM Connection @ Strategic Issue Connection Page I of 3 VVM Perspective Desired Outcome Sense of Place Customer Focus CF.Enhance and Maintain a Sense Community of Outcome Strategic Issue Staff Action Strategy N/A N/A N/A -' Strategy Map or VVM Connection @ Strategic Issue Connection Page I of 3 EXECUTIVE SUMMARY This workshop agenda item provides the Town Council with an additional opportunity to review, discuss, and ask questions regarding the staff report, proposed ordinances, and related documents pertaining to these two (2) zoning change applications. Over the past few months, the Planning & Zoning Commission (P &Z) and the Town Council have participated in discussions as well as heard from interested residents as it relates to the proposed projects. A meeting was held on December 10, 2012, where the P &Z reviewed the two (2) zoning change requests, with the items under consideration being tabled until the next P &Z meeting on January 22, 2013. The Town Council continued the public hearing and tabled consideration of these requests until today's workshop discussion. The requests are as follows: Zoning Change Request Z- 10 -01 -12 (Westlake Vallecito): The Applicant is Jeffory D. Blackard, the Owner is Maguire Partners- Solana Land, LP (Mehrdad Moayedi), and the Developer is Centurion American Development Group. Subject property is an approximately 85 acre tract generally located at the northeast corner of FM 1938 and Solana Boulevard. A mixed - use planned development is proposed that will blend a wide range of various uses (offices, governmental, retail, restaurants, business services, medical services, establishments, conference center type meeting space, single family residential detached homes, villas, as well as multi- family uses (condominiums and flats) using a design for a European style (Spanish) village tentatively named Westlake Vallecito. Applicant advises that estimated value of improvements on this tract per these proposed uses will be approximately $500,000,000. Zoning Change Request Z- 10- 02 -12: The Owner is Maguire Partners - Solana Land, LP (Mehrdad Moayedi). The Applicant and Developer is Centurion American. Subject property is an approximate 84 acre tract of land generally located at the northeast corner of FM1938 and Dove Road, extending north to Solana Blvd. Proposed use is single - family residential with approximately one (1) dwelling per acre gross density, minimum 21,952 square foot lots, and average lot size will be over 28,000 sq. ft (approx.). Note: the Applicant has been in the process of revising their application on this request since December 10th. This is an increase in the minimum lot size as well as in the proposed average lot size from the Dec. 10th meeting. During a special called Town Council workshop session held on January 7, 2013, the applicant appeared and discussed proposed changes to the concept plans and zoning requests. At this time, Mr. Moayedi and Mr. Blackard answered detailed questions from council members as to the changes, the residential design standards, neighborhood layout, and external architectural features of the proposed residential development, commonly known as Granada. Further discussion was held regarding Vallecito where Council explored topics related to funding of the project, infrastructure components, composition of the commercial elements, and the mixed use concept for multi - family or homes within the project. The applicants also advised Council that they would continue to attend the private residential meetings in our community to help them understand the concerns of the residents. Both zoning change request were heard at a Planning & Zoning Commission meeting held on January 22, 2013, at which time the applicant asked to table request number Z- 10 -01 -12 ( Vallecito) during the workshop session. The request was reiterated during the regular meeting with limited discussion by the applicant. Page 2 of 3 Application number Z- 10 -02 -12 (Granada) was further reviewed by the applicant during the workshop and again at the regular P &Z meeting. Discussion ensued by the applicant, the Commission members, and the residents on topics ranging from the density of the project, anticipated home prices, developer choice, etc. This item was tabled and continued to the next P &Z meeting based on a motion of the Commission. ORGANIZATIONAL HISTORY/RECOMMENDATION OT ATTACHMENTS Please see individual agenda items for the Regular Meeting Page 3 of 3 Town of Westlake Item #5 Council Recap / Staff Direction COUNCIL RECAP / STAFF DIRECTION Town of Westlake Item # 6 — Workshop Adjournment Back up material has not been provided for this item. Town of Westlake Item # 2 — Citizen's Presentations and recognitions CITIZEN PRESENTATIONS AND RECOGNITIONS: This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. The Council cannot by law take action nor have any discussion or deliberations on any presentation made to the Council at this time concerning an item not listed on the agenda. The Council will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. Town of Westlake Item # 3 - Consent Agenda Items CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council 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. Consider approval of the minutes from the meeting held on December 10, 2012. b. Consider approval of the minutes from the meeting held on January 7, 2013. c. Consider approval of Ordinance 694, Calling the May 11, 2013, General Election. (Considere aprobac6n de Ordenanza 694, Llamando el 11 de mayo de 2013, la Elecd6n general) d. Consider approval of Ordinance 695, Calling the May 11, 2013, Special Election. (Considere aprobacion de Ordenanza 695, Llamando el 11 de mayo de 2013, la Elecd6n special) e. Consider approval of Resolution 13 -01, Awarding the bid for Automated Ambulance Billing and Accounts Receivable Services to Emergicon, L.L.C. f. Consider approval of Ordinance 696, Amending Chapter 78 titled 'Streets, Sidewalks and Other Public Places" Article I "In General" by renaming Article I and adding Section 78 -1, Providing for Public Park Hours. MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING December 10, 2012 PRESENT: Mayor Laura Wheat and Council Members, Michael Barrett, Clif Cox, Carol Langdon, David Levitan and Rick Rennhack. ABSENT: OTHERS PRESENT: Workshop Sessi 1. CALL TO ORDEI Mavor Wheat did Town Manager Tom Brymer, Town Secretary Kelly Edwards, Assistant to the Town Manager Amanda DeGan, Town Attorney Stan Lowry, Finance Director Debbie Piper, Planning and Development Director Eddie Edwards, Facilities and Recreation Director Troy Meyer, Communications & Community Affairs Director Ginger Awtry, Public Works Director Jarrod Greenwood, Fire Chief Richard Whitten and Management Intern Alora 2. EXECUTIVE SESSION The Council did not convene into executive session. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.087: Deliberation Regarding Economic Development Negotiations — to deliberate the offer of a financial or other incentive to a business prospect. b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated Town Council Minutes 12/10/12 Page 1 of 6 litigation and settlement offers include but are not limited to the following: Michael Eaton vs. Town of Westlake 3. RECONVENE MEETING 4. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. S. ADJOURNMENT Regular Session 1. CALL TO ORDER Mayor Wheat called the meeting to 8:38 p.n 2. PLEDGE OF ALLEGIANCE Mayor Wheat led the pledge of allegiance to the United States and Texas flags. 3. CITIZEN PRESENTATIONS AND RECOGNITIONS Mayor Wheat stated that the Council could have proceeded better with the notification and presentation of these projects. Mayor Wheat also expressed her apologies that the residents felt as if they have been excluded from the development. 4. CONSENT AGENDA a. Consider approval of the minutes from the meeting held on November 12, 2012. b. Consider Resolution 12 -38, Authorizing the Town Manager to execute an Interlocal Agreement with the City of Roanoke and Town of Trophy Club regarding State Highways 114 and 170 interchange improvements. c. Consider Resolution 12 -39, Agreement with TxDOT for painting of Hwy 170 / Hwy 114 interchange. d. Consider Resolution 12 -40, Providing for Legislative Agenda Guidelines and Statements of Support Relative to the 83rd Legislative Session. MOTION: Council Member Langdon made a motion to approve the consent agenda. Council Member Barrett seconded the motion. The motion carried by a vote of 5 -0. Town Council Minutes 12/10/12 Page 2 of 6 5. PUBLIC HEARING AND CONSIDERATION ORDINANCE 689, TO AMEND THE COMPREHENSIVE PLAN CREATING A GAS TRANSMISSION LINE CORRIDOR. Town Manager Brymer provided an overview of the ordinance. Mayor Wheat opened the public hearing. Mr. Joe Schenider, Hillwood Properties, 13600 Heritage Parkway, stated his concerns regarding the other utilities which are located in the same fifty (50) foot area of the proposed corridor. Mayor Wheat closed the public hearing. MOTION: Council Member Rennhack made a motion to approve Ordinance 689. Council Member Barrett seconded the motion. The motion carried by a vote of 5 -0. 6. PRESENTATION, DISCUSSION, AND PUBLIC HEARING REGARDING ORDINANCE 690, TO AMENDING THE COMPREHENSIVE PLAN "LAND USE MAP". NO COUNCIL ACTION WILL BE TAKEN ON THIS ITEM. —� Town Manager Brymer provided an overview of the proposed amendment. Mayor Wheat opened the public hearinc No one addressed the Council., a Mayor Wheat closed the public hearing. MOTION: Council Member Levitan made a motion to table Ordinance 690 and continue the public hearing on January 28, 2013. Council 4 Member Barrett seconded the motion. The motion carried by a vote of 5 -0. 7. PRESENTATION, DISCUSSION, AND PUBLIC HEARING REGARDING ORDINANCE 691, AMENDING THE PD1 ZONING DISTRICT BY CREATING THREE PLANNING AREAS, PD1 -1, P1131 -2, AND P1131 -3 AND AMENDING THE MINIMUM LOT SIZE AND SETBACKS FOR EXISTING BUILDINGS TO FACILITATE THE RE- PLATTING OF LOTS TO ACCOMMODATE INDIVIDUAL OWNERSHIP OF BUILDINGS AND PROPERTY WITHIN THE EXISTING OFFICE PARK. NO COUNCIL ACTION WILL BE TAKEN ON THIS ITEM. Town Manager Brymer provided an overview of the proposed amendment that will create three (3) individual planning areas which will allow the Town Council to amend permitted uses and development regulations within each planning area. Town Council Minutes 12/10/12 Page 3 of 6 Mayor Wheat opened the public hearing. No one addressed the Council. Mayor Wheat closed the public hearing. MOTION: Council Member Cox made a motion to table Ordinance 691 and continue the public hearing on January 7, 2013. Council Member Langdon seconded the motion. The motion carried by a vote of 5 -0. 8. PRESENTATION, DISCUSSION, AND PUBLIC HEARING REGARDING ORDINANCE 692 FOR APPROVAL OF AN ORDINANCE AMENDING THE PERMITTED USES AND DEVELOPMENT REGULATIONS OF PLANNING DISTRICT 1 -2 (PD1 -2) INCLUDING DEVELOPMENT GUIDELINES, DESIGN STANDARDS, ROADWAY DESIGN STANDARDS, RESIDENTIAL DEVELOPMENT STANDARDS, SIGNAGE STANDARDS, AND THE CONCEPT PLAN WITH PHASING IDENTIFIED FOR P1131 -2 TO ALLOW FOR A MIXED USE "VILLAGE" PLANNED DEVELOPMENT ON AN 85 ACRE (APPROX.) TRACT LOCATED AT THE NORTHEAST CORNER OF FM 1938 (DAVIS BLVD) AND SOLANA BOULEVARD. NO COUNCIL ACTION WILL BE TAKEN ON THIS ITEM. I" Mayor Wheat opened the public hearing for both items 8 and 9 of the agenda. Mrs. BeAnn Arthur, 1755 West Dove Road, expressed her appreciate for staff's time, and thanked the Council for postponing the vote. Mr. Michael Pacillio, 2209 Vaquero Estates Blvd, stated while they moved to Westlake for the lifestyle he realizes that development will happen within the Town. He provided an overview of information regarding the history and current zoning regulations on the properties which have requested rezoning. Mr. Bert Schultz, 2214 Cedar Elm Terrace, provided suggestions on mechanisms to share info questions and additional information with residents. Mr. Wayne Stoltenberg, thanked residents for contributing to the Westlake Academy Foundation and acknowledges that the zoning changes would impact student enrollment. Mayor stated that Board of Trustees is continuing to explore options to expand the Academy for student growth and that the Council is negotiating separate development agreements which would benefit Westlake Academy. Mayor Wheat closed the public hearing for both items 8 and 9 of the agenda. MOTION: Council Member Langdon made a motion to table Ordinance 692 and continue the public hearing on January 28, 2013. Council Member Barrett seconded the motion. The motion carried by a vote of 5 -0. Town Council Minutes 12/10/12 Page 4 of 6 9. PRESENTATION, DISCUSSION, AND PUBLIC HEARING REGARDING ORDINANCE 693, FOR APPROVAL OF AN ORDINANCE AMENDING THE PERMITTED USES AND DEVELOPMENT REGULATIONS OF PLANNING DISTRICT 1 -3 (PD1 -3) INCLUDING PERMITTED USE REGULATIONS AND RESIDENTIAL DEVELOPMENT STANDARDS INCLUDING HEIGHT, LOT SIZE, BUILDING LINES, BUILDING DESIGN, MINIMUM FLOOR AREA, LANDSCAPING, DRAINAGE, CONCEPT PLAN, AND OTHER DEVELOPMENT STANDARDS FOR SAID PD1 -3 TO ALLOW FOR A SINGLE - FAMILY RESIDENTIAL DEVELOPMENT ON AN 84 ACRE (APPROX.) TRACT LOCATED AT THE NORTHEAST CORNER OF FM 1938 (DAVIS BLVD) AND DOVE ROAD. NO COUNCIL ACTION WILL BE TAKEN ON THIS ITEM. MOTION: Council Member Barrett made a motion to table Ordinance 693 and continue the public hearing on January 28, 2013. Council Member Langdon seconded the motion. The motion carried by a vote of 5 -0. 10. EXECUTIVE SESSION ...&, Ar The Council did not convene into executive session. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.087: Deliberation Regarding Economic Development Negotiations — to deliberate the offer of a financial or other incentive to a business prospect. b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or 44 contemplated litigation and settlement offers include but are not limited to the following: Michael Eaton vs. Town of Westlake 11. RECONVENE MEETING 12. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 13. FUTURE AGENDA ITEMS - None 14. STRATEGIC ISSUES CALENDAR 15. COUNCIL CALENDAR Town Council Minutes 12/10/12 Page 5 of 6 16. ADJOURNMENT There being no further business before the Council, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Rennhack made a motion to adjourn the meeting. Council Member Langdon seconded the motion. The motion carried by a vote of 5 -0. Mayor Wheat adjourned the meeting at 9:29 p.m. APPROVED BY THE TOWN COUNCIL ON JANUARY 28, 2012. ATTEST: ura Wheat, Mayor Kelly Edwards, Town Secretary Town Council Minutes 12/10/12 Page 6 of 6 MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING January 7, 2013 PRESENT: Mayor Laura Wheat and Council Members, Michael Barrett, Clif Cox, Carol Langdon, and David Levitan. ABSENT: Rick Rennhack OTHERS PRESENT: Town Manager Tom Brymer, Town Secretary Kelly Edwards, Assistant to the Town Manager Amanda DeGan, Town Attorney Stan Lowry, Finance Director Debbie Piper, Planning and Development Director Eddie Edwards, Facilities and Recreation Director Troy Meyer, Public Works Director Jarrod Greenwood, Fire Chief Richard Whitten and Management Intern Alora Wachholz. Special Session 1. CALL TO ORDER Mayor Wheat called the meeting to 5:36 p.m. 2. CITIZEN PRESENTATIONS AND RECOGNITIONS No one addressed the Council at this time. 3. CONTINUE THE PUBLIC HEARING AND CONSIDERATION ORDINANCE 691, AMENDING THE PD1 ZONING DISTRICT BY CREATING THREE PLANNING AREAS, P1131 -1, P1131 -2, AND PD1 -3 AND AMENDING THE MINIMUM LOT SIZE AND SETBACKS FOR EXISTING BUILDINGS TO FACILITATE THE RE- PLATTING OF LOTS TO ACCOMMODATE INDIVIDUAL OWNERSHIP OF BUILDINGS AND PROPERTY WITHIN THE EXISTING OFFICE PARK. Town Council Minutes 01/07/13 Page 1 of 4 Director Edwards provided a presentation and overview of the creation of multiple planning areas in Planned Development 1 (PD -1). Mayor Wheat opened the public hearing. Scott Bradley, 1 Paigebrooke, stated that he was under the impression that Council would not be approving this ordinance until 1/28/13. He also spoke in opposition of the ordinance dividing Planned Development 1 (PD -1). Mayor Wheat clarified that we were only discussing the ordinance dividing PD -1 and that they were not discussing either of the Zoning cases heard in December. Brian Summers, 2417 Vista Point Drive, Plano, as the receiver for Maguire Partners of the property provided an update regarding the rational of dividing Planned Development 1 (PD -1) which would allow current tenants of existing buildings the option to purchase the building and reinvest in the property keeping them in Westlake. Andrew Kuster, 1803 Shady Grove Court, was not aware that this item had been postponed until this day. Council Member Langdon made a motion to close the public hearing. Council Member Barrett seconded the motion. Mayor Wheat closed the public hearing. MOTION: Council Member Cox made a motion to approve Ordinance 691. Council Member Barrett seconded the motion. The motion carried by a vote of 4 -0. 4. ADJOURNMENT There being no further business before the Council, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Langdon made a motion to adjourn the meeting. Council Member Levitan seconded the motion. The motion carried by a vote of 4 -0. Mayor Wheat adjourned the meeting at 5:54 p.m. Workshop Session 1. CALL TO ORDER Mayor Wheat called the work session to order at 6:05 p.m. Town Council Minutes 01/07/13 Page 2 of 4 2. DISCUSSION OF ZONING CHANGE APPLICATION Z- 10 -01 -12 (WESTLAKE VALLECITO) AND ZONING CHANGE APPLICATION Z- 10 -02 -12 (GRANADA). Town Manager Brymer provided a presentation and overview of zoning application Z -10- 01-12, Granada. Mr. Mehrad Moayedi provided an overview of the proposed Granada development including revisions which have been made since the December 10, 2012, meeting. Those revisions include increasing the lot sizes to an average of 39,000 square feet, relocating the pond outside the development, moving the entrance of the subdivision to Solana Boulevard, requiring all home to have the minimum of a three (3) car garage, and establishing the minimum square footage of 3,000 for one (1) story homes and 4,000 square feet for two (2) story homes. Discussion ensued regarding the revisions of the proposed subdivision, the minimum square footage of each home, architecture requirements for homes including the front and rear yards views, the increase of several lot sizes, the use of one homebuilder in the subdivision, the average lot price, average home price, possible impact to the academy, development schedule, the quality of the finished products, and the relationship of Granada and Vallecito. Town Manager Brymer and Mr. Jeff Blackard addressed the Council's questions and concerns regarding the proposed Vallecito development. Discussion also ensued regarding the potential financing of the development, the development phasing plan, a possible Public Improvement District, and possible impacts to the academy. 3. EXECUTIVE SESSION The Council convened into executive session at 8:19 p.m. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: Section 551.087: Deliberation Regarding Economic Development Negotiations — to deliberate the offer of a financial or other incentive to a business prospect. b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. c. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated Town Council Minutes 01/07/13 Page 3 of 4 litigation and settlement offers include but are not limited to the following: Michael Eaton vs. Town of Westlake. 4. RECONVENE MEETING Mayor Wheat reconvened the meeting at 9:38 p.m. S. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. No action taken. 6. ADJOURNMENT Mayor Wheat adjourned the work session at 9:38 p.m. APPROVED BY THE TOWN COUNCIL ON JANUARY 28, 2013. ATTEST: Laura Wheat, Mayor Kelly Edwards, Town Secretary Town Council Minutes 01/07/13 Page 4 of 4 � 9-es, tlake �W�T{ Town Council TYPE OF ACTION Regular Meeting -Consent Westlake Town Council Meeting Monday, January 28, 2013 Topic: Consider approval of Ordinance Calling the May 11, 2013, General Election. STAFF CONTACT: Kelly Edwards, Town Secretary DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 May 11, 2013 Funding: Amount- $8,000 Status- ®Funded Source- General Fund The amount may fluctuate based on the number of entities that conduct a joint election with the County. Decision Alignment Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome CF.Promote Best Practice Policy Sense of Place Customer Focus Governance Outcome Strategic Issue Staff Action Strategy N/A N/A N/A Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY The Texas Election Code §3.004, requires the governing body of a political subdivision to order a general election for the purpose of electing three (3) Council Members. As outlined in the order, the term of office for the elected officials is two (2) years. (expiring May 2015.) Three (3) Council terms expire May 2013. Those terms represent Council Members Langdon, Rennhack and Levitan seats. ORGANIZATIONAL HISTORY/RECOMMENDATION Staff recommends we enter into a contract with both Denton and Tarrant County and voters would be able to visit a single site to cast ballots in both the Town and Carroll or Keller ISD election. In this scenario, Tarrant Co. would process the Tarrant Co. voters and Denton Co. would process Denton Co. voters. The number of Denton County registered voters is (5) five. ATTACHMENTS Ordinance Page 2 of 2 TOWN OF WESTLAKE ORDINANCE NO. 694 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, CALLING AND ORDERING AN ELECTION FOR THE PURPOSE OF ELECTING THREE (3) COUNCIL MEMBERS TO BE HELD ON MAY 11, 2013, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 23.023, TEXAS LOCAL GOVERNMENT CODE; ESTABLISHING PROCEDURES FOR THE ELECTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the general election for the Town of Westlake as set forth by the Texas Election Code, is required to be held on May 11, 2013, for the purpose of election a Mayor and two (2) Council Members for two (2) year terms; and WHEREAS, in accordance with Section 271.002 of the Texas Election Code, the Town of Westlake election will be conducted jointly with other political subdivisions in Tarrant and Denton counties. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, THAT: SECTION 1: Election Order for General Election. That an election is hereby ordered to be held on the 1 Ith day of May 2013, the second Saturday of that month, for the purpose of electing three (3) Council Members for two (2) year terms, in accordance with Section 23.023 of the Texas Local Government Code. SECTION 2: Polling Place. The polling places and the county elections precincts whose qualified voters shall cast ballots at such location as determined per the Joint Election Agreement and Contract for Elections Services with the Tarrant and Denton County Election Administrators.: The polls shall be open from 7:00 a.m. to 7:00 p.m. on May 11, 2013, in accordance with and pursuant to the requirements of the Texas Election Code (the "Code "). SECTION 3: Filing Dates. In accordance with Section 143.007 of the Code, eligible persons wishing to become candidates must file an appplication with the Town Secretary of the Town of Westlake, Texas, beginning on January 30t through the 1st day of March 2013 until 5:00 o'clock p.m. Each application shall be on a form meeting the requirements of the Code. SECTION 4: Combined Ballots. Combined ballots may be utilized containing all of the offices and propositions to be voted on at each polling place, provided that no voter shall be given a ballot or permitted to vote for any office or proposition on which the voter is ineligible to vote. The County's voting equipment will be utilized for this election. Ordinance 694 Page 1 of 4 SECTION 5: Early Voting. Early Voting by personal appearance shall be conducted at the County's Main Early Voting location; Residents living in Tarrant County Tarrant County Elections Center 2700 Premier Street Fort Worth, Texas 76111 Residents living in Denton County Denton County Elections 701 Kimberly Drive Denton, Texas 76208 and branch offices for early voting by personal appearance shall be established as outlined in the Election Agreement and Contract for Election Services with Tarrant and Denton County. Steve Raborn, Tarrant County Elections Administrator and Frank Phillips, Denton County Election Administrator, are hereby appointed as the Early Voting Clerk and can appoint the necessary deputy clerks as required for early voting. In accordance with Section 85.001 of the Texas Election Code, early voting by personal appearance shall be as set forth below: Tarrant County Early Voting April 29 -30 (Monday & Tuesday) 8:00 a.m. - 5:00 p.m. May 1 -3 (Wednesday — Friday) 8:00 a.m. — 5:00 p.m. May 4 (Saturday) 7:00 a.m. — 7:00 p.m. May 5 (Sunday) 11:00 a.m. — 4:00 p.m. May 6 -7 (Monday — Tuesday) 7:00 a.m. — 7:00 p.m. Denton County Early Voting April 29 — May 4 (Monday — Saturday) 8:00 a.m. — 5:00 p.m. May 6 -7 (Monday and Tuesday) 7:00 a.m. — 7:00 p.m. Applications for ballots by mail must be received no later than the close of business on Friday, April 26, 2013. SECTION 6: Notice. Notice of said elections shall be given as required by the Texas Election Code. Ordinance 694 Page 2 of 4 SECTION 7: Election Officials. The election judge, alternate election judge, and ballot board will be appointed by the Tarrant and Denton County Elections Administrator, as permitted by law. The presiding judge shall appoint elections clerks as may be necessary for the proper conduct of the election. The election judge, or the alternate election judge in the absence of the election judge, and the election clerks shall constitute the early voting ballot board. The election judge, and alternate election judge, and election clerks shall be qualified voters of the Town. SECTION 8: Election Results. That the three (3) candidates for Council who receive the highest number of votes shall be elected to two (2) year terms; The Mayor shall deliver a certificate of election to the successful candidates. If two (2) or more candidates tie with the same number of votes so that one or more of the tied candidates would not be elected, the Town shall follow procedures pursuant to the requirements of the Texas Election Code. SECTION 9: Governing Law. The election shall be held in accordance with the Constitution of the State of Texas and the Texas Election Code, and all resident qualified voters of the Town shall be eligible to vote at the election. SECTION 10: Submission to the United States Justice Department. The Town Secretary of the Town of Westlake, Texas, or the Town Attorney, is authorized to make such submissions as are necessary to the United States Justice Department to seek pre - clearance as required by law. SECTION 11: Necessary Actions. The Mayor and the Town Secretary, in consultation with the Town Attorney, are authorized and directed to take all actions necessary to comply with the provisions of the Texas Election Code, and the Town Code in carrying out and conducting the election, whether or not expressly authorized by this Order. SECTION 12: Severability Clause. It is hereby declared to be the intention of the Town Council that the sections, paragraphs, sentences, clauses and phrases of this order are severable and if any phrase, clause, sentence, paragraph, or section shall be declared invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this order, since the same would have been enacted by the Town Council without the incorporation in this order of any such invalid or unconstitutional phrase, clause, sentence, paragraph or section. Ordinance 694 Page 3 of 4 SECTION 13: Effective Date. This order shall be effective upon its adoption. PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 28th DAY OF JANUARY 2013. ATTEST: Laura Wheat, Mayor Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Ordinance 694 Page 4 of 4 � 9-es, tlake �W�T{ Town Council TYPE OF ACTION Regular Meeting -Consent Westlake Town Council Meeting Monday, January 28, 2013 Topic: Consider approval of Ordinance Calling the May 11, 2013, Special Election. STAFF CONTACT: Kelly Edwards, Town Secretary DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 May 11, 2013 Funding: Amount- $8,000 Status- ®Funded Source- General Fund The amount may fluctuate based on the number of entities that conduct a joint election with the County. Decision Alignment Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome CF.Promote Best Practice Policy Sense of Place Customer Focus Governance Outcome Strategic Issue Staff Action Strategy N/A N/A N/A Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY The Texas Election Code §3.004, requires the governing body of a political subdivision to order a special election for the purpose of electing one (1) Council Member for a one (1) year unexpired term. As outlined in the order, the term of office for the elected official is one (1) year. (expiring May 2014.) This one (1) year term represents Council Member Barrett current seat. ORGANIZATIONAL HISTORY /RECOMMENDATION Staff recommends we enter into a contract with both Denton and Tarrant County and voters would be able to visit a single site to cast ballots in both the Town and Carroll or Keller ISD election. In this scenario, Tarrant Co. would process the Tarrant Co. voters and Denton Co. would process Denton Co. voters. The number of Denton County registered voters is (5) five. ATTACHMENTS Ordinance Page 2 of 2 TOWN OF WESTLAKE ORDINANCE NO. 695 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, CALLING AND ORDERING A SPECIAL ELECTION FOR THE PURPOSE OF ELECTING ONE (1) COUNCIL MEMBER TO AN UNEXPIRED TERM TO BE HELD ON MAY 11, 2013, WITH THE PROVISIONS OF SECTION 23.023, TEXAS LOCAL GOVERNMENT CODE; ESTABLISHING PROCEDURES FOR THE ELECTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the general election for the Town of Westlake as set forth by the Texas Election Code, is required to be held on May 11, 2013, for the purpose of electing one (1) Council Member to an unexpired term, in accordance; and WHEREAS, in accordance with Section 271.002 of the Texas Election Code, the Town of Westlake election will be conducted jointly with other political subdivisions in Tarrant and Denton counties. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, THAT: SECTION 1: Election Order for General Election. That an election is hereby ordered to be held on the 11th day of May 2013, the second Saturday of that month, for the purpose of electing one (1) Council Member to an unexpired term, in accordance with Section 23.023 of the Texas Local Government Code. SECTION 2: Polling Place. The polling places and the county elections precincts whose qualified voters shall cast ballots at such location as determined per the Joint Election Agreement and Contract for Elections Services with the Tarrant and Denton County Election Administrators: The polls shall be open from 7:00 a.m. to 7:00 p.m. on May 11, 2013, in accordance with and pursuant to the requirements of the Texas Election Code (the "Code "). SECTION 3: Filing Dates. In accordance with Section 143.007 of the Code, eligible persons wishing to become candidates must file an application with the Town Secretary of the Town of Westlake, Texas, beginning on February 9th through the 11th day of March 2013 until 5:00 o'clock p.m. Each application shall be on a form meeting the requirements of the Code. SECTION 4: Combined Ballots. Combined ballots may be utilized containing all of the offices and propositions to be voted on at each polling place, provided that no voter shall be given a ballot or permitted to vote for any office or proposition on which the voter is ineligible to vote. The County's voting equipment will be utilized for this election. Ordinance 695 Page 1 of 4 SECTION 5: Early Voting. Early Voting by personal appearance shall be conducted at the County's Main Early Voting location; Residents living in Tarrant County Tarrant County Elections Center 2700 Premier Street Fort Worth, Texas 76111 Residents living in Denton County Denton County Elections 701 Kimberly Drive Denton, Texas 76208 and branch offices for early voting by personal appearance shall be established as outlined in the Election Agreement and Contract for Election Services with Tarrant and Denton County. Steve Raborn, Tarrant County Elections Administrator and Frank Phillips, Denton County Election Administrator, are hereby appointed as the Early Voting Clerk and can appoint the necessary deputy clerks as required for early voting. In accordance with Section 85.001 of the Texas Election Code, early voting by personal appearance shall be as set forth below: Tarrant County Early Voting April 29 -30 (Monday & Tuesday) 8:00 a.m. - 5:00 p.m. May 1 -3 (Wednesday — Friday) 8:00 a.m. — 5:00 p.m. May 4 (Saturday) 7:00 a.m. — 7:00 p.m. May 5 (Sunday) 11:00 a.m. — 4:00 p.m. May 6 -7 (Monday — Tuesday) 7:00 a.m. — 7:00 p.m. Denton County Early Voting April 29 — May 4 (Monday — Saturday) 8:00 a.m. — 5:00 p.m. May 6 -7 (Monday and Tuesday) 7:00 a.m. — 7:00 p.m. Applications for ballots by mail must be received no later than the close of business on Friday, April 26, 2013. SECTION 6: Notice. Notice of said elections shall be given as required by the Texas Election Code. Ordinance 695 Page 2 of 4 SECTION 7: Election Officials. The election judge, alternate election judge, and ballot board will be appointed by the Tarrant and Denton County Elections Administrator, as permitted by law. The presiding judge shall appoint elections clerks as may be necessary for the proper conduct of the election. The election judge, or the alternate election judge in the absence of the election judge, and the election clerks shall constitute the early voting ballot board. The election judge, and alternate election judge, and election clerks shall be qualified voters of the Town. SECTION 8: Election Results. That the candidate for Council Member who receives the highest number of votes shall be elected to a one (1) year unexpired term; The Mayor shall deliver a certificate of election to the successful candidate. In the event of a tie, the tied candidates shall cast lots to determine which one shall be declared elected; and SECTION 9: Governing Law. The election shall be held in accordance with the Constitution of the State of Texas and the Texas Election Code, and all resident qualified voters of the Town shall be eligible to vote at the election. SECTION 10: Submission to the United States Justice Department. The Town Secretary of the Town of Westlake, Texas, or the Town Attorney, is authorized to make such submissions as are necessary to the United States Justice Department to seek pre - clearance as required by law. SECTION 11: Necessary Actions. The Mayor and the Town Secretary, in consultation with the Town Attorney, are authorized and directed to take all actions necessary to comply with the provisions of the Texas Election Code, and the Town Code in carrying out and conducting the election, whether or not expressly authorized by this Order. SECTION 12: Severability Clause. It is hereby declared to be the intention of the Town Council that the sections, paragraphs, sentences, clauses and phrases of this order are severable and if any phrase, clause, sentence, paragraph, or section shall be declared invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this order, since the same would have been enacted by the Town Council without the incorporation in this order of any such invalid or unconstitutional phrase, clause, sentence, paragraph or section. Ordinance 695 Page 3 of 4 SECTION 13: Effective Date. This order shall be effective upon its adoption. PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 28th DAY OF JANUARY 2013. ATTEST: Laura Wheat, Mayor Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Ordinance 695 Page 4 of 4 -`4 ),e.s, t lake Town Council TYPE OF ACTION Regular Meeting - Consent Westlake Town Council Meeting Monday, January 28, 2013 of wesT Topic: Consider approval of Resolution awarding the bid for Automated Ambulance Billing and Accounts Receivable Services. STAFF CONTACT: Richard Whitten, Fire Chief DECISION POINTS Start Date Completion Date Timeframe: 1/28/13 January 28, 2013 Renewable annual contract Funding: Amount- Equal to l l % of collection Status- ®Funded Fund Decision Alignment Source- General Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome Service Excellence Financial Stewardship FS.Sustain Fiscal Health Outcome AMR Strategic Issue Staff Action Strate 0, N/A N/A N/A Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY During FY 2012, a performance history evaluation of the current EMS billing service provider was conducted. It was determined that the performance level no longer met expectations and the process to find another service provider was initiated. A lengthy process of researching possible vendors, billing processes, patient reporting software, and rugged field computers was conducted. Intermedix, Inc. is the current EMS billing vendor for the Town. The current fee for services is 12% and does not include field computers for patient care reporting. Given Intermedix past performance record, it is recommended that the Town terminates the agreement with Intermedix, Inc. The Town may terminate without cause with a 90 day written notice as outlined in Article VIII "Termination of the Agreement" of the Service Agreement. ORGANIZATIONAL HISTORY/RECOMMENDATION Staff recommends entering into an agreement with Emergicon, LLC to provide Automated Ambulance Billing and Accounts Receivable Services as outlined in RFP FD- 12 -01. Emergicon met all specifications outlined in RFP FD- 12 -01. ATTACHMENTS Resolution, Exhibit A, EMS Billing RFP FD -12 -01 Report Page 2 of 2 TOWN OF WESTLAKE FIRE - EMS DEPARTMENT EMS %3 /LL /N4/' RF FT-1 -1z o1- REPoR -r TO TOWN MANAGER TOM 13RYMER Submitted by: Richard Whitten Fire Chief January 17, 2013 TABLE OF CONTENTS I. Introduction .................................................................................... .............................p. 3 II. Background ............................................................................... ............................p.3 III. The Process ............................................................................ .............................p. 4 IV. Proposal Evaluations ............................................ .............................p. 4 V. Conclusion ............................................................. ............................p.6 2�; I. INTRODUCTION This report details the results of the Request for Proposal (RFP# FD- 12 -01) for Automated Ambulance Billing and Accounts Receivable Services. After evaluating the Town's current contractor for this service, it was determined to seek another contractor to provide these services. Two vendors submitted proposals for the posted RFP. One vendor met the specifications of the RFP. One vendor did not meet the specifications. II. BACKGROUND During FY 2012, a performance history evaluation of the current EMS billing service provider was conducted. It was determined that the performance level no longer met expectations and the process to find another service provider was initiated. A lengthy process of researching possible vendors, billing processes, patient reporting software, and rugged field computers was conducted. Staff contacted other area fire departments gathering information and experiences about their service providers. There were several factors considered during the process. On July 26, 2006, the Town of Westlake entered into a Service Agreement with Intermedix, Inc. for EMS billing. The initial term of the Agreement was for a period of four (4) years. The Agreement continues after the initial Term for one -year periods. The fee for services is 12% and does not include any hardware (field computers). The Collection Rate with Intermedix began very high. In 2007, the first full year, the collection rate was 63 %. It has been at a steady decline since the first year. There was a peak in 2010 at 60 %. During 2011, the collection rate fell to 47 %. Again during 2012, the collections rate fell even further to 33 %. This equates to 614 dollars per transport on average. This is down from the previous year by 219 dollars per average transport. 2007 2008 2009 2010 2011 2012 Total Billed $263,826 $167,230 $175,367 $185,018 $264,007 $301,632 Total Collected $166,217 $97,221 $97,758 $112,026 $124,139 $100,169 Collection Rate 63% 58% 55% 60% 47% 33% Collection Rate In addition to collections decreasing, customer service declined as well. It became very difficult to communicate with Intermedix for general issues involving patient care reporting software. Getting issues resolved began taking an extended amount of time. After the evaluation process, we began moving forward on seeking another vendor for EMS billing services. 3 1 P a g c III. THE PROCESS Factors important for the new EMS billing vendor include, (1) a proven track record, (2) rugged field computers for electronic patient care reporting, and (3) user friendly, easy flow software for patient care reporting. It is important that the patient care reporting software be independent of the vendor billing software yet interface with computer aided dispatch (CAD) and the Department's cardiac monitors. The patient care reporting software and hardware will be bundled into the proposed EMS billing service package. EMS billing is unique. It is different than physician and hospital billing. EMS billing coding is completed after a patient has been transported to a hospital. Whereas with a physician or hospital coding is completed while a patient is still present. This makes billing for EMS more difficult and cannot completely rely on automated systems. Vendors who specialize in EMS billing generally have greater results than other billing vendors who may have limited experience in EMS billing. It is important that a vendor who specializes in EMS billing and has experience in Texas EMS billing laws is given greater consideration for the Town's EMS billing services. Staff reviewed several local agencies' billing vendors. Many agencies currently use Intermedix, the same vendor that the Town currently utilizes. Several of those agencies have expressed their decreased services as well. There are several vendors who may do EMS billing, however, there are few who specialize in EMS billing. The RFP was released on December 13, 2012. Advertisement dates were December 13 — 27, 2012. The deadline and opening of proposals was on December 28, 2012 at 2:00 p.m. Two (2) proposals were submitted. The proposals submitted were from EMS Management & Consultants, Inc., Winston Salem, North Carolina and Emergicon, L.L.C., Dallas, Texas. IV. PROPOSAL EVALUATIONS Evaluation Factors / Bid Tabulation Weighted Criteria EMS -MC Emergicon 30% Qualifications and Experience 30% 30% 20% Rates and expenses 0% 20% 20% Project design and methodology 15% 20% 15% Project time line 15% 15% 15% References 15% 15% Totals 75% 100% 4 1eagu EMS Management & Consultants, Inc. The proposal from EMS Management & Consultants, Inc. did not meet specifications. They proposed a fee of 7.2% with RFP required hardware and software. However, they stipulated a three (3) year contract. EMS /MC did not wish to submit a one year contract per the RFP. They related that with the upfront capital investment of hardware and software they needed a three year contract to recover their investment of approximately $13,000. As the Town embarks with a new vendor for EMS billing, staff felt that it was important to begin with a one year contract so that we do not get committed into a long term contract with a vendor that does not meet expectations. Anything longer than an initial one year contract without a proven track record could equate to a loss of several thousand dollars for the Town. A vendor should have the confidence in their services to enter into a one year contract that has an option of renewing based on performance and staff recommendation. Claims processing is a concern for staff. EMS/MC has a less than desired processing time line. With electronic data submission, quick processing of claims should be easily accomplished. However, EMS /MC related that they "prefer to receive the information several days after the patient is transported to the Emergency Department to ensure the most complete and accurate information for each patient ". With electronic submissions and hospital interfaces, it should not take several days to gather the needed information to process claims. Furthermore, EMS/MC relates that Medicare claims typically pays in 14 -17 days. They will not begin a follow -up until after 21 days of not receiving a payment. Staff is concerned that EMS/MC has a slow general processing time. EMS/MC relates that reports that lack certain patient information will be sent back to the Town and not processed until the Town provides more information. This is a concern for staff and may explain the proposed low fee. The Town is paying for an EMS billing service. It is expected that the EMS billing vendor will make every effort to obtain the information needed to process claims and not rely on the agency to perform the service that is being contracted. The references for EMS/MC was a concern for staff. EMS /MC has four clients in Texas. None of the references are agencies in the D/FW area. Emergicon, LLC The proposal from Emergicon met all specifications as outlined in the RFP. The proposed fee of 11% includes all required hardware and software as specified in the RFP. Emergicon was founded by Christopher Turner on October 1, 2006. Mr. Turner restructured the entire billing process while employed with Careflite increasing collections by more than six million dollars. Emergicon's staff has a combined fifty plus years in EMS billing experience. Emergicon is well versed in Texas EMS billing, Claims Recovery and Collections. 5 1 P a g e Emergicon begins the billing process immediately after runs are imported into the patient care reporting system. Emergicon initiates general follow -ups after 24 hours. Medicare follow -ups are initiated after 14 days. Emergicon has several clients around the D/FW area including Flower Mound, Mansfield, and Carrollton. V. CONCLUSION Intermedix, Inc. is the current EMS billing vendor for the Town. The current fee for services is 12% and does not include field computers for patient care reporting. Given Intermedix past performance record, it is recommended that the Town terminates the agreement with Intermedix, Inc. The Town may terminate without cause with a 90 day written notice as outlined in Article VIII "Termination of the Agreement" of the Service Agreement. Furthermore, staff recommends entering into an agreement with Emergicon, LLC to provide Automated Ambulance Billing and Accounts Receivable Services as outlined in RFP FD- 12 -01. Emergicon met all specifications outlined in RFP FD- 12 -01. 6 1 P a g e TOWN OF WESTLAKE RESOLUTION NO. 13 -01 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE A CONTRACT WITH EMERGICON, L.L.C. FOR AUTOMATED AMBULANCE BILLING AND ACCOUNTS RECEIVABLE SERVICES. WHEREAS, Westlake desires to provide proficient ambulance billing and accounts receivable services; and WHEREAS, the Town Council finds that the proposed service agreement provides sound financial stewardship consistent with goals and objectives within the adopted strategic plan; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: The Town Council of the Town of Westlake hereby approves the contract with Emergicon, L.L.C. for a fee eleven percent (I I%), for providing Automated Ambulance Billing and Accounts Receivable Services, attached as Exhibit "A ", and further authorizes the Town Manager to execute the agreement on behalf of the Town of Westlake, Texas. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 13 -01 Page 1 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 28TH DAY OF JANUARY 2013. ATTEST: Laura L. Wheat, Mayor Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 13 -01 Page 2 of 2 SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Agreement ") is made as of the first date written below (the "Effective Date ") by and between ESO SOLUTIONS, INC., a Texas corporation with its principal place of business at 9020 N Capital of Texas Hwy, Building II -300, Austin, Texas 78759 ( "ESO "), and Westlake Fire Dept., with its principal place of business at 3 Village Circle, Suite #202, Westlake, Texas 76262 ( "Customer "). RECITALS: WHEREAS, ESO is in the business of providing software services (the "Services ") to businesses and municipalities; and WHEREAS, Customer desires to obtain these Services from ESO, all upon the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the agreement made, and the payments to be made by Customer, the parties mutually agree to the following: 1. Services. ESO agrees to provide Customer the Services selected by Customer on Exhibit A attached hereto and incorporated by reference hereof. Customer agrees that Services purchased hereunder are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by ESO regarding future functionality or features. 2. Term. The Term of this Agreement shall commence on the Effective Date and shall terminate one year after the Effective Date. The Agreement shall automatically renew for successive renewal terms of one year, unless one party gives the other party written notice that the Agreement will not renew, at least thirty (30) days prior to the end of the current Term. 3. Subscription Fees, Invoices and Payment Terms. a. Subscription Fees. Customer has chosen to have Emergicon with its principal place of business at PO Box 180446, Dallas, Texas 75218 (`Billing Agent ") pay all or a portion of the ESO Subscription and/or One- time Fees on its behalf as indicated in Exhibit A. In the event that Billing Agent does not pay the Subscription and/or One -time Fees on behalf of Customer, and Customer chooses to continue receiving ESO Services, then Customer shall be responsible for any outstanding fees. The Subscription Fees are invoiced annually in advance. ESO may evaluate Customer's usage and adjust Customer's invoice based on changes in Customer usage as indicated in Exhibit A. b. Payment of Invoices. Customer shall pay the full amount of invoices within thirty (30) days of receipt (the "Due Date "). Customer is responsible for providing complete and accurate billing and contact information to ESO and to notify ESO of any changes to such information. c. Disputed Invoices. If Customer in good faith disputes a portion of an invoice, Customer shall remit to ESO, by the Due Date, full payment of the undisputed portion of the invoice. In addition, Customer must submit written documentation: (i) identifying the disputed amount, (ii) an explanation as to why the Customer believes this amount is incorrect, (iii) what the correct amount should be, and (iv) written evidence supporting Customer's claim. If Customer does not notify ESO of a disputed invoice by the Due Date, Customer shall have waived its right to dispute that invoice. Any disputed amounts determined by ESO to be payable shall be due within ten (10) days of such determination. 4. Termination. a. Termination by Customer for Cause. If ESO fails to perform a material obligation under this Agreement and does not remedy such failure within thirty (30) days following written notice from Customer ( "ESO Default "), Customer may terminate this Agreement without incurring further liability, except for the payment of all accrued but unpaid Subscription Fees. If ESO is unable to provide Service(s) for ninety (90) consecutive days due to a Force Majeure event as defined in Section 16a, Force Majeure, Customer may terminate the affected Service(s) without liability to ESO. b. Termination by ESO for Customer Default. ESO may terminate this Agreement with no further liability if (i) Customer fails to pay for Services as required by this Agreement and such failure remains uncorrected for five (5) days following written notice from ESO, or (ii) Customer fails to perform any other material obligation under this Agreement and does not remedy such failure within fifteen (15) days following written notice from ESO (collectively referred to as "Customer Default "). In the event of a Customer Default, ESO shall have the right to (i) terminate this Agreement; (ii) suspend all Services being provided to Customer; (iii) terminate the right to use the Software on the web and/or mobile devices; (iv) apply interest to the amount past due, at the rate of one and one -half percent (1' /z %) (or the maximum legal rate, if less) of the unpaid amount per month; (v) offset any amounts that are owed to Customer by ESO against the past due amount then owed to ESO; and/or (vi) take any action in connection with any other right or remedy ESO may have under this Agreement, at law or in equity. If ESO terminates this Agreement due to a Customer Default, Customer shall remain liable for all accrued Subscription Fees and other charges. In addition, Customer agrees to pay ESO's reasonable expenses (including attorney and collection fees) incurred in enforcing ESO's rights in the event of a Customer Default. 5. Delivery of Data upon Expiration or Termination of Agreement. If Customer requests its data within thirty (30) days of expiration of this Agreement, or the termination of this Agreement pursuant to Section 4a above, ESO shall deliver to Customer its data, in machine readable format, on DVD or CD, at Customer's option. Customer shall reimburse ESO for the cost of the media on which Customer's data is delivered to Customer. If Customer wants the data to be delivered in a medium other than DVD or CD, ESO shall make reasonable and good faith efforts to accommodate Customer, provided that Customer supplies the medium on which the data is to be provided and shall pay for any additional cost incurred by ESO in accommodating this request. 6. System Maintenance. In the event ESO determines that it is necessary to interrupt the Services or that there is a potential for Services to be interrupted for the performance of system maintenance, ESO will use good -faith efforts to notify Customer prior to the performance of such maintenance and will schedule such maintenance during non -peak hours (midnight to 6 a.m. Central Standard Time). In no event shall interruption of Services for system maintenance constitute a failure of performance by ESO. 7. Access to Internet. Customer has sole responsibility for obtaining, maintaining, and securing its connections to the Internet, and ESO makes no representations to Customer regarding the reliability, performance or security of any particular network or provider. 8. Mobile Software. If Customer elects to use ESO's mobile Software (the "Software "), the provisions of this Section shall apply. a. Use of Software. Subject to the terms, conditions and restrictions in this Agreement and in exchange for the Mobile Software Interface Fees and/or Subscription Fees, ESO hereby grants to Customer non- exclusive, world -wide, non - transferable rights, for the Term of this Agreement, to use and copy (for installation and backup purposes only) the Software to the units for which the Mobile Software Interface has been purchased. b. Ownership and Restrictions. This Agreement does not convey any rights of ownership in or title to the Software or any copies thereof. All right, title and interest in the Software and any copies or derivative works thereof shall remain the property of ESO. Customer will not: (i) disassemble, reverse engineer or modify the Software; (ii) allow any third party to use the Software; (iii) use the Software as a component in any product or service provided by Customer to a third party; (iv) transfer, sell, assign, or otherwise convey the Software; (v) remove any proprietary notices placed on or contained within the Software; or (vi) copy PA the Software except for backup purposes. Customer agrees to keep the Software free and clear of all claims, liens, and encumbrances. c. Mobile Software Interface Fee. The Mobile Software Interface Fee is non - refundable. The Software shall be deemed accepted upon delivery to Customer. Support and Updates. During the term of this Agreement, ESO shall provide to Customer the support services and will meet the service levels as set forth in Exhibit B attached hereto and incorporated hereof. ESO will also provide Updates to Customer, in accordance with Exhibit B. 10. Other Services. Upon request by Customer, ESO may provide services related to the Software other than the standard support described above at ESO's then - current labor rates. This may include on -site consultation, customization, and initial technical assistance and training for the purpose of installing the Software and training selected personnel on the use and support of the Software. ESO shall undertake reasonable efforts to accommodate any written request by Customer for such professional services. 11. Title. ESO hereby represents and warrants to Customer that ESO is the owner of the Software or otherwise has the right to grant to Customer the rights set forth in this Agreement. In the event of a breach or threatened breach of the foregoing representation and warranty, Customer's sole remedy shall be to require ESO to either: (i) procure, at ESO's expense, the right to use the Software, or (ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach. 12. Indemnification by Customer. Customer will defend and indemnify ESO from any and all claims brought against ESO by third parties and will hold ESO harmless from all corresponding losses incurred by ESO arising out of or related to (i) Customer's misuse of the Services and/or Software, (ii) any services provided by Customer to third parties, or (iii) Customer's negligence, inaction or omission in connection with the services it provides to third parties. 13. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES OR COST OF PURCHASING REPLACEMENT SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT. ADDITIONALLY, ESO SHALL NOT BE LIABLE TO CUSTOMER FOR ANY ACTUAL DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT THAT ESO HAS, PRIOR TO SUCH TIME, COLLECTED FROM CUSTOMER WITH RESPECT TO SERVICES DELIVERED HEREUNDER. FURTHERMORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, EITHER IN CONTRACT OR IN TORT, FOR PROTECTION FROM UNAUTHORIZED ACCESS OF CUSTOMER DATA OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER DATA FILES, PROGRAMS, PROCEDURE OR INFORMATION NOT CONTROLLED BY ESO, THROUGH ACCIDENT OR FRAUDULENT MEANS OR DEVICES. 14. Acknowledgements and Disclaimer of Warranties. Customer acknowledges that ESO cannot guarantee that there will never be any outages in ESO's network and that no credits shall be given in the event Customer's access to ESO's network is interrupted. UNLESS OTHERWISE SPECIFIED HEREIN, ESO MAKES NO WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE, OF ANY SERVICE OR SOFTWARE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER (INCLUDING WITHOUT LIMITATION THAT THERE WILL BE NO IMPAIRMENT OF DATA), ALL OF WHICH WARRANTIES BY ESO ARE HEREBY EXCLUDED AND DISCLAIMED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 15. Confidential Information. "Confidential Information" shall mean all information disclosed in writing by one parry to the other parry that is clearly marked "CONFIDENTIAL" or "PROPRIETARY" by the disclosing party at the time of disclosure or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (i) was already known by the receiving party free of any obligation to keep it confidential at the time of its disclosure; (ii) becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received from a third person without knowledge of any confidential obligation; (iv) is independently acquired or developed without violating any of the obligations under this Agreement; or (v) is approved for release by written authorization of the disclosing party. A recipient of Confidential Information shall not disclose the information to any person or entity except for the recipients and/or its employees, contractors and consultants who have a need to know such Confidential Information. The recipient may disclose Confidential Information pursuant to a judicial or governmental request, requirement or order; provided that the recipient shall take all reasonable steps to give prior notice to the disclosing party. Confidential Information shall not be disclosed to any third party without the prior written consent of the owner of the Confidential Information. The recipient shall use Confidential Information only for purposes of this Agreement and shall protect Confidential Information from disclosure using the same degree of care used to protect its own Confidential Information, but in no event less than a reasonable degree of care. Confidential Information shall remain the property of the disclosing party and shall be returned to the disclosing party or destroyed upon request of the disclosing party. Because monetary damages may be insufficient in the event of a breach or threatened breach of the foregoing provisions, the affected party may be entitled to seek an injunction or restraining order in addition to such other rights or remedies as may be available under this Agreement, at law or in equity, including but not limited to monetary damages. 16. General Provisions. a. Force Majeure. Neither party shall be liable to the other, nor deemed in default under this Agreement if and to the extent that such party's performance of this Agreement is delayed or prevented by reason of Force Majeure, which is defined to mean an event that is beyond the reasonable control of the affected party and occurs without such party's fault or negligence. b. Entire Agreement. This Agreement, including all exhibits, addenda and any Business Associate Agreement (as that term is used in the Health Insurance Portability and Accountability Act and related regulations) hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is asserted. c. Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to choice or conflict of law rules. d. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or a breach of this Agreement, shall be finally settled by arbitration in Austin, Texas, and shall be resolved under the laws of the State of Texas. The arbitration shall be conducted before a single arbitrator, who may be a private arbitrator, in accordance with the commercial rules and practices of the American Arbitration Association then in effect. Any award, order or judgment pursuant to such arbitration shall be deemed final and binding and may be enforced in any court of competent jurisdiction. The arbitrator may, as part of the arbitration award, permit the substantially prevailing party to recover all or part of its attorney's fees and other out -of- pocket costs incurred in connection with such arbitration. All arbitration proceedings shall be conducted on a confidential basis. rd e. No Press Releases without Consent. Neither party may use the other party's name or trademarks, nor issue any publicity or public statements concerning the other party or the existence or content of this Agreement, without the other party's prior written consent. Notwithstanding, Customer agrees that ESO may use Customer's name and logo in ESO sales presentations, without Customer's prior written consent, during the Term of this Agreement, but only for the purposes of identifying the Customer as a customer of ESO. Likewise, Customer may use ESO's name and logo to identify ESO as a vendor or provider for Customer. f. Aggregate Data Reporting_ Customer hereby grants ESO the right to collect data for aggregate reporting purposes, but in no event shall ESO disclose Protected Health Information ( "PHI ") unless permitted by law. Moreover, ESO will not identify Customer without Customer's consent. g. Compliance with Laws. Both parties shall comply with and give all notices required by all applicable federal, state and local laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of this Agreement. h. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. i. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given as of the date of delivery or confirmed facsimile or email transmission. Notices must be delivered or sent to the parties' respective addresses set forth above. k. Taxes. Unless otherwise required by law, Customer is responsible for and will remit (or will reimburse ESO for) all taxes of any kind, including sales, use, duty, customs, withholding, property, value- added, and other similar federal, state or local taxes (other than taxes based on ESO's income) assessed in connection with the Services and/or Software provided to Customer under this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the first written below. ESO SOLUTIONS, INC. By: Name: Chris Dillie Title: President /CEO Date: Telephone: 866.766.9471 x 1022 Email: chris.dillie @esosolutions.com CUSTOMER Name: Thomas E. Title: Town Manager Date: Telephone: Email: EXHIBIT A SOFTWARE FEE SCHEDULE Customer hereby selected the following ESO Services, at the fees indicated: Emergicon will provide the following products: • ESO ePCR Annual Subscription (1) • ESO Pro Mobile Application (2) • Cardiac Monitor Interface (1) • Billing Interface (1) • Onsite Training (1) • Training Travel Expense (1) rn EXHIBIT B SUPPORT SERVICES AND SERVICE LEVELS This Exhibit describes the software support services ( "Support Services ") that ESO will provide and the service levels that ESO will meet. 1. Definitions. Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in the Agreement. (a) "Customer Service Representative" shall be the person at ESO designated by ESO to receive notices of Errors encountered by Customer that Customer's Administrator has been unable to resolve. (b) "Error" means any failure of the Software to conform in any material respect with its published specifications. (c) "Error Correction" means a bug fix, patch, or other modification or addition that brings the Software into material conformity with its published performance specifications. (d) "Priority A Error" means an Error that renders the Software inoperable or causes a complete failure of the Software. (e) "Priority B Error" means an Error that substantially degrades the performance of the Software or materially restricts Customer's use of the Software. (f) "Priority C Error" means an Error that causes only a minor impact on Customer's use of the Software. (g) "Update" means any new commercially available or deployable version of the Software, which may include Error Corrections, enhancements or other modifications, issued by ESO from time to time to its Customers. (h) "Normal Business Hours" means 8:00 am to 5:00 pm Monday through Friday, Central Time Zone. 2. Customer Obligation s. Customer will provide at least one administrative employee (the "Administrator" or "Administrators ") who will handle all requests for first -level support from Customer's employees with respect to the Software. Such support is intended to be the "front line" for support and information about the Software to Customer's employees. ESO will provide training, documentation, and materials to the Administrators to enable the Administrators to provide technical support to Customer's employees. The Administrators will refer any Errors to ESO's Customer Service Representative that the Administrators cannot resolve, pursuant to Section 3 below; and the Administrators will assist ESO in gathering information to enable ESO to identify problems with respect to reported Errors. 3. Support Services. (a) Scope. As further described herein, the Support Services consist of: (i) Error Corrections that the Administrator is unable to resolve and (ii) periodic delivery of Error Corrections and Updates. The Support Services will be available to Customer during normal business hours, to the extent practicable. Priority A Errors encountered outside normal business hours may be communicated to the Customer Service Representative via telephone or email. Priority B and C Errors encountered outside normal business hours shall be communicated via email. (b) Procedure. (i) Report of Error. In reporting any Error, the Customer's Administrator will describe to ESO's Customer Service Representative the Error in reasonable detail and the circumstances under which the Error occurred or is occurring; the Administrator will initially classify the Error as a Priority A, B or C Error. ESO reserves the right to reclassify the Priority of the Error. (ii) Efforts Required. ESO shall exercise commercially reasonable efforts to correct any Error reported by the Administrator in accordance with the priority level assigned to such Error by the Administrator. Errors shall be communicated to ESO's Customer Service Representative after hours as indicated below, depending on the priority level of the Error. In the event of an Error, ESO will within the time periods set forth below, depending upon the priority level of the Error, commence verification of the Error; and, upon verification, will commence Error Correction. ESO will work diligently to verify the Error and, once an Error has been verified, and until an Error Correction has been provided to the Administrator, shall use 7 commercially reasonable, diligent efforts to provide a workaround for the Error as soon as reasonably practicable. ESO will provide the Administrator with periodic reports on the status of the Error Correction on the frequency as indicated below. Priority of Communicating Error to Time in Which ESO Frequency of Periodic Error ESO outside Normal Will Commence Status Reports Business Hours Verification Priority A Telephone or email Within 8 hours of Every 4 hours until notification resolved Priority B Email Within 1 business day Every 6 hours until of notification resolved Priority C Email Within two calendar Every week until resolved weeks of notification 4. ESO Server Administration. ESO is responsible for maintenance of Server hardware. Server administration includes: (a) Monitoring and Response (b) Service Availability Monitoring (c) Backups (d) Maintenance (i) Microsoft Patch Management (ii) Security patches to supported applications and related components (iii) Event Log Monitoring (iv) Log File Maintenance (v) Drive Space Monitoring (e) Security (f) Virus Definition & Prevention (g) Firewall N. EXHIBIT C BUSINESS ASSOCIATES AGREEMENT This Agreement (this "Agreement ") is made and entered into as of the contract execution date by and between ESO Solutions Inc., ( "Business Associate ") a State of Texas corporation, and Westlake Fire Dept. ( "Covered Entity "). WHEREAS, Business Associate acknowledges that Covered Entity has in its possession data that contains individual identifiable health information as defined by Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104 -191 ( "HIPAA ") and the regulations promulgated thereunder; and WHEREAS, Business Associate and Covered Entity are parties to an agreement (the "Service Agreement "), pursuant to which the fulfillment of the Parties' obligations thereunder necessitates the exchange of, or access to, data including individual identifiable health information, NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, the Parties agree as follows: ARTICLE 1 DEFINITIONS Terms used, but not otherwise defined, in this Agreement shall have the meanings set forth below. 1.1 "HHS Transaction Standard Regulation" means the Code of Federal Regulations ( "CFR ") at Title 45, Sections 160 and 162. 1.2 "Individual" means the subject of PHI or, if deceased, his or her personal representative. 1.3. "Parties" shall mean the Covered Entity and Business Associate. (Covered Entity and Business Associate, individually, may be referred to as a "Party. ") 1.4 "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. 1.5 "PHI" shall have the same meaning as the term "protected health information in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of the Covered Entity. 1.6 "Required By Law" shall have the same meaning as "required by law" in 45 CFR § 164.501. 1.7 "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. ARTICLE 2 CONFIDENTIALITY 2.1 Obligations and Activities of Business Associate. Business Associate agrees as follows: (a) not to use or further disclose PHI other than as permitted or required by this Agreement or as Required By Law; (b) to establish, maintain, and use appropriate safeguards to prevent use or disclosure of the PHI other than as permitted herein; (c) to report to Covered Entity any use, access or disclosure of the PHI not provided for by this Agreement, or any misuse of the PHI, including but not limited to systems compromises of which 0J it becomes aware, and to mitigate, to the extent practicable, any harmful effect that is known to Business Associate as a result thereof, (d) to enforce and maintain appropriate policies, procedures, and access control mechanisms to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. The access and privileges granted to any such agent shall be the minimum necessary to perform the assigned functions; (e) to provide access, at the request of Covered Entity, and in the time and manner reasonable designated by Covered Entity, to PHI in a Designated Record Set (as defined in the Privacy Rule), to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524; (f) to make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner reasonably requested by Covered Entity; (g) to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or at the request of the Covered Entity to the Secretary, in a time and manner reasonably requested by Covered Entity or designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule; (h) to document such disclosures of PHI, and information related to such disclosures, as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528; (i) to provide to Covered Entity or an Individual, in a time and manner reasonably requested by Covered Entity, information collected in accordance with Section 2.1(i) above to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528; (j) to promptly notify Covered Entity of all actual or suspected instances of deliberate unauthorized attempts (both successful and unsuccessful) to access PHI; (k) to maintain and enforce policies, procedures and processes to protect physical access to hardware, software and/or media containing PHI (e.g., hardcopy, tapes, removable media, etc. ) against unauthorized physical access during use, storage, transportation, disposition and /or destruction; (1) to ensure that access controls in place to protect PHI and processing resources from unauthorized access are controlled by two - factor identification and authentication: a user ID and a Token, Password or Biometrics. 2.2 Disclosures Required By In the event that Business Associate is required by law to disclose PHI, Business Associate will immediately provide Covered Entity with written notice and provide Covered Entity an opportunity to oppose any request for such PHI or to take whatever action Covered Entity deems appropriate. 2.3 Specific Use and Disclosure Provisions. (a) Except as otherwise limited in this Agreement, Business Associate may use PHI only to carry out the legal responsibilities of the Business Associate under the Service Agreement. (b) Except as otherwise limited in this Agreement, Business Associate may only disclose PHI (i) as Required By Law, or (ii) in the fulfillment of its obligations under the Service Agreement and provided that Business Associate has first obtained (A) the consent of Covered Entity for such disclosure, (B) reasonable assurances from the person to whom the information is disclosed that the PHI will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and (C) reasonable assurances from the person to 10 whom the information is disclosed that such person will notify the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 2.4 Obligations of Covered Entity. (a) Covered Entity shall notify Business Associate of any limitations in its notice of privacy practices of Covered Entity in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI. (b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosures of PHI. (c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. (d) For any PHI received by Covered Entity from Business Associate on behalf of a third party or another covered entity, Covered Entity agrees to be bound to the obligations and activities of Business Associate enumerated in Section 2.1 as if, and to the same extent, Covered Entity was the named Business Associate hereunder. 2.5 Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by the Covered Entity. 2.6 Policy and Procedure Review. Upon request, Business Associate shall make available to Covered Entity any and all documentation relevant to the safeguarding of PHI including but not limited to current policies and procedures, operational manuals and/or instructions, and/or employment and/or third party agreements. ARTICLE 3 SECURITY 3.1 Government Healthcare Pro ar mmRRepresentations. Business Associate hereby represents and warrants to Covered Entity, its shareholders, members, directors, officers, agents, or employees that Business Associate has not been excluded or has not been served a notice of exclusion or has not been served with a notice of proposed exclusion, or has not committed any acts which are cause for exclusion from participation in, or had any sanctions, or civil or criminal penalties imposed under, any federal or state healthcare program, including, but not limited to, Medicare or Medicaid, and has not been convicted, under federal or state law (including without limitation a plea of nolo contendere or participation in a first offender deterred adjudication or other arrangement whereby a judgment of conviction has been withheld), of a criminal offense related to (a) the neglect or abuse of a patient, (b) the delivery of an item or service, including the performance of management or administrative services related to the delivery of an item or service, under a federal or state healthcare program, (c) fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a healthcare item or service or with respect to any act or omission in any program operated by or financed in whole or in party by any federal, state or local government agency, (d) the unlawful, manufacture, distribution, prescription, or dispensing of a controlled substance, or (e) interference with or obstruction of any investigation into any criminal offense described in (a) through (d) above. Business Associate 11 further agrees to notify Covered Entity immediately after Business Associate becomes aware that the foregoing representation and warranty may be inaccurate or may be incorrect. 3.2 Security Procedures. Each Party shall employ security procedures that comply with HIPAA and all other applicable state and federal laws and regulations (collectively, the "Law ") and that are commercially reasonable, to ensure that transactions, notices, and other information that are electronically created, communicated, processed, stored, retained or retrieved are authentic, accurate, reliable, complete and confidential. Moreover, each Party shall, and shall require any agent or subcontractor involved in the electronic exchange of data to: (a) require its agents and subcontractors to provide security for all data that is electronically exchanged between Covered Entity and Business Associate; (b) provide, utilize, and maintain equipment, software, services and testing necessary to assure the secure and reliable transmission and receipt of data containing PHI; (c) maintain and enforce security management policies and procedures and utilize mechanisms and processes to prevent, detect, record, analyze, contain and resolve unauthorized access attempts to PHI or processing resources; (d) maintain and enforce polices and guidelines for workstation use that delineate appropriate use of workstations to maximize the security of data containing PHI; (e) maintain and enforce policies, procedures and a formal program for periodically reviewing its processing infrastructure for potential security vulnerabilities; (f) implement and maintain, and require its agents and subcontractors to implement and maintain, appropriate and effective administrative, technical and physical safeguards to protect the security, integrity and confidentiality of data electronically exchanged between Business Associate and Covered Entity, including access to data as provided herein. Each Party and its agents and subcontractors shall keep all security measures current and shall document its security measures implemented in written policies, procedures or guidelines, which it will provide to the other Party upon the other Party's request. ARTICLE 4 EXCHANGE OF STANDARD TRANSMISSIONS 4.1 Obligations of the Parties. Each of the Parties agrees that for the PHI, (a) it will not change any definition, data condition or use of a data element or segment as proscribed in the HHS Transaction Standard Regulation. (b) it will not add any data elements or segments to the maximum denied data set as proscribed in the HHS Transaction Standard Regulation. (c) it will not use any code or data elements that are either marked "not used" in the HHS Standard's implementation specifications or are not in the HHS Transaction Standard's implementation specifications. (d) it will not change the meaning or intent of any of the HHS Transaction Standard's implementation specifications. 12 4.2 Incorporation of Modifications to HHS Transaction Standards. Each of the Parties agrees and understands that from time -to -time, HHS may modify and set compliance dates for the HHS Transaction Standards. Each of the Parties agrees to incorporate by reference into this Agreement any such modifications or changes. 4.3 Business Associate Obli atg ions. (a) Business Associate shall not submit duplicate transmissions unless so requested by Covered Entity. (b) Business Associate shall only perform those transactions that are authorized by Covered Entity. Furthermore, Business Associate assumes all liability for any damage, whether direct or indirect, to the electronic data or to Covered Entity's systems caused by Business Associate's unauthorized use of such transactions. (c) Business Associate shall hold Covered Entity harmless from any claim, loss or damage of any kind, whether direct or indirect, whether to person or property, arising out of or related to (1) Business Associate's use or unauthorized disclosure of the electronic data; or (2) Business Associate's submission of data, including but not limited to the submission of incorrect, misleading, incomplete or fraudulent data. (d) Business Associate agrees to maintain adequate back -up files to recreate transmissions in the event that such recreations become necessary. Back -up tapes shall be subject to this Agreement to the same extent as original data. (e) Business Associate agrees to trace lost or indecipherable transmissions and make reasonable efforts to locate and translate the same. Business Associate shall bear all costs associated with the recreation of incomplete, lost or indecipherable transmissions if such loss is the result of an act or omission of Business Associate. (f) Business Associate shall maintain, for seven (7) years, true copies of any source documents from which it produces electronic data. (g) Except encounter data furnished by Business Associate to Covered Entity, Business Associate shall not (other than to correct errors) modify any data to which it is granted access under this Agreement or derive new data from such existing data. Any modification of data is to be recorded, and a record of such modification is to be retained by Business Associate for a period of seven (7) years. (h) Business Associate shall not disclose security access codes to any third party in any manner without the express written consent of Covered Entity. Business Associate furthermore acknowledges that Covered Entity may change such codes at any time without notice. Business Associate shall assume responsibility for any damages arising from its disclosure of the security access codes or its failure to prevent any third party use of the system without the express written consent of Covered Entity. (i) Business Associate shall maintain general liability coverage, including coverage for general commercial liability, for a limit of not less than one million dollars, as well as other coverage as Covered Entity may require, to compensate any parties damaged by Business Associate's negligence. Business Associate shall provide evidence of such coverage in the form of a certificate of insurance and agrees to notify Covered Entity and/or HOI immediately of any reduction or cancellation of such coverage. 13 (j) Business Associate agrees to conduct testing with Covered Entity to ensure delivery of files that are HIPAA -AS Compliant and to accommodate Covered Entity's specific business requirements. 4.4 Confidential and Proprietary Information (a) Proprietary Information Business Associate acknowledges that it will have access to certain proprietary information used in Covered Entity's business. Covered Entity's proprietary information derives its commercial value from the fact that it is not available to competitors or any third parties, and the disclosure of this information would or could impair Covered Entity's competitive position or otherwise prejudice its ongoing business. Business Associate agrees to treat as confidential, and shall not use for its own commercial purpose or any other purpose, Covered Entity's proprietary information. Business Associate shall safeguard Covered Entity's proprietary information against disclosure except as may be expressly permitted herein. Such proprietary information includes, but is not limited to, confidential information concerning the business operations or practices of Covered Entity, including specific technology processes or capabilities. ARTICLE 5 MISCELLANEOUS 5.1 Indemnification. Each Party agrees to indemnify the other for any damages, costs, expenses or liabilities, including legal fees and costs, arising from or related to a breach of such Party's obligations hereunder. 5.2 Term and Termination. (a) Term. The Term of this Agreement shall be effective as of the date first written above, and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section. (b) Termination for Cause. Upon a material breach by Business Associate of it obligation hereunder, Covered Entity may (i) terminate this Agreement and the Service Agreement; and (ii) report the violation to the Secretary. (c) Effect of Termination. (i) Except as provided in paragraph 5.2(c)(ii), upon termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. (ii) In the event that Business Associate determines that returning the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon Covered Entity's agreement that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and 14 disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 5.3 Disputes. Any controversy or claim arising out of or relating to the Agreement will be finally settled by compulsory arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ( "AAA "), except for injunctive relief as described below. 5.4 Iniunctive Relief Notwithstanding any rights or remedies provided for in Section 5.3, Covered Entity retains all rights to seek injunctive relief to prevent the unauthorized use of disclosure of PHI by Business Associate or any agent, contractor or third party that received PHI from Business Associate. 5.5 Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended. 5.6 Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time to the extent necessary for Covered Entity to comply with the requirements of HIPAA and its regulations. All amendments to this agreement shall be in writing and signed by both parties. 5.7 Survival. The respective rights and obligations of Business Associate and Covered Entity under Sections 4.4, 5.1 and 5.2(c) of this Agreement shall survive the termination of this Agreement. 5.8 Limitation of Damages. Other than liabilities under Section 5. 1, neither party shall be liable to the other for any special, incidental, exemplary, punitive or consequential damages arising from or as a result of any delay, omission, or error in the electronic transmission or receipt of any information pursuant to this Agreement, even if the other Party has been advised of the possibility of such damages. 5.9 Interpretation. Rule. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy 15 ADDENDUM A This document is an addendum to the Service Agreement between Emergicon, L.L.C. and the Town of Westlake. It is understood that the following software is being purchased from ESO Solutions by The Town of Westlake through a Service Agreement with Emergicon, L.L.C. QUOTE LINE ITEMS ePCR Suite wfQuality Management 1.00 $4,495.00 10.00% $4,045.50 QuickSpeak 2.00 $99.00 100.009fi $0.00 ePCR Mobile 2.00 $695.00 10.00%5 $1,251.00 Interface - Monitor 1.00 $3,995.00 10.0095 $3,596.50 Interface - Billing 1.00 $3,995.00 100.00% $0.00 Services - Training 1.00 $995.00 $995.00 Services -Training Travel Costs 1.00 $500.00 $500.00 Subtotal $15,568.00 Discount 33.28% Total Price $10,387.00 Emergicon agrees to pay the above mentioned software fees to ESO Solutions as well as provide two (2) fully rugged mobile computers acceptable to the Town of Westlake. The contract between ESO Solutions and the Town of Westlake will automatically renew annually according to the ESO Solutions Software License Agreement. Emergicon will pay ESO Solutions on the contract renewal date for the full annual subscription fee. Cancellation fees Should the Town of Westlake terminate Emergicon's Service Agreement or ESO's Subscription Agreement within twelve (12) months of the date of this Addendum, The Town of Westlake will be responsible for full payment to Emergicon of a cancellation fee equal to the total cost ($10,387.00). Emergicon will invoice the Town of Westlake upon written notice of cancellation and payment will be due 30 days from cancellation date. Compensation In consideration for providing the agreed upon billing services in the Service Agreement and ESO Pro Suite detailed above, the Town of Westlake will amend Section 2.02 of the Service Agreement to pay Emergicon eleven percent (I I%) of the total amount collected on the Account. EMERGICON, L.L.C. Bv: Name: Christopher Turner Title: President & CEO Date: Town of Westlake Bv: Name: Tom Brymer Title: Town Manager Date: EMERGICON SERVICE AGREEMENT — ADDENDUM A Page 1 -`4 ),e.s, t lake Town Council TYPE OF ACTION Regular Meeting - Consent Westlake Town Council Meeting Monday, January 28, 2013 of wesT Topic: Consideration for the approval of an Ordinance amending the Code of Ordinances by renaming Article I, "In General," to "Public Parks and Open Spaces," and adding Section 78 -1 which establishes public park hours for the Town of Westlake. STAFF CONTACT: Alora Wachholz, Management Intern DECISION POINTS Timeframe Funding: Start Date January 28, 2013 Amount — N/A Status - ®N /A Completion Date N/A Source - N/A Decision Alignment Strategy Map or WM Connection 0 Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome Exemplary Operational CF.Promote Community Health, Governance Processes Safety & Welfare Outcome Strategic Issue Staff Action Strategy N/A N/A N/A Strategy Map or WM Connection 0 Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY In light of the recent burglaries in the Town of Westlake, concern has been growing over the possibility of suspicious activity by individuals loitering in the Glenwyck public park after dark. Upon recommendation from the Keller Police Department, this Ordinance comes before the Town Council as to establish the probable cause required for police officers to stop and question trespassers. This draft has been reviewed by legal counsel, Town Staff, and approved by the Westlake Security Task Force Team. It seeks to bolster the public safety and welfare and provide a legal course of action against potentially threatening activity within the Town. This proposed Ordinance seeks to first, amend Chapter 78 "Streets, Sidewalks and Other Public Places," reserved Article I currently titled "In General," to now read, "Public Parks and Open Spaces." It also requests the addition of Section 78 -1 titled "Public Park Hours," and contains subsections 78-la through 78-1c which seek to establish lawful public park hours within the Town of Westlake. This proposed Ordinance would make it an illegal act of trespass to loiter or remain in any public park in the Town of Westlake between 10:00pm and 6:00am (CST), unless prior approval has been granted by the Town Manager or their designee for the purposes of a special event. ORGANIZATIONAL HISTORY/RECOMMENDATION Recommended approval of the proposed Ordinance. ATTACHMENTS Proposed Ordinance Page 2 of 2 TOWN OF WESTLAKE ORDINANCE NO. 696 AN ORDINANCE OF THE TOWN OF WESTLAKE AMENDING CHAPTER 78 TITLED "STREETS, SIDEWALKS AND OTHER PUBLIC PLACES" ARTICLE I "IN GENERAL" BY RENAMING ARTICLE I AND ADDING SECTION 78 -1, PROVIDING FOR PUBLIC PARK HOURS; PROVIDING A PENALTY; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; AUTHORIZING PUBLICATION; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, Texas, is a Type A General law town; and WHEREAS, the Town Council of the Town of Westlake finds it necessary for public safety and welfare that established park hours be determined for usage; and WHEREAS, the Town Council of the Town of Westlake, Texas, is of the opinion that it is in the best interests of the Town and its citizens that the amendment to the Code of Ordinances by the addition of park hours should be approved and adopted. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the preamble are found to be true and correct and are incorporated herein as if copied in their entirety. SECTION 2: That Chapter 78, "Streets, Sidewalks and Other Public Places" Article I "In General," Section 78 -1 of the Town of Westlake Code of Ordinances, is hereby amended by changing the name of Article I to "Public Parks and Open Spaces" and by adding section 78 -1 to read as follows: ARTICLE I. — Public Parks and Open Spaces Sec. 78 -1. — Public Park Hours. (a) It shall be unlawful for any person to loiter, remain or be in or upon any park or playground in the Town of Westlake between I0:00pm until 6:00am (CST). (b) It shall be an affirmative defense to the above that special permission was granted by the Town Manager or designee, in writing, for organized activities or special events which last past the identified hours, in which case any park containing the permitted activities shall remain, as indicated in writing on the special permission document, or if no time was specified in the document, then until the activity shall cease, at which time the park shall be closed. (c) Violation constitutes trespass. Ordinance 696 Pagel of2 SECTION 3: That all provisions of the Westlake Code of Ordinances not hereby amended shall remain in full force and effect. SECTION 4: That this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 5: That any person, firm or corporation violating any of the provisions or terms of this Ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the Town of Westlake, and upon conviction shall be punishable by a fine not to exceed the sum of Five Hundred ($500.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 6: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared legally invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance, since the same would have been enacted by the Town Council of the Town of Westlake, Texas, without the incorporation in this Ordinance, of any such legally invalid or unconstitutional, phrase, sentence, paragraph or section. SECTION 7: This Ordinance shall take effect immediately from and after its passage as the law in such case provides. PASSED AND APPROVED ON THIS 28th DAY OF JANUARY, 2013. ATTEST: Laura Wheat, Mayor Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Ordinance 696 Page 2 of 2 estlake Town Council TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Meeting Monday, January 28, 2013 Topic: Public Hearing and Consideration for Approval of an Ordinance Amending the Comprehensive Plan "Land Use Map ". STAFF CONTACT: Eddie Edwards, Director of Planning and Development DECISION POINTS Start Date Timeframe: January 28, 2013 Funding: Amount- None. Status- ®N /A Completion Date Source- N/A Decision Alignment Strategy Map or WM Connection @ Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome Exemplary Governance Customer Focus CF.Enhance and Maintain a Sense Community of Strategic Issue Outcome Staff Action Strategy N/A N/A N/A Strategy Map or WM Connection @ Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY Approve an amendment to the Comprehensive Plan "Land Use Map" to change the proposed uses of two parcels within the PD1 zoning district from Office Park to Mixed -Use and from Office Park to Single- family Detached residential. THIS DOES NOT CHANGE THE ZONING OF THE TRACTS. Approval of this amendment is a requisite step prior to a zoning change approval but does not guarantee that a zoning change will be approved. It is intended to provide predictability to existing and future property owners as to what type uses to expect for future development in these areas of the Town. The Town has previously approved Mixed Use zoning in areas designated as Office or Retail on the Land Use Plan, as there has not been a Mixed Use category included on the Map. At the P &Z Commission meeting held on January 22, 2013, this item was discussed by the Commission members and a public hearing conducted for residential or public input. During the course of the meeting, a motion was made to table the item until the next P &Z meeting in February. ORGANIZATIONAL HISTORY/RECOMMENDATION The property is currently zoned as a Planned Development with office, hotel and conferencing, health / fitness club, governmental, educational and retail uses. This roughly comports to the Land Use Map. The Mixed -Use designation will allow an applicant to seek approval for a greater mix of uses including Office, Retail, Hotel and Conferencing, Entertainment, Assisted Living, Health Care, and Residential uses. The Single - Family Detached designation will allow an applicant to seek approval for a change of permitted uses from Office to Single - Family Residential. ATTACHMENTS Land Use Map Page 2 of 2 Land Use Plea TOWN OF WESTLAKE, TEXAS WESTLAKE COMPREHENSIVE PLAN HENRiETTA CREEK ROAD 1 ILLUSTRATION 1 LEGEND I ,`+ [ION C_y?i N1 CWFICE INDUSTRIAL TRIAL R -.S CLUSTER R -5g.c. Mixed Use ® RETAIL Q Residential S.F. Detached MF OFFICE PAR OPEN SPACE Z � k 4 d +I I I ,`+ [ION C_y?i N1 � k 4 d +I I TOWN OF WESTLAKE ORDINANCE NO. 690 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS APPROVING AN AMENDMENT TO THE COMPREHENSIVE PLAN, AMENDING THE LAND USE MAP CONTAINED WITHIN. THE CHANGES ARE LIMITED TO THE PARCELS LOCATED WITHIN THE PD1 ZONING DISTRICT. WHEREAS, the Town of Westlake, Texas is a general law Town; and WHEREAS, on August 24, 1992, the Town Council adopted a Comprehensive Plan (the 1992 Comprehensive Plan ") for the Town; and WHEREAS, the economic development and land use planning objectives of the Town will be furthered by the amending of the Land Use Map; and WHEREAS, the Planning and Zoning Commission and Town Council held public hearings after notice of such hearings being published in a newspaper of general circulation in the Town, all in accordance with law; and WHEREAS, upon the recommendation of the Planning and Zoning Commission, the Town Council of the Town of Westlake, Texas, is of the opinion that it is in the best interests of the town and its citizens that the amendments (Exhibit "1 ") to the Westlake Comprehensive Plan "Land Use Map" should be approved and adopted; and WHEREAS, the Council believes that the interests of the Town, the present and future residents and citizens of the Town; NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the findings hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirely. SECTION 2: That the Town of Westlake hereby approves the Land Use Map, as shown in Exhibit A. Ordinance 690 Pagel of 2 SECTION 5: That this Ordinance shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 10th DAY OF DECEMBER 2012. ATTEST: Kelly Edwards, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Laura L. Wheat, Mayor Thomas E. Brymer, Town Manager Ordinance 690 Page 2 of 2 � 9-es, tlake �W�T{ Town Council TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Meeting Monday, January 28, 2013 Topic: Public Hearing and Consideration for Approval of an Ordinance Amending the Permitted Uses and Development Regulations of Planning District 1 -3 (PDI -3) Including Permitted Use Regulations and Residential Development Standards Including Height, Lot Size, Building Lines, Building Design, Minimum Floor Area, Landscaping, Drainage, Concept Plan, and Other Development Standards for said PDI -3 to Allow for a Single - Family Residential Development on an 84 Acre (approx.) Tract Located at the Northeast Corner of FM 1938 (Davis Blvd) and Dove Road. STAFF CONTACT: Eddie Edwards, Director of Planning and Development DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 Funding: Amount- None. Status- ®N /A Source- N/A Decision Alignment Strategy Map or VVM Connection Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome Sense of Place Customer Focus CF.Enhance and Maintain a Sense Community of Outcome Strategic Issue Staff Action Strategy Comprehensive Planning and N/A SA 09D1: Ordinances Management of Natural Resources Strategy Map or VVM Connection Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY Consideration of amending the PDl -3 planning area regulations which include new land uses and development standards. Over the past few months, the Planning & Zoning Commission (P &Z) and the Town Council have participated in discussions as well as heard from interested residents as it relates to the proposed project. A meeting was held on December 10, 2012, where the P &Z reviewed the zoning change request, with the items under consideration being tabled until the next P &Z meeting on January 22, 2013. The Town Council continued the public hearing and tabled consideration of these requests until today's workshop discussion. During a special called Town Council workshop session held on January 7, 2013, the applicant appeared and discussed proposed changes to the concept plans and zoning requests. At this time, Mr. Moayedi answered detailed questions from council members as to the changes, the residential design standards, neighborhood layout, and external architectural features of the proposed residential development, commonly known as Granada. The applicant also advised Council that he would continue to attend the private residential meetings in our community to help understand the concerns of the residents. Application number Z- 10 -02 -12 (Granada) was further reviewed by the applicant during the P &Z workshop and again at the regular meeting. Discussion ensued by the applicant, the Commission members, and the residents on topics ranging from the density of the project, anticipated home prices, builder choice, etc. This item was tabled and continued to the next P &Z meeting based on approval of the Commission. ORGANIZATIONAL HISTORY/RECOMMENDATION The property is currently zoned for office, hotel, health / fitness, educational, governmental, and retail uses. The owner /applicant seeks an amendment to the PD1 -3 Planning Area regarding the permitted uses to allow development of a single- family residential development. More specifically, the development of an 89 lot single - family detached residential sub - division on an approximately 84 acre tract. (approx. 90 gross acreage). The applicant /developer has indicated to staff that homes in this development will be in the $1.0 million range (approx.). Estimated value of improvements to the property if developed is approximately $89 million. Staff recommends approval as submitted per the proposed ordinance, staff recommendations, and the concept plan. ATTACHMENTS 1. Site Location Map 2. Staff Report 3. Ordinance Including Exhibits a. Legal Description of PD District b. PD 1 -3 Concept Plan Page 2 of 2 Westlake Public Web Map Westlake I User Ouick Ref TOWN OF WESTLAKE, TX STAFF REPORT TO PLANNING & ZONING COMMISSION /TOWN COUNCIL PD1 -3 Zoning Amendment and Concept plan I. CASE INFORMATION Case No. Z — 10 -02 -12 Date: 12 -10 -2012 Request: Applicant is requesting approval of the following: Zoning amendment X (PD1 -3; PD1, Planning area 3) Concept Plan X Development Name: Granada Location: Subject property is an approximate 84 acre tract of land generally located at the northeast corner of FM 1938 and Dove Road, extending north to Solana Blvd. The property extends easterly stopping in alignment with the northwest corner of the Glenwyck Farms sub - division. Owner: Centurion American Developer: Centurion American Zoning: PD1 -3 Acres: 84.28 (92.24 acres including right -of way dedications) Proposed Uses: Single- family residential. One (1) dwelling per acre gross density with minimum 20,000 square foot lots. II. STAFF REVIEW COMMENTS 1. General This is a request for approval of an ordinance amending Planning Area 3 of the PD1 Planned Development Zoning District. (PD1 -3). The amendment will apply only to the planning area indicated. The permitted uses and design standards contained in the proposed Ordinance for this district were created with 1 regulations specifically geared towards giving the Town the ability to ensure that the development will meet the high standards that Westlake has become known for. At build out the development will include approximately $89,000,000 in improvements that will be added to the ad valorem tax base. The proposed development will contain 89 residential lots of varying sizes ranging from 20,900 square feet to 36,734 square feet. For comparison purposes the two subdivisions in closest proximity to this site, Vaquero and Glenwyck farms have lot sizes starting at 12,566 square feet and 3483 square feet respectively. Eighty percent of the lots in Glenwyck Farms are less than one acre. The gross density of the development will be approximately one (1) dwelling per acre compared to Glenwyck Farms at .8 dwellings per acre. The close Droximitv of an existina office camaus and the fact that the development will back up to a six -lane divided major thoroughfare make the perimeter Public Open Space a crucial element to keeping the neighborhood a desirable place to live. For this reason staff feels it is more important to have smaller lots that do not extend out to the right -of -way than to have larger lots without the Open Space separation from the roadways. The perimeter landscape buffer along with higher development standards incorporated into the Planned Development ordinance should keep the homes in Granada relatively close to the same price points as those in Glenwyck Farms. We are anticipating the average home price to be just under one million dollars. The twenty - percent increase in density should have minimal additional impact on traffic, noises, or town services. The higher density does however, have a positive impact on the financial sustainability of the town by getting more houses connected to the water and sewer system per one - hundred feet of piping. 2. Concept Plan The Concept Plan shows 89 single family lot configured into a residential development to allow what essentially is a linear park comprised of privately maintained, public accessible trails (which ties into our Master Trail Plan) on the perimeter of the development. The development in this zoning district would be required to have full masonry walls, the design for which would be approved by staff as a part of this Concept Plan. The staff has also worked with the applicant to establish variation in minimum front setbacks avoid visual monotony within the development. The preliminary plat will finalize these front setbacks. The Concept Plan incorporates design elements from the Town's FM 1938 Streetscape Plan into the design along the side of the subject tract that adjoins FM 1938. Other design elements, such as a water feature, as well as a chapel structure (in the middle of the development) are also incorporated into the design as shown on the Concept Plan. 3. Setbacks /Building Lines 4. Site Design Site Plans have not been required for residential developments because the structures have not been designed at this point and the structure design and location will drive the landscaping, both of which are required to be shown on a Site Plan. A Concept Plan, along with the all of the regulations contained in the proposed Planned Development ordinance, provide adequate strong direction and controls on design and development standards in order to obtain the high quality development product that is intended. 5. Conformance with Comprehensive Plan This application is consistent with the Town's recently amended Comprehensive Plan, its goals and objectives, and its policies as it relates to land use and site development. 6. Building Design, Architecture, and Screening The building design, architectural, and screening regulations contained in the Planned Development ordinance and the Concept Plan were created with the goal in mind of Granada appearing at build out as a high end custom home sub- 3 Proposed for Granada R0.5 zoning district Glenwyck Farms Vaquero lots < 30,000 s.f. Front 25 ft. min. 35 ft. min. 40 ft. min. 35 ft. min. Rear 35 ft. min. 35 ft. min. 40 ft. min. 35 ft. min. Side 15 ft. min. 15 ft. min. 20 ft. min. 15 ft. min. 4. Site Design Site Plans have not been required for residential developments because the structures have not been designed at this point and the structure design and location will drive the landscaping, both of which are required to be shown on a Site Plan. A Concept Plan, along with the all of the regulations contained in the proposed Planned Development ordinance, provide adequate strong direction and controls on design and development standards in order to obtain the high quality development product that is intended. 5. Conformance with Comprehensive Plan This application is consistent with the Town's recently amended Comprehensive Plan, its goals and objectives, and its policies as it relates to land use and site development. 6. Building Design, Architecture, and Screening The building design, architectural, and screening regulations contained in the Planned Development ordinance and the Concept Plan were created with the goal in mind of Granada appearing at build out as a high end custom home sub- 3 division similar to the high quality development achieved in both Vaquero and Glenwyck Farms sub - divisions. 7. Landscaping and Landscape Screening Common areas. The common areas around the perimeter of the project will be a combination of preserved natural landscaping in area of dense tree growth, and newly planted landscaping designed with staggered heights and clustering of plants and trees to break up and soften the view of the perimeter wall. The developer will install all of the landscaping and improvements included in the FM 1938 Streetscape Plan, much of which is shown on the Concept plan. Some elements have not been shown on the Concept Plan but will be included as development progresses and final determination of the best locations can be field approved. Home sites. Each home site will comply with the Roadway landscape Zone requirements. Additionally they will be required to have Flower beds around all of the foundation and covering twenty percent of the front yards. Where the landscaping included in the Public Open Space, that surrounds the sub - division, doesn't provide enough trees between a lot and the roadway, trees will be required in rear yards to provide screening and sound buffering. 8. Parking The ordinance requires three covered parking spaces per dwelling. Garages may not face the street unless further back from the street than the Side facing garage. 9. Fire Lanes Because this sub - division will only have a single entrance and exit, an emergency access route is required. The emergency route will be a fire lane paved with open pavestones that permit grass to grow through them giving the appearance of open landscaped area but having the ability to support emergency vehicles in all weather conditions. 10.Access /Streets /Thorouahfare Plan 11 The primary entrance and exit for the sub - division will be off of Solana Blvd. which is classified as a Major Boulevard Collector. Solana Blvd. connects with Hwy 114 and FM 1938, a Major Collector. 11. Street /Highway Right -of -Way Dedication Requirements No additional right -of -way dedication is required for this project. 12. Pedestrian Circulation Pedestrian circulation and connectivity with the Town's network of trails will be accomplished with the Public Open Space trails. The applicant's Concept Plan indicates that the subject site, although gated to limit vehicular access, will be accessible to pedestrians. 13. Lighting Compliance with all Town of Westlake ordinances as well as the International Dark Skies design guidelines is required for this PD. All lighting fixtures will be submitted to and reviewed /approved by staff prior to installation. 14. Tree Mitigation A tree mitigation plan will be submitted and will be reviewed by Town staff for compliance with Town ordinances. Tree mitigation will occur both on site and off site. The tree mitigation plan may be modified as the project progresses and will be monitored by town staff. Approval of this Concept Plan is not granting approval of the tree mitigation plan. 15. Signage The signage shown on the approved concept plan will be the only signage allowed other than signs specifically permitted for residentially zoned properties by other Town ordinances. 16. Utilities (including on and off -site extensions and easement dedications) Water and sewer utilities for this site are provided by the Town of Westlake. Off - site water and sewer line extensions to serve the site are the responsibility of the developer. All on -site electric utility lines, new or existing, will be placed 5 underground. All exclusive franchise utility easements shall be identified on the preliminary plat and must be approved by the Town. 17. Storm water retention and detention The developer's engineer has told Town staff that the drainage plans that will be submitted with the Preliminary Plat will detail how they will be able to develop the sub - division and through retention and detention and other design features, have a lower rate of flow after development and build -out than is being experienced today. Town engineers will confirm their calculations prior to permitting any infrastructure improvement work permits. III. STAFF RECOMMENDATIONS Staff recommends approval of this Zoning Amendment and Concept Plan as submitted with the following stipulations: 1. Developer Agreement A Developer Agreement shall be approved prior to the commencement of construction activities related to the development of the sub- division. 2. Tree Mitigation: Tree mitigation will occur both on site and off site, in compliance with Town ordinances prior to acceptance of the sub - division and issuance of building permits unless otherwise stipulated in a Developer's Agreement. 3. Park Land Dedication: Park Land Dedication requirements shall be addressed via a Developer's Agreement prior to the approval of the Preliminary Plat. 4. Sequencing of improvements: All landscaping and improvements located with the right -of -way along FM 1938 and Solana Blvd. shall be completed prior to acceptance of the sub - division. 11 PD1 -3 PLANNED DEVELOPMENT 1 PLANNING AREA 3 ORDINANCE NO. 693 AN ORDINANCE AMENDING THE COMPREHENSIVE ZONING ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS TO AMEND THE ZONING FOR AN APPROXIMATELY 84.04 ACRE TRACT OF LAND IDENTIFIED AS PLANNING AREA 3 OF THE PD1 PLANNED DEVELOPMENT DISTRICT (PD1 -3), GENERALLY LOCATED IN TARRANT COUNTY, TEXAS; FROM THE USES PERMITTED IN THE "PD1" PLANNED DEVELOPMENT DISTRICT BEING, OFFICE, HOTEL AND CONFERENCING, EDUCATIONAL, GOVERNMENTAL, SPORTS AND HEALTH CLUB, AND RETAIL USES, TO SINGLE FAMILY RESIDENTIAL AND RELATED ACCESORY USES; DEFINING CERTAIN TERMS; DESCRIBING AND INTERPRETING THE PD CONCEPT PLAN; REGULATING PERMITTED USES, HEIGHT, LOT SIZES, BUILDING LINES, BUILDING DESIGN, MINIMUM FLOOR AREA, PARKING, LANDSCAPING, DRAINAGE AND OTHER DEVELOPMENT STANDARDS AND; PROVING A SAVINGS CLAUSE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, Texas is a general law Town; and WHEREAS, on August 24, 1992, the Town Council adopted a Comprehensive Plan (the 1992 Comprehensive Plan ") for the Town; and WHEREAS, on November 16, 1992, the Town Council (sometimes referred to as the "Council ") of the Town of Westlake, Texas (the "Town "), adopted a Comprehensive Zoning Ordinance (the "Zoning Ordinance "); and WHEREAS, the Zoning Ordinance has been amended by the Council after receiving recommendations from the Planning and Zoning Commission (the "Commission "); and WHEREAS, on September 15, 1997, based on the recommendations of the Commission, the Town Council amended the Zoning Ordinance and the subdivision regulations by the adopting of a Unified Development Code (the "UDC ") for the Town; and WHEREAS, there is located within the corporate limits of the Town an approximately 84.04 -acre tract of land (commonly known as Planning Area 3 of the PD1 zoning district, being the portion of the PD1 zoning district bounded by Dove Road to the south, FM 1938 to the east, and Solana Boulevard to the north); and WHEREAS, because of the size, location, and natural features of the Planning Area and the Town's need for public infrastructure, amenities, and services, the Town has a critical interest 1 in the development of the Planning Area and is encouraging such development to the highest possible standards of quality consistent with the Town's long -term development vision; and WHEREAS, because of improvements to FM 1938, further urban growth throughout the region, and other changed conditions that affect the region, the Town believes there are unique and significant opportunities for residential uses within the Planning Area that will be consistent with the Town's long -term development vision; and WHEREAS, the suitability of the Planning Area for such planned uses can be enhanced through modifications to the development regulations governing the Planning Area, including modifications to the zoning, subdivision and other standards otherwise applicable under the UDC; and WHEREAS, the economic development and land use planning objectives of the Town will be furthered by the establishment of such planned development district; and WHEREAS, the Commission and Council held public hearings upon the application of Centurion American, to establish PD1 -3 and amend the zoning regulations for the approximately 84.04 -acre tract of land to a "PD" Planned Development District with single - family residential uses on December 10, 2012, after written notice of such hearing having been sent to owners of real property being within 200 feet of the property and notice being published in a newspaper of general circulation in the Town, all in accordance with law; and WHEREAS, upon the recommendation of the Planning and Zoning Commission, the Town Council of the Town of Westlake, Texas, is of the opinion that it is in the best interests of the town and its citizens that the amendments (Exhibit "2 ") to the Westlake Code of Ordinances should be approved and adopted; and WHEREAS, the Council believes that the interests of the Town, the present and future residents and citizens of the Town, and developers of land within the Town are best served by adopting this Ordinance, which the Council has determined to be consistent with the 1992 Comprehensive Plan, the Thoroughfare Plan, and Open Space Plan, all as amended; NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the recitals set forth above are hereby incorporated herein, adopted by the Town and declared to be true and correct. SECTION 2: That the Comprehensive Zoning Ordinance of the Town of Westlake, Texas, Ordinance No. 202, as amended, is hereby amended by this PD Ordinance, by amending Planned Development District PD 1, Planning Area 3 (PD 1 -3) within the property described in Exhibit 1 attached hereto by reference for all purposes. This Planning Area will be subject to the concept plan, development standards and other regulations attached hereto as Exhibit 2. 2 SECTION 3: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same would have been enacted by the Town Council of the Town of Westlake without the incorporation in this Ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 4: That all provisions of Ordinance not hereby amended shall remain in full force and effect. SECTION 5: That this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 6: That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the Town of Westlake, and upon conviction shall be punishable by a fine not to exceed the sum of Five Hundred ($500.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 7: This ordinance shall take effect immediately from and after its passage as the law in such case provides. PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 10th DAY OF DECEMBER 2012. ATTEST: Town Secretary APPROVED AS TO FORM: MAYOR I Town Attorney EXHIBIT 2 PD1 PLANNING AREA 3 (PD1 -3) SINGLE FAMILY RESIDENTIAL ARTICLE I. GENERAL PROVISIONS ................................................... ..............................1 SECTION 1 SHORT TITLE ...................................................................... ..............................1 SECTION2 PURPOSES ........................................................................... ..............................1 SECTION 3 GENERAL DEFINITIONS .................................................... ..............................1 Section3.1 Usage ......................................................................... ..............................1 Section 3.2 Words and Terms Defined ......................................... ............................... l SECTION 4 APPLICABILITY OF EXISTING REGULATIONS ............. ..............................2 Section 4.1 Applicable Town Ordinances ...................................... ..............................2 Section 4.2 General Approval Criteria .......................................... ..............................2 SECTION 5 CONCEPT PLAN, DEVELOPMENT PLANS, AND SITE PLANS ....................3 Section 5.1 PD Concept Plan Limits ............................................. ..............................3 Section 5.2 PD Development Plans ............................................... ..............................3 Section5.3 PD Site Plans .............................................................. ..............................3 SECTION 6 PARK LAND DEDICATION REQUIREMENTS .................. ..............................3 SECTION 7 TREE MITIGATION REQUIREMENTS ................... ..............................3 SECTION 8 DUCT BANK REQUIREMENTS ............................ ..............................3 ARTICLEII. USES ................................................................................... ..............................4 SECTION 1 LAND USE SCHEDULE ...................................................... ..............................4 SECTION 2 ACCESSORY USES AND STRUCTURES ........................... ..............................5 ARTICLE III. DEVELOPMENT STANDARDS ..................................... ..............................6 SECTION1 DENSITY .............................................................................. ..............................6 SECTION 2 MINIMUM LOT SIZE .......................................................... ..............................6 SECTION 3 MINIMUM LOT WIDTH ...................................................... ..............................6 SECTION 4 MAXIMUM BUILDING HEIGHT ........................................ ..............................6 Section 4.1 Maximum building height ............................... ..............................6 F Section 4.2 Exceptions to Height Limitations ................................ ..............................6 SECTION 5 MINIMUM BUILDING SIZE ............................................... ..............................6 SECTION6 LOT COVERAGE ................................................................ ..............................6 SECTION 7 FRONT YARD SETBACKS ................................................. ..............................6 SECTION 8 REAR YARD SETBACKS .................................................. ............................... 7 SECTION 9 SIDE YARD SETBACKS ..................................................... ..............................7 SECTION 10 SLOPE REQUIREMENTS ................................................... ..............................7 SECTION 11 SIGNAGE REQURIEMENTS ............................................. ..............................6 Section11.1 Signs .......................................................................... ..............................6 Section 11.2 Exceptions to sign regulations .................................... ..............................6 SECTION 12 LANDSCAPE REQUIREMENTS ........................................ ..............................6 Section 12.1 Landscape requirements for residential home sites ...... ..............................6 Section 12.2 Landscape requirements for Common areas ................ ..............................6 SECTION 13 LIGHTING STANDARDS .................................................. ............................... 8 Section13.1 Street lighting ............................................................ ............................... 8 Section 13.2 Outdoor lighting regulations ...................................... ............................... 8 SECTION 14 BUILDING DESIGN ELEMENTS ....................................... ..............................9 Section 14.1 Architectural Control Committee ............................... ..............................9 Section14.2 Roofs .......................................................................... ..............................9 Section14.3 Exterior Walls ........................................................... ..............................9 Section14.4 Parking ...................................................................... .............................10 Section 14.5 Exterior doors and windows ..................................... .............................10 Section 14.6 Mechanical Equipment screening ............................. .............................10 Section 14.7 Accessory buildings .................................................. .............................10 Section 14.8 Driveways and sidewalks ........................................... .............................10 Section 14.9 Fencing and gates ...................................................... .............................10 SECTION 15 UTILITIES S Section 15.1 Utilities offsite .......................................... .............................10 Section 15.2 Franchise utilities ...................................... .............................11 Section 15.3 Drainage ................................................. .............................11 ARTICLE IV. EXHIBITS ....................................................................... .............................11 ii EXHIBIT I Legal Description of PD District EXHIBIT 2 PD Concept Plans iii ARTICLE I. GENERAL PROVISIONS SECTION 1 SHORT TITLE This ordinance shall be known and may be cited as the "Planned Development 1, Planning area 3 Single - Family Residential Planned Development Zoning District Ordinance." or simply as the "PDl -3 Ordinance ". SECTION 2 PURPOSES This PD Ordinance is adopted to provide for a superior design of lots or buildings; to provide for single - family residential development of the property bounded by Dove Road to the south, FM 1938 to the west, and Solana Boulevard to the north. To provide an appropriate transition between the intensity of the commercial development anticipated to the north and the existing and anticipated residential development to the south. SECTION 3 GENERAL DEFINITIONS Section 3.1 Usage For purposes of this PD Ordinance, certain numbers, abbreviations, terms, and words shall be used, interpreted and defined as set forth in this Section. Other terms and words are defined elsewhere in this PD Ordinance. Unless the context clearly indicates to the contrary, words used in the present tense include the future tense, and words used in the plural include the singular. The word "shall" will be interpreted as mandatory, and the word "may" as permissive. Section 3.2 Words and Terms Defined Applicable Town Ordinances means the UDC and all other ordinances, rules, and regulations that are adopted by the Council and that are applicable to development within the PD District or Planning Area. Council means the Town Council of the Town of Westlake, Texas. Commission means the Planning and Zoning Commission of the Town of Westlake, Texas. Floor area ratio (FAR) means the ratio of floor area to lot area. Floor area means the total area of all floors of all buildings on a lot or unified development site measured between the outer perimeter walls of the buildings excluding (i) area in a building or in a separate structure (whether below- or above - grade) used for the parking of motor vehicles, (ii) courts or balconies open to the sky, and (iii) roof area used for recreation. Lot area means the gross site area excluding only (a) public roadways shown on the PD Concept Plans, (b) public hike, bike, and equestrian trails shown on the PD Concept Plans; and (c) the Town edge landscape zone. Masonry means brick, stone, cast stone, concrete, glass block, split -face concrete masonry unit, or other masonry materials approved by the Town. 1 PD Concept Plan means any one or more of the drawings attached to this Ordinance and labeled "PD Concept Plan" (all of which plans are deemed part of the PD Concept Plan and this PD Ordinance). PD District means the planned development zoning district or Planning Area established or amended by this PD Ordinance. PD Ordinance means this planned development zoning district ordinance, including the PD Concept Plan. Planning Area means an area within a Planned Development zoning district, the boundaries of which have been approved by the Town, which may have Permitted Uses and Development Regulations that are only applicable to the Planning Area. Town means the Town of Westlake, Texas. Town Manager means the Town Manager of the Town of Westlake or his /her dsignee. UDC means the Town's Unified Development Code, or the development related chapters of the Code of Ordinances as amended. SECTION 4 APPLICABILITY OF EXISTING REGULATIONS Section 4.1 Applicable Town Ordinances Except to the extent provided by the PD Concept Plan and this PD Ordinance, development within the PD1 -3 Planning Area shall also be governed by the Applicable Town Ordinances for the R -0.5 Zoning District. In the event of any conflict between (i) the PD Concept Plan and this PD Ordinance, and (ii) the Applicable Town Ordinances, the terms, provisions and intent of the PD Concept Plan and this PD Ordinance shall control. Except as provided below, in the event of any conflict between the UDC and the Applicable Town Ordinances, the terms, provisions and intent of the UDC shall control. Section 4.2 General Approval Criteria To the extent, if any, that the Applicable Town Ordinances (and, in particular, the subdivision regulations of the UDC) grant to the Council, the Commission, the Town Planner, or any other Town employee or consultant, the authority to approve any aspect of development within the PD District (including, but not limited to, preliminary or final plats or any aspect thereof or any agreements or permits related thereto) based on conformity with the Town's Comprehensive Plan, Open Space Plan or Thoroughfare Plan, Master Water and Sewer and Master Drainage Plans (or with the objectives, goals or policies of such plans), then such authority shall be exercised to the extent necessary to determine whether the aspect of development being approved is consistent with the PD Concept Plan, this PD Ordinance, and the objectives, goals, and policies of such plan and ordinance. 2 SECTION 5 CONCEPT PLAN, DEVELOPMENT PLANS, AND SITE PLANS. Section 5.1 PD Concept Plan The PD Concept Plan attached to this PD Ordinance consists of drawings generally labeled as follows: (1) "Concept Plan ". (2) " Open Space and Trail improvements." (3) "Perimeter Wall Plan." Except as otherwise provided by this PD Ordinance, each of these drawings is a part of this PD Ordinance, and all graphic depictions contained on such drawings are considered "regulatory" standards. A. PD Concept Plan limits The drawing labeled "Concept Plan" identifies the general boundaries of the PD3 -1 Planning Area. The exact boundaries of the PD1 -3 Planning Area are shown on the metes and bounds description attached hereto as Exhibit 1. Any information shown on this drawing that is outside the boundaries of the PD1 -3 Planning Area is not considered part of the PD Concept Plan or this PD Ordinance and does not bind or otherwise affect development within the PD1 -3 Planning Area other than for the purposes of alignment of improvements with existing off -site improvements. Section 5.2 PD Development Plans A PD Development Plan is not typically required for single- family residential developments. Section 5.3 PD Site Plans A PD Site Plan is not typically required for single - family residential developments. SECTION 6 PARK LAND DEDICATION REQUIREMENTS Park Land Dedication requirements shall be in accordance with Town ordinances and shall be met prior to filing of Final Plats. SECTION 7 TREE MITIGATION REQUIREMENTS Tree Mitigation requirements shall be in accordance with Town ordinances and shall be met prior to the filing of Final Plats. SECTION 8 DUCT BANK REQUIREMENTS The Developer shall install a Duct Bank system throughout the subdivision as required by Town ordinances. The home builder shall tie in to the Duct Bank prior to the Final Inspections or Certificate of Occupancy approval. K ARTICLE II. USES SECTION 1 LAND USE SCHEDULE Buildings, structures, and land within the PD1 -3 Planning Area shall be used only in accordance with the uses permitted in the following "Land Use Schedule ". The symbol "X" shall mean that the use is permitted as a principal use by right. The symbol "S" shall mean that the principal use is permitted only after first obtaining a "Specific Use Permit" as set forth in the UDC. The symbol "A" shall mean that this use is specifically permitted as an accessory use to a main use (this does not exclude other land uses which are generally considered accessory to the primary use). A blank square shall mean that the use is not allowed by right as a principal or accessory use. PD1 PLANNING AREA 3 (PD1 -3) — SINGLE FAMILY RESIDENTIAL LAND USE SCHEDULE PERMITTED USES X= Permitted, A= Accessory Use, S =SUP RESIDENTIAL USES Single Family Detached X Single Family Zero Lot Line Single Family Attached Duplex Home Occupation (1) X Servants /Caretakers Quarters A Temporary Accommodation for Employees /Customers /Visitors A Swimming Pool (Private) A Detached Garage (Private) A Sport/Tennis Courts (Private unlit) A Sport/Tennis Courts (Private lighted) S INSTITUTIONAL and GOVERNMENTAL USES Emergency Ambulance Service x Post Office (Governmental) X Telephone, Electric, Cable, and Fiber Optic Switching Station X Electrical Substation S Utility Distribution Lines2 X Water and Sewage Pumping Station (below grade) X Water and Sewage Pumping Station (above grade) X Water Storage Tank and Pumping System (Elevated or Above Grade) X 11 PERMITTED USES X= Permitted, A= Accessory Use, S =SUP Water, Sewer, Electric, and Gas Meters X Electric Transformers x Private Streets /Alleys/Drives X Child Daycare (Private; 7 or more) S Government Building x Police Station X Fire Station X AMUSEMENT/RECREATION Park or Playground (Public or Private) X Satellite Dish S Non - Commercial Radio Tower S Recreation Center (Private) X Hike, Bike, and Equestrian Trails (Public or Private) X Temporary Sales Office (3) X NOTES: As defined by Chapter one of the Town of Westlake Code of Ordinances. Including water, sewer, electric, gas, cable, telephone, fiber optic, and other public and private utility distribution lines. Limited to period of construction. SECTION 2 ACCESSORY USES AND STRUCTURES An accessory use or structure which is customarily incidental to the principal use or structure, and is located on the same lot or tract of land, shall be permitted as an accessory use without being separately listed as a permitted use. ARTICLE III. DEVELOPMENT STANDARDS SECTION 1 DENSITY The Gross Density allowed shall be one (1) residential lot per acre of land. Gross Density is defined in Chapter 1 of the Code of Ordinances as: Density, gross. The words "density, gross" shall mean density in floor area ratio or dwelling units per acre, inclusive of roadway right -of- way and dedicated public parks and open space. SECTION 2 MINIMUM LOT SIZE The minimum lot size shall be 20,900 square feet. The minimum average size of all single - family lots within Granada shall be 26,500 square feet. SECTION 3 MINIMUM LOT WIDTH The minimum lot width shall be 80 feet measured at the building line. SECTION 4 MAXIMUM BUILDING HEIGHT Section 4.1 Maximum Building Height. The maximum height for all structures located on residential lots shall be two and one -half stories or 35 feet. Section 4.2 Exceptions to Height Limitations. The height limits imposed above shall not apply to (a) chimneys and vent stacks, cupolas, or other architectural features that are not intended for occupancy or storage; (b) flag poles and similar devices; or (c) structures shown on the approved concept plan. SECTION 5 MINIMUM BUILDING SIZE The minimum building size shall be 3,000 square feet for single story houses and 4,000 square feet for two story houses. SECTION 6 LOT COVERAGE The footprint of the main level of each residence shall not exceed 40% of the entire area of the lot. Footprint shall not include porches, patios, or other unenclosed areas. SECTION 7 FRONT YARD SETBACKS The minimum front yard shall be 25 feet. The Town Manager or his /her designee may approve a reduction of the required setback or may require an increase in the required setback by a maximum of ten (10) feet to avoid monotony or to accommodate unique site conditions including the preservation of old growth trees. 2 SECTION 8 REAR YARD SETBACKS The minimum rear yard shall be 35 feet. The Town Manager or his /her designee may approve a reduction of the required setback by a maximum of ten (10) feet to avoid monotony or to accommodate unique site conditions including the preservation of old growth trees. SECTION 9 SIDE YARD SETBACKS The minimum side yard shall be 15 feet. The Town Manager or his /her designee may approve a reduction of the required setback by a maximum of five (5) feet to accommodate unique site conditions including the preservation of old growth trees. SECTION 10 SLOPE REQUIREMENTS The height of non - residential structures within the PD District shall not be limited based on any adjacency to (i) a residential lot (whether such residential lot is located inside or outside of the PD District), or (ii) any roadway. All non - residential structures must be shown on an approved concept plan are exempt from height limitations. SECTION 11 SIGNAGE REQUIREMENTS Section 11.1 Signs The UDC and the Westlake Code of Ordinance shall govern all signage other than signage shown on the approved Concept Plan Section 11.2 Exceptions to sign regulation. Signs shown on the approved Concept Plan are exempt from regulation in the UDC. SECTION 12 LANDSCAPE REQUIREMENTS Section 12.1 Landscape requirements for residential home sites. 1. Shrubs or flower beds shall be located in flower beds along the foundation line of all structures, except where paving is adjacent to the structure, and must extend away from the foundation a minimum of five (5) feet. No more than seventy -five percent (75 %) of the landscaped area of a front yard may be covered by grass. 2. The landscape requirements of the Roadway Landscape Zones contained within the UDC are applicable to all residential lots within this Planning Area. 3. Lots that have rear yards facing Dove Road or FM 1938 shall have a minimum of two (2) large trees and two small trees per lot in each rear yard. The Town Manager or his /her designee may waive this requirement if adequate landscaping within the Common Open Space between the lot and the roadway is in place. 7 Section 12.2 Landscape requirements for Common Areas 1. Landscaping shown in the common areas on the Concept Plan shall be installed and maintained by the Developer or the Home Owners Association. 2. The Developer shall install and maintain all of the amenities and improvements contained in the FM 1938 Streetscape Plan along the portion of FM 1938 that abuts the PD1 -3 Planning Area. 3. Parking spaces within the common areas for Trail Head or other public use shall be screened adjacent property or right -of -way. Landscaping and or berms shall create a solid screening thirty (30) inches high between the parking area and any adjacent street. SECTION 13 LIGHTING STANDARDS All exterior lighting shall be subdued and indirect and comply with Town ordinances as well as follow Dark Skies Design Guidelines. Nuisance lighting and or glare must be avoided. THE OBJECTIVE OF THE REGULATION OF OUTDOOR LIGHTING IS TO PRESERVE THE NIGHT TIME DARK SKY BY MIMIMIZING THE AMOUNT OF EXTEROR LIGHTING. TO UTILIZE LOW INTENSITY INDIRECT LIGHT SOURCES TO THE EXTENT REQUIRED FOR SAFETY AND SUBTLE DRAMA, TO ACHIEVE OUTDOOR LIGHTING OF PLANT MATERIALS WITH HIDDEN LIGHT SOURCES. THE TOWN OF WESTLAKE SUPPORTS THE "DARK SKY" PHILOSOPHY AND HAS ADDITIONAL OUTDOOR LIGHTING REGULATIONS IN THE CODE OF ORDINANCES. Section 13.1 Street lighting. Street Lighting shall be located at all corners and intersections. Lights shall be low pedestal type fixtures with fully shielded light sources as approved by the Town. Section 13.2 Outdoor lighting regulations. The Outdoor Lighting regulations contained in the UDC are applicable to this Planning Area with the following additions: 1. Up- lighting shall be limited to lighting landscaping elements and shall be limited to 25 watt incandescent or equivalent lumens. 2. Building walls shall not be illuminated and light from landscape lighting may not illuminate building walls higher than four (4) above grade. 3. Floodlights are prohibited. Except as allowed in the UDC. 4. All light sources must be fully shielded from view from adjacent property or right -of- ways. Light sources of 25 watts incandescent or equivalent may be shielded with frosted or opaque glass. SECTION 14 BUILDING DESIGN ELEMENTS Section 14.1 Architectural Control Committee. An Architectural Control Committee shall be established that has approval authority over house designs prior to submittal for permitting. The committee shall have at least one member appointed by the Town Manager and at least one member appointed by the developer. The member appointed by the Town Manager may approve variances to any of the Building Design Elements if he /she feels that the intent of the ordinance has been met. Section 14.2 Roofs. Roofing materials shall be limited to concrete or clay tile, slate, architectural or laminated 35 year warrantied composite shingles, standing seam metal (as accent roof projections not exceeding 200 sq. fl. or other materials with similar appearance if approved by the Town. No more than two houses on adjacent lots, fronting on the same street, may have the same type and color roof material. No more than two houses on adjacent lots may have the same roof pitch unless one or both roofs have multiple pitches. Roof slope for the main structure and garage shall have a minimum roof pitch of 8:12, unless otherwise approved by the Architectural Control Committee. This minimum pitch shall be used on all roofs except Tuscan and Mediterranean style homes which can have a minimum of 4:12 roof pitch. Roof design shall include offsets and dormers to break up large expanses of roof area. Section 14.3 Exterior Walls. Exterior walls shall have horizontal and vertical articulation or architectural features on all elevations. Acceptable exterior wall materials: Brick Stone Cast Stone Stucco — 3/4 inch thick minimum. Siding of any type is prohibited for use on walls or chimneys. Exterior wall coverings shall make changes at inside corners only. Every elevation shall have a minimum of two wall materials or textures. Single wall covering materials may be approved if architectural features, wall offsets, and enhanced trim around openings are utilized to limit continuous blank wall areas.. Walls shall not exceed thirty feet in length without an offset of two (2) feet or more unless the wall area is broken up by architectural elements such as ornate masonry work, changes in construction material, or openings for windows or doors that are trimmed and recessed a minimum of three (3) inches. Section 14.4 Parking. Every house must have a minimum of three enclosed parking spaces. Section 14.5 Exterior doors and windows. All doors and windows other than those within court yards shall be recessed a minimum of three inches. E Windows shall be wood or vinyl and those visible from off -site shall have wood or vinyl mullions or muntins. Primary Entry Doors shall vary in design from house to house. If the same door is used on houses within the same block, trim, accents or other architectural enhancements shall be used to create a diverse appearance and maintain the appearance of a custom home neighborhood. Garage doors shall be made of sectional wood or be wood clad. Aluminum or fiberglass doors are prohibited. Garage doors shall be recessed a minimum of six inches. Front facing garage doors are allowed if located further back on the lot than the side - facing garage portion, are in a motor court setting and behind a gate that extends over the driveway. Section 14.6 Mechanical equipment screening All mechanical equipment and pool equipment shall be completely screened from view from adjacent properties or right -of -way. Screening may include landscaping provided the plant sizes are sufficient to provide seventy -five percent screening at building final. Section 14.7 Accessory buildings Architectural design, wall coverings and roof materials for accessory structures shall be similar to those used on the primary structure Section 14.8 Driveways and sidewalks All driveways and sidewalks and parking areas shall be made of concrete, stone or pavestone. Concrete shall have an exposed aggregate finish, salt finish, or be stamped and stained. All paving shall be a minimum of one foot from any adjacent property line. Section 14.9 Fencing and gates. All fencing shall be masonry or decorative metal. Posts shall have decorative caps. SECTION 15 UTILITIES AND DRAINAGE Section 15.1 Utilities offsite. Water and sewer utilities for this site are provided by the Town of Westlake. Off -site water and sewer line extensions as well as drainage improvements needed to serve the site are the responsibility of the developer. Section 15.2 Franchise Utilities. All on -site electric utility lines, new or existing, shall be placed underground. All above grade equipment approved by the Town to be placed above grade shall be screened from view as approved by the Town. All exclusive franchise utility easements shall be identified on the preliminary plat and must be approved by the Town. Section 15.3 Drainage. The post development drainage run -off quantities leaving the site shall not exceed post development drainage run -off quantities. This section is applicable to the subdivision as a whole and to any portion of a buildable lot that drains on to or across another buildable lot. 10 Exception: Lot to lot drainage run -off is not limited if it is contained within underground piping. ARTICLE IV. FIGURES ARTICLE V. EXHIBITS EXHIBIT A -1 Legal Description of PD District EXHIBIT A -2 Boundary Map EXHIBIT 2 PD Concept Plans EXHIBIT A -1 Legal Description of PD District LEGAL DESCRIPTION TRACT 2A 84.28 Acres BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, the W. Medlin Survey, Abstract No. 1958, Tarrant County, Texas and being a portion of Tract 2 as described in the Special Warranty Deed to MAGUIRE PARTNERS — SOLANA LAND, L.P. as recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: 11 BEGINNING at a 5/8 inch iron rod found with " Huitt- Zollars" cap at the southwest corner of Lot 1, Block 3, Westlake /Southlake Park Addition No. 1, an addition of the Town of Westlake, Texas as recorded in Volume 388 -214, Page 78 of the Plat Records of Tarrant County, Texas; THENCE North 89 degrees 57 minutes 44 seconds West a distance of 200.93 feet to a point for corner from which a 1 inch iron rod found bears North 59 degrees 11 minutes 44 seconds West a distance of 0.35 feet; THENCE North 00 degrees 20 minutes 49 seconds West a distance of 45.01 feet to a 5/8 inch iron rod found with cap stamped " Huitt- Zollars "; THENCE North 89 degrees 39 minutes 10 seconds West a distance of 462.17 feet to a 1/2 inch iron rod found with Graham cap on the northerly right -of -way line of Dove Road as described in Dedication Deed to the Town of Westlake as recorded under Instrument No. D208427746, Deed Records of Tarrant County, Texas; THENCE along the northerly right -of -way line of Dove Road the following: North 00 degrees 19 minutes 57 seconds West a distance of 22.57 feet to a 1/2 inch iron rod found with Graham cap; North 89 degrees 24 minutes 50 seconds West a distance of 790.52 feet to a 1/2 inch iron rod found with Graham cap at the beginning of a non - tangent curve to the right having a central angle of 09 degrees 15 minutes 02 seconds, a radius of 1,047.14 feet and being subtended by a chord which bears North 84 degrees 42 minutes 50 seconds West a distance of 168.88 feet; Along said curve to the right an arc distance of 169.06 feet to a 5/8 inch iron rod set with Huitt- Zollars cap at the end of said curve; North 80 degrees 10 minutes 28 seconds West a distance of 36.09 feet to a 1/2 inch iron rod found with Graham cap at the beginning of a non - tangent curve to the right having a central angle of 08 degrees 51 minutes 19 seconds, a radius of 154.38 feet and being subtended by a chord which bears North 39 degrees 37 minutes 29 seconds West a distance of 23.84 feet; Along said curve to the right an arc distance of 23.86 feet to a 5/8 inch iron rod set with Huitt- Zollars cap at the end of said curve, said point being on the easterly right -of -way line of Precinct Line Road as described in said Dedication Deed to the Town of Westlake and being the beginning of a non - tangent curve to the left having a central angle of 08 degrees 26 minutes 37 seconds, a radius of 1,782.50 feet and being subtended by a chord which bears North 04 degrees 17 minutes 41 seconds East a distance of 262.45 feet; Thence along the easterly right -of -way line of Precinct Line Road, the following: Along said curve to the left an arc distance of 262.68 feet to a 1/2 inch iron rod found with Graham cap at the end of said curve; North 00 degrees 07 minutes 18 seconds East a distance of 1,301.73 feet to %2 inch iron rod found with Graham cap at the beginning of non - tangent curve to the right having a central angle of 35 degrees 56 minutes 14 seconds, a radius of 1,267.50 feet and being subtended by a chord which bears North 18 degrees 08 minutes 14 seconds East a distance of 782.04 feet; Along said curve to the right an arc distance of 795.01 feet to a t/2 inch iron rod found with Graham cap at the end of said curve; North 36 degrees 04 minutes 07 seconds East a distance of 138.75 feet to 1/2 inch iron rod found with Graham cap at the beginning of a non - tangent curve to the right having a central angle of 06 degrees 53 minutes 02 seconds, a radius of 49.50 feet and being subtended by a chord which bears North 39 degrees 28 minutes 33 seconds East a distance of 50.37 feet; Along said curve to the right an arc distance of 50.40 feet to a %2 inch iron rod found with Graham cap at the end of said curve; 12 North 43 degrees 01 minutes 31 seconds a distance of 59.51 feet to a' /2 inch iron rod found with Graham cap at the beginning of a non - tangent curve to the left having a central angle of 06 degrees 52 minutes 41 seconds, a radius of 255.50 feet and being subtended by a chord which bears North 39 degrees 28 minutes 33 seconds East a distance of 30.65 feet; Along said curve to the left an arc distance of 30.67 feet to a 5/8 inch iron rod set with Huitt- Zollars cap at the end of curve; North 36 degrees 03 minutes 35 East a distance of 329.53 feet to a %2 inch rod found with Graham cap; North 81 degrees 03 minutes 49 seconds East a distance of 21.21 feet to a' /2 inch iron rod found with Graham cap, said point being on the southerly right -of -way line of Kirkwood Boulevard as described in said Dedication Deed to the Town of Westlake; THENCE along the southerly right -of -way line of Kirkwood Boulevard, the following; South 54 degrees 05 minutes 31 seconds East a distance of 123.12 feet to a %2 inch iron rod found with Graham cap at the beginning of a non - tangent curve to the right having a central angle of 46 degrees 48 minutes 17 seconds, a radius of 735.60 feet and being subtended by a chord which bears South 30 degrees 31 minutes 48 seconds East a distance of 584.34 feet; Along said curve to the right an arc distance of 600.91 feet to a 1/2 inch iron rod found with Graham cap at the end of said curve; South 07 degrees 14 minutes 24 seconds East a distance of 2.72 feet to a %2 inch iron rod found with Graham cap at the beginning of a non - tangent curve to the left having a central angle of 44 degrees 45 minutes 39 seconds, a radius of 932.50 feet and being subtended by a chord which bears South 29 degrees 29 minutes 44 seconds East a distance of 7 10. 11 feet; Along said curve to the left an arc distance of 728.49 feet to a %2 inch iron rod found with Graham cap at the end of said curve; South 51 degrees 46 minutes 54 seconds East a distance of 230.66 feet to a' /2 inch iron rod found at the beginning of a non - tangent curve to the right having a central angle of 19 degrees 15 minutes 50 seconds, a radius of 400.00 feet and being subtended by a chord which bears South 42 degrees 14 minutes 31 seconds East a distance of 133.86 feet; Along said curve to the right an arc distance of 134.49 feet to a %2 inch iron rod found with Huitt- Zollars cap at the end of said curve; THENCE departing the southerly right -of -way line of Kirkwood Boulevard, South 00 degrees 00 minutes 00 seconds East a distance of 1475.04 feet to the POINT OF BEGINNING and containing 84.28 acres of land, more or less. 13 ererQap en IYAiME PARTNERS r rri eeewear 3OUW4A1 LAW. 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CI c-.n j? ids + � 1 e , t • L I L -J r, r -J F 7;1 IL L L'rJ i L- - I j -. r PLC- ..frar.u+ �� IP/Ch1�Q't•Id OOIflIr{lCa.� ••,� .1 rrr�Yrrr,ur� �' � rvrrrJSw:.s crrtr' S ! zwom OLStilrprll0it P�fY- vb--im 2 +,r- SW.ffi Aa1 r - N 16 ` 'h: estIake of wesT Town Council TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Meeting Monday, January 28, 2013 Topic: Public Hearing and Consideration for Approval of an Ordinance Amending the Permitted Uses and Development Regulations of Planning District 1 -2 (PDI -2) Including Development Guidelines, Design Standards, Roadway Design Standards, Residential Development Standards, Signage Standards, and the Concept Plan With Phasing Identified for PDl -2 to Allow for a Mixed Use "Village" Planned Development on an 85 Acre (approx.) Tract Located at the Northeast Corner of FM 1938 (Davis Blvd) and Solana Boulevard. STAFF CONTACT: Tom Brymer, Town Manager DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 Funding: Amount - None Status - ®N /A Source - N/A Decision Alignment Strategy Map or VVM Connection Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome Sense of Place Customer Focus CF.Enhance and Maintain a Sense Community of Outcome Strategic Issue Staff Action Strategy Comprehensive Planning and N/A SA 09D1: Ordinances Management of Natural Resources Strategy Map or VVM Connection Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY Consideration of an amendment to the PD1 -2 planning area regulations, which include new land uses and development standards. Over the past few months, the Planning & Zoning Commission (P &Z) and the Town Council have participated in discussions as well as heard from interested residents as it relates to the proposed projects. A meeting was held on December 10, 2012, where the P &Z reviewed the zoning change request, with the item under consideration being tabled until the next P &Z meeting on January 22, 2013. The Town Council continued the public hearing and tabled consideration of these request until today's workshop discussion. Subsequently, during a special called Town Council workshop session held on January 7, 2013, the applicant appeared and discussed proposed changes to the concept plans and zoning requests. At this time, Mr. Moayedi and Mr. Blackard answered detailed questions from council members as to the changes for Vallecito where Council explored topics related to funding of the project, infrastructure components, composition of the commercial elements, and the mixed use concept for multi - family or homes within the project. The applicants also advised Council that they would continue to attend the private residential (in -home) meetings in our community to help the applicants understand the concerns of the residents. This zoning change request was heard at a Planning & Zoning Commission meeting held on January 22, 2013, at which time the applicant asked to table request number Z- 10 -01 -12 (Vallecito) during the workshop session. The request was reiterated during the regular meeting with limited discussion by the applicant. ORGANIZATIONAL HISTORY/RECOMMENDATION The property is currently zoned for office, hotel, governmental, health/fitness, and retail uses. The owner /applicant seeks an amendment to the PDl -2 Planning Area regarding the permitted uses to allow development of a mixed use planned development. This development will blend a wide range of various uses (offices, governmental, retail, restaurants, business services, medical services, establishments, conference center type meeting space, single family residential detached homes, villas, as well as multi - family uses (condominiums and flats, i.e. apartments), The proposed uses will utilize a design for a European style (Spanish) village tentatively named Westlake Vallecito. Applicant advises the estimated value of improvements for this tract will be approximately $500,000,000. Recommend approval per the staff report. ATTACHMENTS 1. Site Location Map 2. Staff Report 3. Ordinance Including Ordinance Exhibits a) Legal Description of PD District b) PD 1 -2 Concept Plan c) Westlake Vallecito Development Standards d) Westlake Vallecito Design Standards e) Westlake Vallecito Public Roadway Standards f) Westlake Vallecito Residential Development Standards g) Construction Phasing Plan (see Concept Plan) Page 2 of 2 TOWN OF WESTLAKE, TX ZONING CHANGE REQUEST STAFF REPORT TO PLANNING & ZONING COMMISSION /TOWN COUNCIL I. CASE INFORMATION Case No. Z- 10 -01 -12 Date: 12 -1 -12 Request: Applicant is requesting approval of the following: Zoning Amendment X (PD1 -2; PD -1, Planning Area 2) Concept Plan X Agenda Item: Public Hearing and Consideration for Approval of an Ordinance Amending the Permitted Uses and Development Regulations of Planning District 1 -2 (PD1 -2) Including Development Guidelines, Design Standards, Residential Development Standards, Roadway Design Standards, Signage Standards, and the Concept Plan With Phasing Identified for PD 1 -2 to Allow for a Mixed Use "Village" Planned Development on an 85 Acre (approx.) Tract Located at the Northeast Corner of FM 1938 (Davis Blvd) and Solana Boulevard. Development Name: Westlake Vallecito aka "the Village" Location: Subject property is an approximately 85 acre tract generally located at the northeast Corner of FM 1938 and Solana Boulevard. (Note: legal description of the subject property is included in the proposed ordinance, also see attached vicinity map). Owner: Maguire Partners - Solana Land, LP (Mehrdad Moayedi) Applicant: Jeffory D. Blackard Developer: Centurion American Development Group Acres: 85 acres (approx.) Proposed Use(s): A mixed use planned development that will blend a wide range of various uses (offices, governmental, retail, restaurants, business services, medical services, establishments, conference center type meeting space, single family residential detached homes, villas, as well as multi - family uses (condominiums and flats) using a design for a European style (Spanish) village tentatively named Westlake Vallecito. Applicant advises that estimated value of improvements on this tract per these proposed uses will be approximately $500,000,000. Page 1 of 10 Notice Requirements: Written notice was mailed to all property owners within 200 feet as required by Town Ordinance. Additionally, written notice of this request was mailed to the Glenwyck and Vaquero HOA /s, Carroll, ISD, as well as the Town of Trophy Club (note: Trophy Club's notice was to comply with the Memorandum of Understanding we have with them and Roanoke to advise each other about development activity along the SH 114 corridor in our respective communities.) Information, including this staff report, as well as all materials furnished on this request contained in the Town Council's and /or Planning & Zoning Commission's agenda packets, was placed on the Town's web site. Also, an email blast will also be sent out to Town residents (on the Town's email list) advising them of this pending request for zoning. II. STAFF REVIEW COMMENTS 1. General Information /Proposed Uses: This agenda item is consideration of an Ordinance amending the permitted uses and development regulations of newly established Planning Area 2 (PD1 -2) to allow for a mixed use planned development at this location as well as adopt a Concept Plan for this development. The subject site is approximately 85 acres located at the northeast corner of FM 1938 (Davis Blvd) and Solana Boulevard. Subject site is bounded on the south by Solana Boulevard, on the west by FM 1938 (Davis Blvd), on the north by SH 114, and to the east by a Solana office park development that is part of the PD1 -1. As indicated, this site is the newly established PD1 -2 Planning Area 2 which formerly had been a part of PD -1 commonly referred as Solana. This mixed use planned development is tentatively named Westlake Vallecito. It will blend various uses requested (which include office, governmental, retail, restaurants, conference center type meeting space, hotel, single family residential detached, villas, as well as multi - family uses, i.e. condominiums and flats; note: these proposed permitted uses are set out in greater detail in the ordinance document), and configure them in a harmonious manner around a large water feature, plazas, an amphitheater, towers, as well as and other common area design features and open space. The intended design result is to achieve a unique sense of place via a European (Spanish) village where people can gather, live, work, entertain, shop, and recreate. The Ordinance amending the permitted uses and development regulations of this newly established Planning Area 2 (PD1 -2) to allow for a Mixed Use Planned Development at this location includes: • Development Guidelines for Planning Area 2, PD1 -2 • Design Standards for Planning Area 2, PD1 -2 • Residential Standards for Planning Area 2, PD 1 -2 Page 2 of 10 • Roadway Design Standards for Planning Area 2, PD 1 -2 • Concept Plan for Planning Area 2, PD 1 -2 2. Conformance with Comprehensive Plan: The proposed use is consistent with the Town's comprehensive plan as amended. It should be noted that some (but not all) of the uses (office and some retail) were previously contained in the PD -1 Planning District from which PD1 -2 was created. 3. Existing Zoning Compared to Proposed Amended Uses: As noted above, the PD -1 District permitted uses include some of the uses proposed in this request (office, parking garages, hotel, health industry related uses, and some retail). However, with the newly established PD1 -2 Planning District, this proposed amendment to the Zoning Ordinance would provide for additional uses in the PD1 -2 District (which are not in the PD -1). The proposed PD1 -2 uses are consistent with a mixed use planned development designed to create a European style (Spanish) village (tentatively named Westlake Vallecito). The proposed uses for PD1 -2 include: medical offices, office, governmental, retail, restaurants, business service establishments, hotel, conference center type meeting space, and various residential uses. The various residential uses proposed for PD1 -2 would include single family residential detached homes, villas, as well as multi - family uses (age restricted flats, condominiums, and flats that are not age restricted, i.e. apartments). 4. Concept Plan and Development Standards: a. Concept Plan. The purpose of the Concept Plan is to provide an overall general design layout that shows the intended uses (buildings) and their proposed location as well as location of streets, water feature, and open space areas. The Concept Plan also sets out the phasing for this development. The Concept Plan is intended to guide the preparation of the site plan for the 6 phases and the order in which these phases occur. The site plan is a more detailed document, which will come forward for approval consideration along with a preliminary plat at a subsequent date. The applicant's Concept Plan, if approved, becomes part of the proposed zoning ordinance establishing the use and development regulations for this for this PD1- 2 planning district. The Concept Plan shows placement of an estimated approximate 3.2 million square feet of buildings on the subject tract with an estimated value of $500,000,000, as well as various public /common areas and water features for this site, all of which are designed to integrate, flow together and work harmoniously as a village, or in planning parlance, a mixed -use development. While the applicant has indicated that they wish to make use of the site's natural beauty with its topographical variation (i.e. - rolling terrain), Page 3 of 10 extensive improvements will be made to it after zoning is determined. The improvements contemplated on the site are extensive and include many landscape and water features as well as streets and other infrastructure. Construction of these improvements are planned by the applicant to be funded by a public improvement district (PID), created under State law and approved by the Town, but creating no financial obligation for the Town, i.e. the Town will not be responsible for repayment of the PID bonds, rather the PID bonds will be paid solely through assessments on the improvements inside and only inside the development. PID's are a commonly used economic development tool used by municipalities to facilitate a community development while not burdening the municipality financially. b. Development Standards. The Development Standards for this Planning District intend to establish standards to achieve the goal of a site design that creates community with a balanced sustainable mix of uses blended as a village. According to these Development Standards, buildings are multi -use and follow the size, scope, scale and variety of a small European village. Further, the Development Standards intend to promote an efficient pedestrian access network between residential and non- residential uses. The physical relationship between the development, adjacent properties, public streets, neighborhoods, and the natural environment is created by: • Site design that mimics the efficient pedestrian patterns that have evolved in European villages • High quality street and sidewalk- oriented environments that support pedestrian mobility and are appropriate to the roadway context • Ensuring large sites are developed in a manner to support and encourage connective, cohesive visual identity, and attractive street scene Key design elements have been identified in these Development Standards which are intended to achieve this type of development. They are: 1.) centrally located parking areas, 2.) use of structured parking, 3.) variety of building size and shape, 3.) building size and shape variety, 4.) orientation of buildings to other buildings and the street, 5.) multiple building faces (4 -sided building design), 6. pedestrian friendly environment and 7.) use of public art as well as sitting and gathering spaces throughout. The Standards espouse being flexible enough "...for creative building solutions, while being prescriptive in areas necessary to preserve consistency throughout the development ". Key development features identified in the Development Standards include Plaza Mayor Vallecito, residential condos, hotel, single - family detached residences, town homes and /or office condos on the upper edge of the amphitheatre, condo Page 4 of 10 flats wrapping parking structures, bridges and water features, and landscaping as in a European village (not suburban commercial development type landscaping). 5. Proposed Design, Integration of Uses, Density, and Setbacks: a. Design and Integration of Uses. It should be noted that, while this is a mixed used development in terms of land use, it is unlike almost all other mixed use developments that staff is aware of (many of which are located in an urban core area or seek to replicate that experience). While it does incorporate multiple uses as many mixed use developments do, it incorporates multiple uses via the use of the "village concept ". Multiple types of uses are designed as village, configuring and integrating these uses in a harmonious manner around a large water feature, plazas, an amphitheater, bell tower, chapel, public buildings, as well as and other common area design features and open space. The outcome of such a design approach is to integrate these uses to achieve a unique sense of place as a European (Spanish) village where people can gather, live, work, entertain, shop, and recreate. This is a very different approach to the more traditional (in this country) Euclidian zoning approach that has been prevalent since World War II which sets land uses in separate districts, thus separating commercial and residential land uses, consequently largely separating the interaction of various population groups. b. Density and Setbacks. Because these multiple uses are integrated in the mixed use village -type fashion proposed, density is dealt with differently. While this development achieves higher density than a typical single family residential development (in many cases there are no building setback requirements as in a traditional zoning districts), the visual impact of this density is different because density is impacted positively by presence of significant open spaces and gathering spaces into the design (see the proposed Concept Plan), thus integrating the uses. These open spaces, typical of a village, include water features, plazas, amphitheater, bell tower, public art, chapel, public buildings, as well as and other common area design features. There is more than one type of residential use proposed. The residential uses vary in number as follows: Single Family Residential Detached 12 units Townhomes /Condos (fee simple owner occupied) 121 units Age Restricted Apartments (age 55 plus) 289 units Flats (apartments) 137 units Total 559 units Page 5 of 10 The proposed ordinance also contains Residential Development Standards that establish the various classification of residential housing, types of residential uses, the number of units, location, square footage, and residential lot ad valorem value. This also distinguishes between residential uses that are owner occupied and non - occupied. Other development often uses Floor Area Ratio (FAR) to regulate density. FAR is the ratio of a structure's square footage to the pad site. With this proposed Ordinance, the zoning would not utilize FAR to regulate density, but would limit density by height restriction and lot size. c. Design Guidelines, Building Design, and Architecture. The Design Guidelines establish design principles for PD1 -2 that shape building design including building massing, scale and rhythm, architectural elements, entrances, fagade treatments, lighting, signage, and streetscape. d. Sign Regulations. Sign regulations proposed in the Sign Standards are the same as used on Planning Districts covering what is known as the Circle T Ranch in Planning District 3 -4. Additionally, the Design Guidelines speak to signage in this development as well. 6. Financial Impact Analysis. Impact on public services in terms of services required by this proposed use, compared to revenues it generates, has been analyzed. Impact on infrastructure is addressed in other places in this report. 7. Utilities: Water and sewer utilities are to be provided by the Town and service is available to the subject site. Any dedication of water and sewer easements for public lines will be dealt with at the time of preliminary plat approval. All on -site and any off -site water and sewer improvements necessary to serve the development are the developer's responsibility. 8. Access /Site Boundary Streets /Thorouahfare Plan: The subject tract is served by SH 114, FM 1938 (Davis Boulevard), and Solana Boulevard. FM 1938 is classified as a major collector by the Town's approved thorough fare plan in the Approved Comprehensive Plan, while Solana Boulevard is classified as collector. FM 1938 is recently improved and was designed with the capacity to serve this site. Streetscaping along side of the site adjoining FM 1938 will need to comport to the Town's FM 1938 Streetscape Plan. Solana Boulevard adjoining the south side of this tract presently is constructed only as one -half of a future 4 lane divided (median) Page 6 of 10 roadway. As such, the northern 2 lanes of Solana Boulevard will need to be constructed adjacent to this tract to provide adequate safety, traffic movement, access and capacity to serve this site on its south side. Solana Boulevard improvement will be a requirement stipulated in a development agreement that will be approved at the time of the site plan /plat approval (which will be considered done at a future date). The applicant has prepared a traffic impact analysis of their development that staff has used as a part of making these determinations. Streets internal to this newly established PD1 -2 Planning District will be laid out and established through the site plan and platting approval process at a future date, at which time determinations will be made as to their location, capacity, and status as public or private streets. All streets, public or private, within the development will meet the Town's design standards including the Roadway Design Standards included in this Ordinance. If streets are to be public, they will be dedicated by plat. Ingress /egress points (driveways) to the site are shown on the concept plan, but will be finalized at the time of site plan approval. Ingress /egress is shown on FM 1938 and Solana Boulevard. There is no ingress /egress point proposed to SH 114 on the north side of the site shown as on the Concept Plan (this is controlled by TxDOT and involves much utility relocation if a driveway point was pursued for this site to SH 114). 9. Infrastructure (Generallvl / Roadwav Desian Standards /Drainaae: a) Infrastructure (Generally). The applicant has submitted a Concept Plan for the proposed use on the proposed PD1 -2 site which is attached and becomes part of the proposed zoning ordinance establishing the use and development regulations for this planning district. The Concept Plan shows not only the placement the buildings that represent the various uses, but also location of internal street infrastructure, ingress /egress points, as well as general location of various common areas and water features for this site. While the developer has indicated that they wish to make use of the site's natural beauty with its topographical variation (i.e. - rolling terrain), extensive improvements will be made to after zoning is determined. The improvements contemplated on the site are extensive and include many landscape and water features as well as streets and other infrastructure. These improvements are the developer's responsibility. The Town may, however, decide in the future to consider economic development tools, as allowed by State law, for certain aspects of site development (for example, the water feature). These economic development tools include a public improvement district (PID) or a tax increment reinvestment zone (TIRZ), that would be negotiated by separate Page 7 of 10 agreement. Further, these would be configured so there is no financial obligation on the Town's part. PID's and TIRZ's are a commonly used economic development tool used in situations like this by Texas municipalities Texas to facilitate a development while not burdening the municipality financially. b) Roadway Design Standards. All streets within the development, whether private or dedicated to the Town shall meet the Town's construction standards. Additionally, design standards regarding street widths, with and without parking for this development, would be established by the Roadway Design Standards adopted with this Ordinance. c) Drainage. Storm water run -off from the site as developed must meet the Town's standards and likely will make use of the water feature shown on the Concept Plan to meet those requirements. 10. Landscapina. Parkina and Streetscapina Reauirements: a. Landscaping and Parking. The Concept Plan does not show a detailed landscape plan or parking plan. A detailed landscape plan and parking plan will be required to be submitted at the time of site plan submittal when it is brought forward at a later date for consideration. Landscaping for this development is also described in the Development Standards for this development that would be adopted with the Ordinance. Landscape standards, as proposed in this Ordinance, would be different than in other zoning districts based on the unique nature of this development as a village. Parking as it relates to street design within the development is also described in the Design Guidelines for the development that would be adopted with the Ordinance. b. Streetscaping. A detailed streetscaping plan will be shown on the site plan. The development should comport on its FM 1938 perimeter with the Town's FM 1938 Streetscape Plan. Additionally, this development's entire perimeter streetscape is shown in general form on the Concept Plan (but will be developed in detail at the time of site plan submittal) and should integrate and transition well in terms of aesthetics with any development that occurs at the southeast corner of FM 1938 and Solana Boulevard. The site's perimeter streetscaping should also include a short (less than 6 foot in height) masonry wall (so the village is visible from FM 1938 and Solana Boulevard). Also, streetscape design internal to the development is Page 8 of 10 established within the Design Guidelines that would be adopted with the Ordinance. 11. Pedestrian Circulation and Trail- Sidewalk Connectivity Both Internally and Along the Site Perimeter: The applicant's concept plan indicates a heavy emphasis on pedestrian circulation within the tract per the Concept Plan. Connectivity of this zoning district and site to the Town's public hike /bike trail should be contemplated by the applicant in their Concept Plan. Sidewalks and trails internal to the site will need to connect by access points to sidewalks, trails, or pubic rights -of -way on the perimeter of the site as well as to sidewalks or trails on adjacent tracts. All these considerations should be finalized at the time of site plan and preliminary plat consideration. The Concept Plan does show a pedestrian trail on their site running in a general east -west direction connecting the Solana office park to east with FM 1938. The trail is proposed in part to parallel the water feature at certain locations along its route through the development. This proposal meets the trail plan in the Town's Comprehensive Plan. 12. Open Space /Parkland Dedication Open space requirements as well as park land dedication fees shall be dealt with at site plan or platting unless otherwise agreed to by separate agreement approved by the Town Council. III. STAFF RECOMMENDATIONS Staff recommends approval of this zoning change request with the adoption of this Ordinance that includes the Ordinance (includes legal description of subject site), Development Guidelines, Design Standards, Residential Development Standards, Roadway Design Standards, and Concept Plan (with phasing) for Planning Area 2, PD1 -2. Further, Staff wishes to note the items identified above that will be dealt with at submittal of the site plan and /or preliminary plat for this development (note: this is not the final list of site plan and platting items, only those things identified in this report). These include: • Dedication of water and sewer easements for public lines. All on -site and any off -site water and sewer improvements necessary to serve the development are the developer's responsibility. Page 9 of 10 • Solana Boulevard additional lanes on south side of subject tract shall be constructed by the developer as stipulated in a development agreement to be executed at site plan /plat approval. • A detailed landscape plan and parking plan. • A detailed streetscaping plan will be shown with development's entire perimeter streetscape integrating and transitioning well in terms of aesthetics from any development at the southeast corner of FM 1938 and Solana Boulevard. • Sidewalks and trails internal to the site will need to connect by access points to sidewalks, trails, or pubic rights -of -way on the perimeter of the site as well as to sidewalks or trails on adjacent tracts. Page 10 of 10 PD1 -2 PLANNED DEVELOPMENT 1 PLANNING AREA 2 ORDINANCE NO. 692 AN ORDINANCE AMENDING THE COMPREHENSIVE ZONING ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS TO AMEND THE ZONING FOR AN APPROXIMATELY 85.9 ACRE TRACT OF LAND IDENTIFIED AS PLANNING AREA 2 OF THE PD1 PLANNED DEVELOPMENT DISTRICT (PD1 -2) GENERALLY LOCATED IN TARRANT COUNTY, TEXAS; FROM THE USES PERMITTED IN THE "PD1" PLANNED DEVELOPMENT DISTRICT BEING, OFFICE, HOTEL, AND CONFERENCING, EDUCATIONAL, GOVERNMENTAL SPORTS AND HEALTH CLUB, AND RETAIL USES, TO MIXED USE "VILLAGE" WITH RETAIL, OFFICE, COMMERCIAL, RESIDENTIAL, HOTEL, GOVERNMENTAL, AND ENTERTAINMENT USES; DEFINING CERTAIN TERMS; DESCRIBING AND INTERPRETING THE PD CONCEPT PLAN; REGULATING PERMITTED USES, HEIGHT, LOT SIZES, BUILDING LINES, MINIMUM FLOOR AREA, PARKING, LANDSCAPING, DRAINAGE AND OTHER DEVELOPMENT STANDARDS AND; PROVIDING A SAVINGS CLAUSE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on August 24, 1992, the Town Council adopted a Comprehensive Plan (the 1 992 Comprehensive Plan ") for the Town; and WHEREAS, on November 16, 1992, the Town Council (sometimes referred to as the "Council ") of the Town of Westlake, Texas (the "Town "), adopted a Comprehensive Zoning Ordinance (the "Zoning Ordinance "); and WHEREAS, the Zoning Ordinance has been amended by the Council after receiving recommendations from the Planning and Zoning Commission (the "Commission "); and WHEREAS, on September 15, 1997, based on the recommendations of the Commission, the Board amended the Zoning Ordinance and the subdivision regulations by the adopting of a Unified Development Code (the "UDC ") for the Town; and WHEREAS, there is located within the corporate limits of the Town an approximately 85.9 acre tract of land (commonly known as Planning Area 2 of the PD 1 zoning district being the portion of the PD zoning district bounded by Solana Boulevard to the south, FM 1938 to the west, and SH 114 to the north); and WHEREAS, because of the size, location, and natural features of the Planning Area and the Town's need for public infrastructure, amenities, and services, the Town has a critical interest in the development of the Planning Area and is encouraging such development to the highest possible standards of quality consistent with the Town's long -term development vision; and WHEREAS, because of improvements to FM 1938, further urban growth throughout the region, and other changed conditions that affect the region, the Town believes there are unique and significant opportunities for new and unique mixed -use development within the Planning Area that will be consistent with the Town's long -term development vision; and WHEREAS, the suitability of the Planning Area for such planned uses can be enhanced through modifications to the development regulations governing the Planning Area, including modifications to the zoning, subdivision and other standards otherwise applicable under the UDC; and WHEREAS, the economic development and land use planning objectives of the Town will be furthered by the establishment of PD 1 -2; and WHEREAS, the Commission and Council held a public hearing upon the application of Centurion American to amend the Comprehensive Plan to establish PD 1 -2 and approve zoning for PD 1 -2 on December 10, 2012 after written notice of such hearing having been sent to owners of real property being within 200 feet of the property and notice being published in a newspaper of general circulation in the Town, all in accordance with law; and WHEREAS, upon the recommendation of the Planning and Zoning Commission, the Town Council of the Town of Westlake, Texas, is of the opinion that it is in the best interests of the town and its citizens that the amendments (Exhibit "2 ") to the Westlake Code of Ordinances should be approved and adopted; and WHEREAS, the Council believes that the interests of the Town, the present and future residents and citizens of the Town, and developers of land within the Town are best served by adopting this Ordinance, which the Council has determined to be consistent with the 1992 Comprehensive Plan, the Thoroughfare Plan, and Open Space Plan, all as amended; NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the recitals set forth above are hereby incorporated herein, adopted by the Town and declared to be true and correct. SECTIOION 2: That the Comprehensive Zoning Ordinance of the Town of Westlake, Texas, Ordinance No. 202 as amended by Ordinance 588, is hereby amended by this PD Ordinance by amending the Planned Development District PD 1, Planning Area 2 (PD 1 -2) within the property described in Exhibit 1 attached hereto by reference for all purposes. This Planning Area will be subject to the concept plan, development standards and other regulations attached hereto as Exhibit A. SECTION 3: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same would have been enacted by the Town Council of the Town of Westlake without the incorporation in this Ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 4: That all provisions of Ordinance not hereby amended shall remain in full force and effect. SECTION 5: That this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. SECTION 6: That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the Town of Westlake, and upon conviction shall be punishable by a fine not to exceed the sum of Five Hundred ($500.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 7: This ordinance shall take effect immediately from and after its passage as the law in such case provides. PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 10' DAY OF DECEMBER 2012. MAYOR ATTEST: Town Secretary APPROVED AS TO FORM: Town Attorney EXHIBIT A PD1 PLANNING AREA 3 (PD1 -3) SINGLE FAMILY RESIDENTIAL ARTICLE I. GENERAL PROVISIONS 2 SECTION l SHORT TITLE ............................................................................. ..............................2 SECTION 2 PURPOSES ................................................................................... ..............................2 SECTION 3 GENERAL DEFINITIONS .......................................................... ..............................2 SECTION3.1 USAGE ........................................................................................ ..............................2 SECTION 3.2 WORDS AND TERMS DEFINED ................................................... ..............................2 SECTION 4 PD SUPPLEMENT ....................................................................... ..............................3 SECTION 5 APPLICABILITY OF EXISTING REGULATIONS ................. ..............................3 SECTION 5.1 APPLICABLE TOWN ORDINANCES ................................... ..............................3 SECTION 5.2 GENERAL APPROVAL CRITERIA ............................................... ..............................3 SECTION 6 CONCEPT PLAN, DEVELOPMENT PLANS, AND SITE PLANS ........................4 SECTION 6.1 PD CONCEPT PLAN .................................................................... ..............................4 SECTION 6.3 PD SITE PLANS .......................................................................... ..............................4 ARTICLE I. GENERAL PROVISIONS ............................................................... ..............................5 SECTION 1 LAND USE SCHEDULE .............................................................. ..............................5 SECTION 2 ACCESSORY USES AND STRUCTURES ................................ .............................13 ARTICLE III. DEVELOPMENT STANDARDS ................................................. .............................13 SECTION 1 DENSITY ..................................................................................... .............................14 SECTION 3 MINIMUM LOT WIDTH ........................................................... .............................14 SECTION 4 MAXIMUM BUILDING HEIGHT ............................................. .............................14 SECTION 5 MINIMUM BUILDING SIZE ..................................................... .............................14 SECTION 7 REAR YARD SETBACKS .......................................................... .............................15 SECTION 9 SLOPE REQUIREMENTS ......................................................... .............................15 ARTICLE IV. EXHIBITS ..................................................................................... .............................31 Page I i ARTICLE I. GENERAL PROVISIONS SECTION 1 SHORT TITLE This ordinance shall be known and may be cited as the 'Planned Development 1, Planning Area 2 ( "PD 1 -2 ") Village Planned Development Zoning District Ordinance." or simply as the "PD 1 -2 Ordinance ". SECTION 2 PURPOSES This PD Ordinance is adopted to establish a superior quality mixed use development with design features and planning elements reminiscent of European pedestrian scaled village. The Ordinance provides for the integration of vertical and horizontal mixed uses that allow commercial, retail, governmental, hotel, and entertainment uses as well as single family, townhome, condominium and high end multi - family residential uses on the property bounded by Solana Boulevard to the south, FM 1938 to the west, and SH 114 to the north, and to provide an appropriate transition between the intensity of the SH 114 Corridor to the north and the existing and anticipated residential development to the south. SECTION 3 GENERAL DEFINITIONS Section 3.1 Usage For purposes of this PD Ordinance, certain numbers, abbreviations, terms, and words shall be used, interpreted and defined as set forth in this Section. Other terms and words are defined elsewhere in this PD Ordinance. Unless the context clearly indicates to the contrary, words used in the present tense include the future tense, and words used in the plural include the singular. The word "shall" will be interpreted as mandatory, and the word "may" as permissive. Section 3.2 Words and Terms Defined Applicable Town Ordinances means the UDC and all other ordinances, rules, and regulations that are adopted by the Council at the time of the Adoption of this PD Ordinance and that are applicable to development within the PD District. Council means the Town Council of the Town of Westlake, Texas. Commission means the Planning and Zoning Commission of the Town of Westlake, Texas. Floor area ratio (FAR) means the ratio of floor area to lot area. Floor area means the total area of all floors of all buildings on a lot or unified development site measured between the outer perimeter walls of the buildings excluding (i) area in a building or in a separate structure (whether below- or above - grade) used for the parking of motor vehicles, (ii) courts or balconies PAGE 2 OF 38 open to the sky, and (iii) roof area used for recreation. Lot area means the gross site area excluding only (a) public roadways shown on the PD Concept Plans, (b) public hike, bike, and equestrian trails shown on the PD Concept Plans; and (c) the Town edge landscape zone. Masonry means brick, stone, cast stone, concrete, EIFS, glass block, split -face concrete masonry unit, or other masonry materials approved by the Board. PD Concept Plan means any one or more of the drawings attached to this PD Ordinance and labeled "PD Concept Plan" (all of which plans are deemed part of the PD Concept Plan and this PD Ordinance). PD District means the Planned Development Zoning District or Planning Area established or amended by this PD Ordinance. PD Ordinance means this Planned Development Zoning District ordinance, including the PD Concept Plan. Planning means an area within a Planned Development zoning district, the boundaries of which have been approved by the Town, which may have Permitted Uses and Development Regulations that are only applicable to the Planning Area. Town means the Town of Westlake, Texas or the appropriate Town staff when designated as a reviewing agent. Town Manager means the Town Manager of the Town of Westlake or his /her designee. UDC means the Town's Unified Development Code, or the development related chapters of the Code of Ordinances as it exist at the time of the adoption of this PD Ordinance. SECTION 4 APPLICABILITY OF EXISTING REGULATIONS Section 4.1 Applicable Town Ordinances Except to the extent provided by the PD Concept Plan and this PD Ordinance, development within the PD1 -2 Planning Area shall be governed by the Applicable Town Ordinances. In the event of any conflict between (i) the PD Concept Plan and this PD Ordinance, and (ii) the Applicable Town Ordinances, the terms, provisions and intent of the PD Concept Plan and this PD Ordinance shall control. Except as provided below, in the event of any conflict between the UDC and the Applicable Town Ordinances, the terms, provisions and intent of the UDC shall control. Section 4.2 General Approval Criteria To the extent, if any, that the Applicable Town Ordinances (and, in particular, the subdivision regulations of the UDC) grant to the Council, the Commission, the Town Planner, or any other PAGE 3 OF 38 Town employee or consultant, the authority to approve any aspect of development within the PD District (including, but not limited to, preliminary or final plats or any aspect thereof or any agreements or permits related thereto) based on conformity with the Town's Comprehensive Plan, Open Space Plan, Thoroughfare Plan, Master Water and Sewer and Master Drainage Plans (or with the objectives, goals or policies of such plans), then such authority shall be exercised to the extent necessary to determine whether the aspect of development being approved is consistent with the PD Concept Plan, this PD Ordinance, and the objectives, goals, and policies of such plan and ordinance. SECTION 5 CONCEPT PLAN, DEVELOPMENT PLANS, AND SITE PLANS Section 5.1 PD Concept Plan The PD Concept Plan attached to this PD Ordinance consists of drawings and documents generally labeled as (1) "Concept Plan" and (2) "Concept Plan Key" Except as otherwise provided by this PD Ordinance, each of these drawings and documents are a part of this PD Ordinance, and all graphic depictions and Concept Plan details included in the Concept Plan Key are considered "regulatory" standards. The drawing labeled "Concept Plan" identifies the general boundaries of the PD District. The exact boundaries of the PD District are shown on the metes and bounds description attached hereto as Exhibit 1. Any information shown on this drawing that is outside the boundaries of the PD District is not considered part of the PD Concept Plan or this PD Ordinance and does not bind or otherwise affect development within the PD District. Section 5.2 PD Development Plan If the board requires, as a condition of establishing the PD district and approving a PD concept plan, that PD development plans be submitted prior to submittal of a PD site plan, a PD development plan may be prepared and submitted for the entire development at one time or for individual phases of development. Each plan shall be submitted in 15 copies to the town manager or his designee. Each PD development plan shall be accompanied by (i) a development plan informational statement and (ii) a preliminary drainage study for the area covered by the proposed plan. If deemed necessary by the town manager, the applicant for a PD development plan shall also submit an updated traffic impact analysis prior to Commission action. A PD development plan may be used where the developer requests or the board requires certain standards for the PD district to be specified after initial establishment of the PD district, and constitutes an amendment to the approved PD concept plan and PD Ordinance. A PD development plan includes more detailed information as to the specific land uses and their boundaries. The purposes of a PD development plan are to allow flexibility in the development process by deferring specification of all development standards at the time of PD district creation and to enable developers to satisfy conditions imposed on creation of the district prior to submittal of a PD site plan Section 6.3 PD Site Plans A PD site plan is mandatory and is the final step of the PD development process. The purposes of a PD site plan are to ensure that the development of individual building lots, parcels, or tracts PAGE 4 OF 38 within the PD district are consistent with the approved concept plan and development plan, if any, and to ensure that the standards applicable within the PD district are met for each such lot, parcel or tract. A PD site plan shall continue to be valid for a period of four years after it is approved by the commission; however, such period may be extended by the board. A PD site plan shall terminate at the end of such four -year period (or extended period if approved by the board) unless, within such period, a preliminary plat has been filed with the town for all of the land covered by such PD site plan. If a PD site plan terminates, development of the land covered by the terminated plan cannot occur until a new PD site plan has been approved for the land as provided by this article. SECTION 7 PARK LAND DEDICATION REQUIREMENTS No Park Land Dedication shall be required in this PD 1 -2. Trails and open space shall be designated on the Concept Plan and the Site Plan. Open Space may be 100% private, but must be publicly accessible. The trails and open space shall be owned and perpetually maintained by the Developer or his designee. ARTICLE II USES SECTION 1 LAND USE SCHEDULE Buildings, structures, and land within the PDl -2 Planning Area shall be used only in accordance with the uses permitted in the following "Land Use Schedule ". The symbol "X" shall mean that the use is permitted as a principal use by right. The symbol "S" shall mean that the principal use is permitted only after first obtaining a "Specific Use Permit" as set forth in the UDC. The symbol "A" shall mean that this use is specifically permitted as an accessory use to a main use (this does not exclude other land uses which are generally considered accessory to the primary use). A blank square shall mean that the use is not allowed by right as a principal or accessory use. PD1 PLANNING AREA 2 (PD1 -2) — MIXED -USE DEVELOPMENT LAND USE SCHEDULE PERMITTED USES = Permitted, A= Aeeesso Use, S =SUP AGRICULTURAL USES Community Garden and /or Vineyards X Farms General (Crops) PAGE 5 OF 38 Farms General (Livestock, Ranch) Orchard S Plant Nursery (Growing) S Plant Nurse (Retail Sales) S Stables ( As a Business) Stables (Private Use) X Veterinarian (Indoor Kennels) Veterinarian (Outdoor Kennels) Wind Turbines RESIDENTIAL USES Detached Garage (Private) A Multifamily Apartment ( "Flat ") X Servants /Caretakers Quarters A Studio Efficiency ( living room, bedroom, kitchenette in single room) X Single Family Attached (Townhome, Brownstone) X Single Family Detached X Sport/Tennis Courts (Private) A Swimming Pool (Private) A Temporary Accommodation for Employees /Customers/Visitors A INSTITUTIONAL and GOVERNMENTAL USES Child Daycare (Private; 7 or more) S Child Daycare (Public; 7 or more) X Church or Place of Worship X Civic Club X PAGE 6 OF 38 Clinic X College or University S Community Center (Public) X Data Center A Electric Transformers X Electrical Substation S Emergency Ambulance Service (Governmental) X Fire Station X Government Building X Heliport /Helistop /Vertistop S Hospice S Hospital S Library X Nursing /Convalescent Home X Package and Mailing Service (Private) X Police Station X Post Office (Governmental) X Private Streets /Alleys /Drives X Psychiatric Hospital S Rehabilitation Care Institution X Retirement Home X School, K -12 (Private) S School, K -12 (Public) S School, Vocational X Telecom, Electric, Cable and Fiber Optic Switching Station, Network Op Center X PAGE 7 OF 38 Surgery Center – Overnight Stay N Use Associated with Religious Institution N Utility Distribution Lines (Buried) N' Utility Distribution Lines (Overhead) X' Utility Shop and Storage S Water and Sewer Pumping Station (above grade) S Water and Sewer Pumping Station (below grade) X Water, Sewer, Electric and Gas Meters N COMMERCIAL USES Accessory Building A Administrative, Medical, or Professional Office X Amphitheater – Public and/or Private A Antenna and/or Antenna Support Structure, Commercial Antenna and/or Antenna Support Structure, Non - Commercial Antenna (Stealth, Commercial —C) N Antique Shop and Used Furniture N Aquarium, Bird and / or Pet Shop N Artisan's Workshop Art Gallery and /or Studio N Assisted Living Facility N Athletic Fields, Public and/or Private (non lighted) X Athletic Fields, Public and/or Private (lighted) S Auto Parts Sales, Inside N Automobile Car Wash S Automobile Parkin Lot/Garage (Paid and/or Free) S Automotive Repair PAGE 8 OF 38 Bakery — Custom with onsite production X Ballroom X Bank, Savings and Loan, or Credit Union X Barber Shop and /or Beauty Salon X Bed and Breakfast Inn (less than 12 rooms) S Beer, Liquor & Wine Package Sales S Bell Tower w/ Residential, Retail, Office and other vertically- integrated uses X Boat Slips X Bicycle / Skateboard / Scooter Shop X Blacksmith Studio X Book or Stationery Store X Boat Slips X Building Material and Hardware Sales, (inside only) X Business Service X Butcher Shop — (Custom Meat Market) X Camera Store X Cafeteria (Private) A Candy — Confectionary Shop X Candy Shop with onsite production X Castle with adaptive re -use for Residential or any other approved use X Cathedral with adaptive re -use for Residential or any other approved use X Caretaker's /Guard's Residence X Chapel — Wedding Event Center X Children's Theater X Cigar and Tobacco Shop X PAGE 9 OF 38 Civic /Convention Center X Cobbler / Custom Boot Maker Studio X Coliseum (Public Amphitheater) with or without attached Residential Townhomes X Commercial Amusement, Indoor X Community Centers X Country Club X Conference Center X Convenience Store without Gas Pumps X Convenience Store with Gas Pumps S Custom Clothier with on -site Tailoring X Dance Hall S Dentist and /or Orthodontist X Department Store X Dress Maker with onsite production X Drug Store / Pharmacy / Compounding X Dry Cleaning & Press -Shop X Electronics Store and /or Hobby Shop X Farmer's Market (Indoor and/or Outdoor) S Film Developing & Printing X Firehouse with adaptive re -use into Residential or any other approved use X Florist X Fraternal Organization, Lodge, Fraternity, or Sorority S Furniture, Home Furnishings and Appliance Store X Glass Blower X Grocery Store X PAGE 10 OF 38 Gymnastics /Dance Studio X Hardware, Sporting Goods, toys, paint, wall paper X Health/Fitness Center and/or Salon X Home Occupation (no more than 250 sq. ft) X Hospital and /or Hospice X Hostel (up to 40 beds) X Hotel - Major X Hotel (Boutique in Plaza, on Water Front and/or Ship) X Household Appliance Service and Repair X Insurance Office X Jewelry Shop / Repair and /or Optical Goods Store X Laundromat Locksmith/Security System Company X Massage Therapy, Licensed X Micro - brewery and/or Wine Production (< 30,000 sq ft) S Mini - Storage Facility as Condo -wrap product on Structured Parking X Mobile Food Vendor S Multi- Purpose Event Center X Museum/Art Gallery X Musical Instrument Shop X Parking Structure A Performing Arts Center and/or Live Theater X Photography Studio X Print Shop, Minor X Private Club S PAGE 11 OF 38 Private Recreation Center X Public Water Feature (Lake, Moat, Waterway) X Real Estate Sales /Leasing Office X Restaurant or Cafeteria (Public) X Restaurant, Drive In S Retail Stores and Shops X Retail /Service Incidental Use X Salon X Signature Bridges X Ski Shop X Small Engine Repair Shop (no outside storage or display) X Spa, Swimming Pool, Tennis Courts (Public and /or Private) X Telecommunications Studio with Offices X Temporary Building A Theater, Neighborhood (up to 6 screens) X Theater, Regional (up to 24 screens) X Transit Stop X Travel Agency X Vineyard X Water Taxi / Lake Cruise X Wedding Chapel X Winer and/or Wine Bar S 1 Including Water, sewer, electric, gas, cable, telephone, fiber optic, and other public and private utility distribution lines 2 Limited to period of construction PAGE 12 OF 38 SECTION 2 ACCESSORY USES AND STRUCTURES An accessory use or structure which is customarily incidental to the principal use or structure, and is located on the same lot or tract of land, shall be permitted as an accessory use without being separately listed as a permitted use. SECTION 3 RESIDENTIAL USES AND UNIT COUNTS The Developer is limited to the Residential Use restrictions described in Exhibit 7 "Residential Use Summary Table ". SECTION 4 OTHER PRESCRIBED RESIDENTIAL USES Section 4.1 Residential Condos /Townhomes: The Developer may build Residential Condos and/or Townhomes as described in Exhibit 7 with the intent of these structures being to mimic the varied, attached residential component found naturally in a small European Village. Changes in massing of the structures are to be accomplished through the variety in the number of units per building and the orientation of the garage doors where applicable. 1. The Condo /Townhomes shall be built in clusters of no less than 2 units per contiguous building and no more than 18 units per contiguous building. Section 4.3 Single - Family, Detached Residences: The Developer may build up to 12 Residential Single - Family, Detached Residences within Westlake Vallecito. These homes shall range in size from 2,400 sq ft up to 12,000 sq ft. Section 4.5 Coliseum Town homes and /or Offices: The Developer may construct a ring of not more than 16 Residential Town homes and/or Office Condos along the upper edge of the Coliseum. Retail and commercial uses are permitted on the first floor. SECTION 5 OTHER PRESCRIBED COMMERCIAL/RETAIL USES Section 5.1 Outdoor Display of Merchandise 1. All outside display of merchandise shall conform to the following guidelines: a. All outside storage and/or display requires an outdoor display permit from the Town. b. All outside display will be limited to the normal business hours. b. A minimum clear unobstructed width of 48- inches measured from the curb shall be maintained on the public right -of -way /sidewalk. 2. The Town reserves the right to require the removal of any merchandise displayed outside on the public right -of -way /sidewalk that may be obtrusive, unsafe, or otherwise interfere with pedestrian traffic. ARTICLE III. DEVELOPMENT STANDARDS PAGE 13 OF 38 SECTION 1 DENSITY Section 1.1 Maximum Density and FAR: No FAR limitations are imposed by this Ordinance. Maximum density is a function of the scale, size and scope of each phase of the Village Development as prescribed within Exhibit 3 "Westlake Vallecito Development Standards" and Exhibit 6 "Westlake Vallecito Residential Development Standards" as well as the PD Concept Plan, the PD Site Plan, the Developer Agreement and height restrictions established in this Article III, Section 4. SECTION 2 MINIMUM LOT SIZE: Minimum lot size is 400 sq fl. SECTION 3: MINIMUM LOT WIDTH: There is no minimum lot width. SECTION 4: MAXIMUM BUILDING HEIGHT Section 4.1 The maximum height for all structures located within Westlake Vallecito is 735' Mean Sea level (MSL) or 105' above grade, whichever is lower. Section 4.2 The exceptions for this restriction shall be: 1. Architecturally - correct Bell Towers and Core Room Towers as depicted on the Concept Plan and the Site Plan. a. Bell Towers are designed for occupancy and are restricted to 220' above grade. Architectural Embellishments on the Bell Towers are not to exceed 25% of total Building Height. b. Core Room Towers are not to exceed 12 Stories above grade. c. Three -story Penthouses shall be allowed above Core Room Tower story restrictions. Section 4.3 All commercial floor space provided on the ground floor of a mixed -use building must have a minimum floor -to- ceiling height of twelve (12) feet. SECTION 5 MINIMUM BUILDING SIZE Section 5.1 The minimum building size shall be 800 square feet for residential unit (flat, condo, townhome, single - family- attached and/or single - family detached). Section 5.2 Minimum building size for any non - residential primary use structure shall be 400 sq fl. Section 5.3 Building size, as used in this section, shall mean heated and air- conditioned area. SECTION 6 FRONT YARD SETBACKS PAGE 14 OF 38 There shall be no minimum Front Yard Setbacks SECTION 7 REAR YARD SETBACKS There shall be no minimum Rear Yard Setbacks. SECTION 8 SIDE YARD SETBACKS There shall be no minimum Side Yard Setbacks except as to accommodate Building Code and Fire Code. SECTION 9 GARAGE SETBACKS Garages may not be set back between 5' and 25' from the street in order to avoid blocking sidewalks or pedestrian access SECTION 9 SLOPE REQUIREMENTS Section 9.1 The height of non - residential structures within the PD District shall not be limited based on any adjacency to (i) a residential lot (whether such residential lot is located inside or outside of the PD District), or (ii) any roadway. Section 9.2 All non - residential structures shown on an approved concept plan are exempt from slope - proximity requirements. SECTION 10 BUILDING DESIGN ELEMENTS The standards and criteria contained in this Section shall be the minimum standards for all new development. The regulations of this Section shall apply where the regulations of this Section conflict with the Town of Westlake Zoning Ordinance and/or Subdivision Ordinance. Section 10.1 Architecture All Permanent Structures to be erected within Westlake Vallecito shall follow the specific Westlake Vallecito Design Guidelines submitted as Exhibit 4 to this Ordinance. Section 10.2 Site Plan and Building Elevation Review Each Permanent Structure shall have a final Site Plan and Building Elevation review with the Town prior to issuance of the building permit. This review is to ensure compliance with Specific Design Guidelines, overall fit into Westlake Vallecito as it matures as a Village, and adherence to the spirit and intent of the foundational framework of a small, European Village. Changes that constitute a material change to the design guidelines will be considered a zoning change and subject to the required zoning change process. Section 10.3 Architectural Embellishments 1. Architectural embellishments not intended for human occupancy that are integral to the architectural style of the buildings, including spires, belfries, towers, cupolas, domes, and roof forms whose area in plan is no greater than 25% of the first floor foot print may PAGE 15 OF 38 exceed the height limits by up to twenty (20) feet provide such changes are reflected on the Site Plan and approved by Council. 2. Mechanical equipment, including mechanical /elevator equipment penthouse enclosures, ventilation equipment, antennas, chimneys, exhaust stacks and flues, fire sprinkler tanks, and other similar constructions may extend up to twenty (20) feet above the actual building height, provided that: 1) they are setback from all exterior walls a distance at least equal to the vertical dimension that such item(s) extend(s) above the actual building height, or 2) the exterior wall and roof surfaces of such items that are set back less than the vertical dimension above the actual building are to be constructed as architecturally integral parts of the building fagade(s) or as architectural embellishments as described above, and that such changes are reflected on the Site Plan and approved by Council. Section 10.4 Building Materials: 1. Only durable materials such as clay fired brick, natural and manufactured stone, granite, marble, EIFS (2nd floor and up only) and stucco shall be considered primary materials. Native Texas Stone Materials shall be of primary consideration in the building material selection process. 2. Primary materials shall comprise as least eighty (80) percent of each floor, exclusive of doors and windows. EIFS as a primary building material may only be used above the second floor of any structure. 3. Only primary building materials are allowed on the first floor, exclusive of doors, windows, and their accompanying frames. For purposes of this section, the first floor shall be at least nine (9) feet high. 4. Secondary materials used on a building facade are those which comprise less than a total of twenty (20) percent of an elevation area. Permitted secondary materials are all primary materials, aluminum or other metal, cedar or similar quality decorative wood, or other materials as approved by the Town Manager. 5. Four -Sided Building Design: All buildings shall be architecturally finished on all sides with the same materials, detailing, and features. Where the rear fagade does not face a public street, the architectural finish must match the remainder of the building in color only. Section 10.5 Building Entries 1. Main building entries shall be highlighted using such techniques as building articulation and/or entry canopies so they are obvious to pedestrians and motorists. 2. Each building and separate lease space at grade along the street edge shall have a functioning "Primary Entry" from the sidewalk. Corner entries may count as a Primary Entry for both intersecting street fronts. Section 10.6 Awnings, Canopies, Arcades, & Overhangs 1. Structural awnings are encouraged at the ground level to enhance articulation of the building volumes. PAGE 16 OF 38 2. The material of awnings and canopies shall be architectural materials that complement the building. 3. Canopies and awnings shall respect the placement of street trees and lighting. 4. All large canopies (i.e. gas stations, banks, etc.) that require structural columns for support shall have a minimum six (6) feet masonry or ornamental iron/steel (or other approved material) finish measured from the finished grade. Materials used on columns and canopies shall be complementary to the building Section 10.7 Building Articulation 1. That portion of the building where retail or service uses take place on the first floor shall be accentuated by including awnings or canopies, different building materials, or architectural building features. 2. Building facades fronting both streets and driveways should have massing changes and architectural articulation to provide visual interest and texture and reduce large areas of undifferentiated building fagade. Design articulation should not apply evenly across the building fagade, but should be grouped for greater visual impact employing changes in volume and plane. Architectural elements including projecting volumes, windows, balconies, loggias, canopies, pediments, and moldings that break up the mass of the building are encouraged. Section 10.8 Above -Grade Structured Parking 1. Where parking garages are within views of streets, openings in parking garages shall not exceed 75% of the fagade area. The portion of the parking garage that is visible from the street shall have an architecturally finished fagade compatible with the surrounding buildings. 2. Entries and exits to and from parking structures shall be clearly marked for both vehicles and pedestrians by materials, lighting, signage, etc., to ensure pedestrian safety on sidewalks. Section 10.9 Projections into Rights -of -Way The following projections shall be permitted into a public easement or right -of -way, provided that 1) no projection shall be permitted into a public easement or right -of -way of SH 114, Solana Boulevard and FM 1938; 2) such projections do not extend over the traveled portion of a roadway; 3) the property owner has assumed liability related to such projections; and 4) the property owner shall maintain such projection in a safe and non - injurious manner. 1. Ordinary building projections, including, but not limited to water tables, sills, belt courses, pilasters, and cornices may project up to twelve (12) inches beyond a building face or architectural projection. 2. Roof eaves may project up to thirty -six (36) inches beyond the building face or architectural projection. PAGE 17 OF 38 3. Architectural projections, including balconies, bays, towers, and oriels; show windows (1st floor only); below grade vaults and areaways; and elements of a nature similar to those listed; may project up to forty -eight (48) inches beyond the building face. 4. Canopies and/or awnings may project from the building face and may extend into rights - of -way if a minimum sidewalk clearance and/or distance to a street tree of six (6) feet is maintained. Additionally, they may be extended or be within eight (8) inches of the back of curb if used to provide a covered walkway to a building entrance and as long as any canopy /awning support is no closer than eighteen (18) inches from the back of curb. 5. Below -grade footings approved in conjunction with building permits. 6. Pedestrian Bridges shall be permitted to extend over public right -of -ways and/or private access easements provided that a minimum vertical clearance of 14 feet from side to side, or 17' from the high point of an arch. Section 10.10 Extensions into Rights -of -Way Outdoor eating areas and outdoor display of retail items for sale may extend into rights -of -way if a minimum sidewalk clearance and/or distance to a street tree of three (3) feet is maintained, provided that no extensions shall be permitted into a public easement or right -of -way of SH 114, Solana Boulevard and FM 1938. Section 10.11 Roofing material Roofing materials shall be limited materials approved by the adopted building code that are either natural slate or authentic clay tile, or have the appearance of slate or clay tile. Flat roofing systems where appropriately masked from street -level view corridors by parapets and/or other architectural features are permitted. Standing seam metal roofing may be used only for minor areas such as porches and patios and in areas not generally visible. Section 10.12 Roof pitch No minimum roof pitch prescribed. Section 10.13 Exterior wall materials Exterior wall shall be 100% masonry except for doors and windows. Brick, stone, cast stone, and stucco are approved materials. EIFS is limited to 2nd story and above only. Siding of any type is prohibited. Section 10.14 Gutters and downspouts. Gutters and down spouts shall be made of anodized metal or copper and all visible gutters to be constructed as half -round design. Section 10.15 Driveways and sidewalks All driveways and sidewalks, other than common area sidewalks, shall be stamped with a Vallecito unique Cobblestone Pattern (to be approved by the Town), stained or have an exposed aggregate finish, as allowable to conform to ADA standards. PAGE 18 OF 38 SECTION 11 SIGNAGE Section 11.1 Special sign standards. 1. Subdivision monument signs. Two subdivision monument signs are allowed at each entrance to a single - family subdivision or multifamily development. The standards for subdivision monument signs are as follows: a. The signs must be monument signs (whose length exceeds height) and may be located within roadway landscape zones (excluding visibility triangles at intersections). b. Content is limited to the name and logo of the subdivision. c. The maximum size of each monument sign is 40 square feet; the maximum sign area is 24 square feet; and the maximum height is four feet, measured from the average grade level at the base of the sign to the highest part of the sign. d. Construction materials are limited to stone, cast stone, brick, split face CMU used in conjunction with, or as a border for, stone and cast stone, or other materials approved by the board. e. Sign elements may be carved into the construction materials, may consist of metal elements attached to the construction materials, or may otherwise be displayed in any manner approved by the board. f. All monument signs must have a minimum landscaped area of two square feet for each linear foot of the horizontal length of the sign face unless otherwise approved in the Site Plan. For purposes of landscaping, the horizontal length of double -sided signs is the sum of the horizontal length of both sign faces. 2. Business monument signs (type 1). Each lot is entitled to one monument sign for each street frontage of the lot. Type 1 monument signs may only include the name and logo of the building and/or the name and logo of business occupants; provided, however, if a business occupant does business under more than one name, the name that does not advertise products or services shall take precedence. The standards for all type 1 monument signs are as follows: a. Signs may be located within roadway landscape zones. b. Length must exceed height. c. Construction materials are limited to stone, cast stone, brick, split face CMU used in conjunction with, or as a border for, stone and cast stone, or other materials approved by the board. d. Sign elements may be carved into the construction materials, may consist of metal elements attached to the construction materials, or may otherwise be displayed in any manner approved by the board. e. If the total floor area of a building is less than 20,000 square feet: (a) the maximum monument size and maximum sign area is 20 square feet; (b) the maximum height is four feet, measured from the average grade level at the base of the sign to the highest part of the sign; and (c) the minimum setback is ten feet, measured from the public right -of -way. PAGE 19 OF 38 f. If the total floor area of a building is 20,000 square feet or more but less than 125,000 square feet: (a) the maximum monument sign size is 40 square feet; (b) the maximum sign area is 24 square feet; (c) the maximum height is four feet, measured from the average grade level at the base of the sign to the highest part of the sign; and (d) the minimum setback is 15 feet, measured from the public right -of -way. g. If the total floor area of a building is 125,000 square feet or more: (a) the maximum monument sign size is 60 square feet; (b) the maximum sign area is 36 square feet; (c) the maximum height is six feet, measured from the average grade level at the base of the sign to the highest part of the sign; and (d) the minimum setback is 15 feet, measured from the public right -of -way. h. All monument signs must have a minimum landscaped area of two square feet for each linear foot of the horizontal length of the sign face. For purposes of landscaping, the horizontal length of double -sided signs is the sum of the horizontal length of both sign faces. 3. Business monument signs (type 2). Each building on a lot is entitled to one monument sign for each street frontage of the lot. Type 2 monument signs may only include the name and logo of the building and/or the name and logo of business occupants; provided, however, if a business occupant does business under more than one name, the name that does not advertise products or services shall take precedence. The standards for all type 2 monument signs are as follows: a. Signs may be located within roadway landscape zones. b. Length must exceed height. c. Construction materials are limited to stone, cast stone, brick, split face CMU used in conjunction with, or as a border for, stone and cast stone, or other materials approved by the board. d. Sign elements may be carved into the construction materials, may consist of metal elements attached to the construction materials, or may otherwise be displayed in any manner approved by the board. e. Maximum sign size is three feet high and six feet long regardless of building size. f. Each monument sign must be parallel to the street and placed no closer to the street than the "build to line" for the applicable street. Where no "build to line" is established, the PD Site Plan will regulate location. g. The space between the sign and the building must be landscaped unless otherwise approved on the Site Plan. h. Signs must not significantly block the flow of pedestrians on the sidewalks. 4. Business group monument signs. The town would like to encourage buildings to forego erecting individual monument signs in favor of "joint" or "group" monument signs. To further this objective, the town encourages property owners to designate "group sign areas" as follows: a. A group sign area is any contiguous area (excluding streets, other rights -of -way, and public areas) designated as such by all the owners thereof (using a metes and bounds description). The designation can be made at any time prior to or concurrent with the submission of a site plan for the area, and all such designations are subject to the PAGE 20 OF 38 approval of the board. Land can be removed from any group sign area with the consent of the board and the consent of the owner(s) of the land being removed; provided, however, the area that remains must continue to comply with the requirements of this subsection. Land can also be added to any group sign area with the consent of the board and the consent of the owner(s) of the land being added; provided, however, the expanded area must continue to comply with the requirements of this subsection. b. Each group sign area is entitled to one group monument sign for each primary entrance of the group sign area. Group monument signs may only include the name and logos of buildings and/or the name and logo of business occupants; provided, however, if a business occupant does business under more than one name, the name that does not advertise products or services shall take precedence. The standards for group monument signs are as follows: i. Signs may be located within any required front yard. ii. Construction materials are limited to stone, cast stone brick, split face CMU used in conjunction with, or as a border for, stone and cast stone, or other materials approved by the board. iii. Sign elements may be carved into the construction materials, may consist of metal elements attached to the construction materials, or may otherwise be displayed in any manner approved by the board. iv. If the total floor area of all buildings within the group sign area is 20,000 square feet or more but less than 125,000 square feet: (a) the maximum monument sign size is 40 square feet; (b) the maximum sign area is 24 square feet; (c) the maximum height is four feet, measured from the average grade level at the base of the sign to the highest part of the sign; and (d) the minimum setback is 15 feet, measured from the public right -of -way. v. If the total floor area of all buildings within the group sign area is 125,000 square feet or more: (a) the maximum monument sign size is 60 square feet; (b) the maximum sign area is 36 square feet; (c) the maximum height is six feet, measured from the average grade level at the base of the sign to the highest part of the sign; and (d) the minimum setback is 15 feet, measured from the public right - of -way. c. All monument signs must have a minimum landscaped area of two square feet for each linear foot of the horizontal length of the sign face. For purposes of landscaping, the horizontal length of double -sided signs is the sum of the horizontal length of both sign faces. 5. Retail facade signs. Each building on a lot is entitled to facade signs attached to the facades of the building. Facade signs may only include the name of the building and/or the name of business occupants; and if a business occupant does business under more than one name, the name that does not advertise products or services shall take precedence. The standards for all business facade signs are as follows: a. No limit on letters up to four inches high. b. Signs can be placed on any building facade, but not above the roof line. PAGE 21 OF 38 c. Except as provided (g) below, the maximum aggregate sign area of all signs on a building is four percent of the aggregate area of all street facing building facades. d. Except as provided in subsection (g) 3 below, the maximum aggregate sign area of all signs on any one building facade is four percent of the area of the building facade. e. The maximum aggregate sign area of all signs advertising any one business is the lesser of (a) 180 square feet or (b) the greater of 20 square feet or four percent of the street facing building facade occupied by such business. Each business that occupies any portion of a street facing building facade shall be entitled, as a minimum, to one 20 square foot sign notwithstanding the aggregate limits set forth herein. f. Signs must be architecturally consistent with the buildings to which they are attached. 6. Large retail facade signs. Each business occupant that occupies at least 25,000 square feet of gross leasable area is entitled to facade signs attached to the facades of the building. Facade signs may only include the name and logo of the building and/or the name and logo of the business occupant, and if a business occupant does business under more than one name, the name that does not advertise products or services shall take precedence. The standards for all big box retail facade signs are as follows: a. No limit on letters up to four inches high. b. Signs can be placed on any building facade, but not above the roof line. c. The maximum aggregate sign area of all signs advertising one business is the lesser of (a) 260 square feet or (b) the greater of 40 square feet or four percent of the street facing building facade occupied by such business. d. Signs must be architecturally consistent with the buildings to which they are attached. 7. Special project entry signs. The PD 1 -2 Concept Plan identifies roadway entries into the PD district. It is anticipated that these entries will be designed to include special project entry signs which may vary from the standards set forth herein. These special project entry signs will require commission approval as part of a PD site plan. 8. Building identification and directory signs. Each commercial building on a lot is entitled to identification and directory signs attached to the facades of the building. Identification and directory signs are not restricted to the name and logo of the business occupant. The standards for all identification and directory signs are as follows: a. No limit on letters up to four inches high. b. Each building is entitled to one directory sign (not to exceed six square feet) at each main building entrance. c. Each building is entitled to one building identification sign (limited to the name of the building) on each street facing building facade. The maximum sign area of each building identification sign shall be 24 square feet. Building identification signs may be placed above the first floor spandrel, but not above the roofline. d. Signs can be placed on any building facade. e. Signs must be architecturally consistent with the buildings to which they are attached. 9. Business projecting signs. Within each building each business occupant with a first floor business or an upper floor business that can be accessed directly by exterior stairs is entitled to one projecting sign attached to the facades of the building where the entrance PAGE 22 OF 38 is located. Projecting signs are not restricted to the name and logo of the business occupant. The standards for all business projecting signs are as follows: a. Signs can be placed on any building facade, but not above the first floor spandrel. b. No sign may project more than five feet from a building facade. c. The maximum sign area is 12 square feet; the maximum height is three feet. d. All signs must have a minimum vertical clearance of eight feet above the sidewalk. e. Signs are intended to be primarily graphic, and must have graphics or copy on both sides. 10. Business awning signs. Each first floor business occupant or business occupant with a first floor entrance within a building, which business or business entrance has an awning, is entitled to awning signs. Awning signs will be a part of or applied to an awning which is attached to the facades of the building. Awning signs are not restricted to the name and logo of the business occupant. The standards for all awning signs are as follows: a. Signs can be placed on any awning projecting from the building, but not above the first floor spandrel. b. The maximum sign area is eight square feet. c. All awning signs must have a minimum vertical clearance of eight feet above the sidewalk. d. Signs are intended to be primarily graphic. 11. Business hanging signs. Each first floor business occupant or business occupant with a first floor entrance within a building is entitled to one hanging sign suspended from the canopies, colonnades or covered passages of the building. Hanging signs are not restricted to the name and logo of the business occupant. The standards for all hanging signs are as follows: a. Signs can be suspended, so long as perpendicular to the building facade, from canopies, colonnades or covered passages on any building, but not above the first floor spandrel. b. Signs suspended from canopies and colonnades must be centered in the canopy or colonnade from which they are suspended; signs suspended from any covered area between two buildings may not project more than four feet from a building facade. c. The maximum sign area is four and one -half square feet. d. Maximum height is 18 inches; maximum width is 36 inches; maximum thickness is three inches. e. All signs must have a minimum vertical clearance of eight feet above the sidewalk. f. Signs are intended to be primarily graphic, and must have graphics or copy on both sides. 12. Business window signs. Each first floor business occupant or business occupant with a first floor entrance within a building is entitled to window signs painted or applied to the glass surface of the first floor windows. Window signs are not restricted to the name and logo of the business occupant. The standards for all window signs are as follows: a. Signs can be placed on the glass surface of street facing windows, but not above the first floor spandrel. b. The maximum sign area is 12 square feet. PAGE 23 OF 38 c. The maximum height of each sign is two feet. d. Signs are intended to be primarily graphic. 13 General directional signs. Directional signs are allowed on property (whether platted or not) adjacent to the intersection of two streets. The standards for directional signs are as follows: a. The sign must be a monument sign and may be located within roadway landscape zones, within public rights -of -way (including street medians), and within any required front yard or as approved on the Site Plan. b. Construction materials are limited to stone, cast stone, brick, split face CMU used in conjunction with, or as a border, for stone and cast stone, or other materials approved by the board. c. Sign elements may be carved into the construction materials, may consist of metal elements attached to the construction materials, or may otherwise be displayed in any manner approved by the board. d. Content is limited to words and arrows the only purpose of which is to direct vehicle traffic to "generic" destinations such as "town center ", "civic center ", "recreation center ", "performing arts center ", "equestrian center ", "Lake ", "lakeside ", "playground ", "hospital ", "library ", "museum ", "country club ", "sports fields ", and other similar terms that generally describe the destination. e. The maximum sign area is eight square feet, and the maximum height is four feet, measured from the average grade level at the base of the sign to the highest part of the sign. There is no minimum setback. f. There is no limit on the number of directional signs. 14. Temporary signs. A residential home builder may place temporary signs, including the builder's name and logo, at subdivision entrances in which such builder is constructing homes. SECTION 12 LANDSCAPE REQUIREMENTS Section 12.1 Landscape Requirements The standards and criteria contained in this Section are the minimum standards for all new development within Westlake Vallecito. The landscaping requirements of Division 2, Article III, Chapter 98 of the Town of Westlake Code of Ordinances shall apply in all circumstances not specifically addressed in this Ordinance. All landscaping shall be reflected on the required Landscape Plan which is to accompany the Site Plan. Where the regulations of this Section conflict with the Town of Westlake Zoning Ordinance, the regulations of this Section shall apply. 1. Intent. It is the intent of this section to preserve and enhance the town's highly visible edge in order to reinforce the rural and natural qualities of the community. This zone can facilitate positive vistas to prominent knolls and valleys while softening development with tree massing that will establish a unique rural environment for the town, while still protecting view corridors along the Town's major highways. PAGE 24 OF 38 2. The required Landscape Plan must include a 35' landscape treatment area for the property abutting SH 114 ROW and Solana Blvd. to correspond to Section 98 -103 of the Code of Ordinances requiring open space linkage. The area must consist of landscaping including natural appearing tree clusters, water feature, ornamental stone fencing, open space paved areas for public gathering, turf, or other living ground cover. 3. The required Landscape Plan must include landscaping along FM 1938 that conforms to the 2011 Precinct Line Rd. Landscape Corridor Plan. 4. Wildflower planting areas along SH 114 and Solana Blvd. shall be detailed in the Landscape Plan. 5. 60 percent of the tree plantings included in the Landscape Plan shall be a minimum three -inch caliper, and 40 percent shall be a minimum of 2" caliper. 6. A Hike and Bike trail will be include in the Landscape Plan which provides connectivity of the Town's exiting and planned trail system. Section 12.2 Interior Village Landscaping Requirements 1. In conditions where paving runs all the way to the front building line as occurs in small European villages, landscaping is not required. The Landscape Plan shall include detailed landscaping around buildings, intersections and parking areas depicted on the Concept Plan. Plantings in large -scale containers and window boxes are encouraged if no other landscaping is present. 2. Any non - structured, off - street, surface parking that contains seventy -five (75) or more spaces shall provide interior landscaping as follows, when permissible by existing covenants and restrictions on the gas well pad located within the boundaries of Westlake Vallecito: a. Ten (10) square feet of landscaping for every two parking spaces shall be provided within the paved boundaries of the parking area. b. All landscaped areas shall be protected by a raised six (6) inch concrete curb. c. Pavement shall not be placed closer than four (4) feet from the trunk of a tree unless a Town approved root barrier is utilized. d. Landscaped islands shall be located at the terminus of all parking rows and shall contain at least one (1) large tree, three (3) inch caliper minimum 3. Landscaped islands shall be a minimum of one hundred (100) square feet, not less than six (6) feet wide and a length equal to the abutting space. 4. Permanent irrigation shall be provided for all required landscaping as follows: PAGE 25 OF 38 a. Irrigation lines for perimeter landscaping identified in (1) above, shall be placed a minimum of two and one -half (2 '/2) feet from a town sidewalk or alley. Reduction of this requirement is subject to review and approval by the Town Engineer. b. Trees and shrubs shall be irrigated by bubbler irrigation lines only. Other landscaping may be irrigated by spray irrigation. Separate valves shall be provided to turn off the spray irrigation line during periods of drought or water conservation. c. Rain, freeze, and wind detectors shall be installed on all irrigation lines. 5. Artificial plants or turf are expressly prohibited. Drought tolerant and/or native plants from the lists approved by the Town are required for compliance. Other species may be proposed in the Landscape Plan. Section 12.3 Service Equipment and Areas 1. Loading docks, truck parking, trash collection, trash compaction, and other service functions shall be incorporated into the overall design of the building and be identified on the Site Plan. 2. Transformers, HVAC equipment (if located at the ground level), lift stations, utility meters, and other machinery, where practical, should be located at the rear of the property. 3. Screening: a. Service equipment and areas shall be screened so the visual impacts of these functions are fully contained and out of view from adjacent properties and public streets.. b. Screening materials for solid waste collection and loading areas shall be the same as the materials used for the principal building, or a six (6) foot solid masonry wall. Trash dumpsters shall have a door, which shall generally remain closed at all times. c. No internal screening within the boundaries of Westlake Vallecito is required. As in, no screening fences, walls, buffer zones or boundaries between horizontally integrated and vertically integrated structures on single, adjacent and/or adjoining lots or parcels. Section 12.4 Fencing 1. All fences within the town shall conform to the following standards 2. Fencing is allowed between the primary facade of the building and the build -to -line. 3. Fencing is allowed to separate an outdoor eating area from the walkway if the outdoor seating area extends into the adjacent right -of -way. 4. Fencing is restricted to wrought iron, tubular steel or similar material, or masonry and shall conform to the following standards: a. Fences may be built to a maximum seven feet in height. However: i. No solid fencing greater than 3.5 feet in height may be placed within ten feet of a right -of -way line for a roadway or open space corridor; ii. No chain -link fences shall be allowed unless completely screened from adjacent public areas and properties by either structures or by solid landscape screening; iii. No solid wood fencing shall be allowed; and PAGE 26 OF 38 iv. Fences which are greater than 25 percent solid masonry shall be considered solid fencing. v. Precast solid fencing shall require special approval by the Town Council. Section 12.5 Streets and Sight Triangles Within Westlake Vallecito, the following street design standards shall apply: 1. Sight triangles for all vehicular intersections shall be established based on the minimum standards reflected in the UDC unless otherwise specified in the Site Plan. 2. Adequate sight distance will be provided at all intersections through the use of appropriate traffic control devices in compliance with the UDC. 3. Nothing contained herein shall vary or supersede public safety requirements of the Town of Westlake as set forth in the Uniform Fire Code and other applicable laws, rules, and regulations of the Town of Westlake. SECTION 13 OUTDOOR LIGHTING STANDARDS Section 13.1 Lighting Requirements An Outdoor Lighting Plan must be submitted for this PD in conjunction with the required Site Plan. Lighting will to the greatest extent possible reflect the lighting standards established in Division 2, Article VI, Chapter 102 of the Code of Ordinances. The Outdoor Lighting Plan shall include the following: 1. Layout of the proposed fixture locations. 2. The light source. 3. The luminous area for each proposed light source with photometric M foot- candle measurement. 4. The type and height of the light fixture or of the light source above grade. 5. The type of illumination. Section 13.2 Up- Lighting Down - lighting Limited up- lighting may be considered in the Lighting Plan submittal with minimum up- lighting allowed for the Chapel, the Bell Tower and the Town Hall. Up- lighting and Down - lighting specifications required in 13.1 shall be presented in the Lighting Plan. Section 13.3 Parking Area Lighting Overhead lighting for public and private parking areas shall utilize "fully- shielded" and/or "full cut -off' fixtures. In accordance with the Town of Westlake lighting standards Section 102 -207 and shall be included in the required Lighting Plan submittal. . SECTION 14 PARKING STANDARDS Section 14.1 Required parking shall be located and maintained anywhere within Westlake Vallecito, and may also include additional overflow parking as available offsite. PAGE 27 OF 38 Section 14.2 On- street parking and shared parking anywhere within Westlake Vallecito may be counted towards meeting the off - street parking requirement for any use within Westlake Vallecito. Section 14.3 Parking may be located in structured garages provided the garages are located generally in the center of a property and wrapped with Condo Flats of allowed varying uses. Section 14.4 When structured garages are provided, adequate access from public rights -of -way via private drives and/or access easements shall be made readily available. Section 14.5 Speed bumps /humps are not permitted within a fire lane. Section 14.6 In the case of mixed uses, uses may share parking spaces where it can be demonstrated to the Town Manager the parking for two (2) or more uses occurs at alternating periods. Such shared parking shall be established in accordance with the following provisions: 1. It shall be demonstrated as a condition precedent to consideration of shared parking that such sharing of spaces will result in a reduction of at least ten (10) percent of the aggregate required parking for such uses. 2. The applicant shall submit a parking analysis, prepared by a registered engineer, to the Town Manager for his approval. Section 14.7 Up to seventy -five (75) percent of the parking spaces required for a theater or other place of evening entertainment (after 5:00 P.M.), or for a church, may be provided and used jointly by banks, offices, and similar uses not normally open, used, or operated during evening hours Section 14.8 Parking spaces shall be provided in accordance with the following requirements_ 1. Bank, Savings and Loan, or similar Establishments: One (1) space per three hundred and fifty (350) square feet of gross floor area. 2. Boutique Hotel / Bed and breakfast facility: One (1) space per guest room in addition to the requirements for a normal residential use. 3. Business or professional office (general): One (1) space per three hundred and fifty (350) square feet of gross floor area except as otherwise specified herein. 4. Church, rectory, or other place of worship: One (1) parking space for each four (4) seats in the main auditorium. 5. College or University: One (1) space per each day student. 6. Community Center, Library, Museum, or Art Gallery: Five (5) parking spaces plus one (1) additional space for each five hundred (500) square feet of floor area in excess of one thousand (1,000) square feet. If an auditorium is included as a part of the building, its floor area shall be deducted from the total and additional parking provided on the basis of one (1) space for each four (4) seats that it contains. PAGE 28 OF 38 7. Commercial Amusement: One (1) space per five (5) guests at maximum designed capacity. 8. Condominium Residence: One (1) space per unit, plus 1 additional space for each bedroom beyond the second bedroom. 9. Dance Hall, Ballroom, Assembly or Exhibition Hall Without Fixed Seats: One (1) parking space for each four hundred (400) square feet of floor area thereof, as available to be shared with adjacent, full -time users. 10. Dwellings, Multifamily: One (1) spaces for unit with one (1) and two (2) bedroom units, plus one additional space for each additional bedroom above two (2) bedrooms. 11. Farmer's Market: One (1) space for each five hundred (500) square feet of site area, as available to be shared with adjacent, full -time users. 12. Fraternity, Sorority, or Dormitory: One (1) parking space for each two (2) beds on campus, and one and space for each two beds in off campus projects. 13. Furniture or Appliance Store, Wholesale Establishments, Clothing or Shoe Repair or Service: Two (2) parking spaces plus one (1) additional parking space for each five hundred (500) square feet of floor area over one thousand (1,000). 14. Gasoline Station: Minimum of three (3) spaces for employees. Adequate space shall be provided for waiting, stacking, and maneuvering automobiles for refueling. 15. Health Studio or Club: One (1) parking space per four hundred (400) square feet of exercise area. 16. Hospital: One (1) space per employee on the largest shift, plus one (1) space per each bed or examination room whichever is applicable. 17. Hotel: One (1) parking space for each sleeping room or suite plus one (1) space for each one thousand (1000) square feet of commercial floor area contained therein. 18. Kindergartens, day schools, and similar child training and care establishments: shall provide one (1) paved off - street loading and unloading space for an automobile on a through "circular" drive for each twenty (20) students, or one (1) space per twenty (20) students, plus one (1) space per teacher. 19. Library or Museum: Ten (10) spaces plus one (1) space for every five hundred (500) square feet, over one thousand (1,000) square feet. 20. Lodge or Fraternal Organization: One (1) space per two hundred (200) square feet. 21. Medical or Dental Office: One (1) space per three hundred (300) square feet of floor area. 22. Facilities over twenty thousand (20,000) square feet shall use the parking standards set forth for hospitals. 23. Nursing Home: One (1) space per five (5) beds 24. Private Club: One (1) parking space for each one hundred and fifty (150) square feet of gross floor area. 25. Retail Store or Personal Service Establishment, Except as Otherwise Specified Herein: One (1) space per three hundred and fifty (350) square feet of gross floor area. 26. Restaurant, Restaurant with a Private Club, Cafe or Similar Dining Establishment: One (1) parking space for each one hundred and twenty -five (125) square feet of gross floor area for standalone buildings without a drive - through, and one (1) parking space for each four hundred (400) square feet of gross floor area for restaurants located within a multi- PAGE 29 OF 38 tenant buildings, and one (1) parking space for each one hundred and twenty -five (125) square for standalone buildings with a drive - through. 27. Assisted Living, Sanitarium, Convalescent Home, Home for the Aged or Similar Institution: One (1) parking space for each five (5) beds. 28. School, Elementary, Secondary, or Middle: One and one half (1 '/2) parking spaces per classroom, or the requirements for public assembly areas contained herein, whichever is greater. 29. School, High School: One and one half (1 '/2) parking spaces per classroom plus one (1) space per five (5) students the school is designed to accommodate, or the requirements for public assembly areas contained herein, whichever is greater. 30. Single Family, Attached: One (1) space per unit, plus one (1) space for each bedroom above the second bedroom. 31. Single Family, Detached: Two (2) spaces per home. 32. Theater, Sports Arena, Stadium, Gymnasium or Auditorium (except school): One (1) parking space for each four (4) seats or bench seating spaces. SECTION 15 UTILITY PLACEMENTS All utility lines and shall be underground. All utility equipment shall be underground to completely screened from view. SECTION 16 OPEN SPACES Section 16.1 The combination PD1 -2 and PD1 -3 shall contain 20% Open Space which is privately owned and publicly accessible. Open Space details shall be included in the Site Plan submittal. Section 16.2 Specific Features to be included in this open -space calculation include: 1. All constant - elevation water features, within free -board limits defined for storm water detention requirements 2. Open, public Plaza and gathering areas 3. Coliseum Acreage and improvements 4. Buffers along SH 114 5. Parkways and medians on streets with on- street parking 6. Other public facilities such as walks, plazas, courts, recreational amenities, water features and other similar uses not specifically used for vehicular access and parking. Section 16.3 The open space may not consist of any of the following elements: 1. Vehicular parking. 2. Required parking lot tree islands. 3. Building footprints. 4. Utility yards. 5. Detention areas not treated as described above. SECTION 17 GENERAL REQUIREMENTS PAGE 30 OF 38 Section 17.1 Development shall reflect the attached PD Concept Plan. (Exhibit 2) Section 17.2 Plats and/or Site Plans submitted for the development shall conform to the data presented and approved on the Concept Plan. 1. Minor changes or corrections on the Concept Plan, the Site Plan, the Landscape Plan or the Outdoor Lighting Plan may be authorized by the Town Manager, if such changes do not constitute a zoning change that would require public hearing and consideration by Planning and Zoning Commission and/or the Council, and the proposed changes do not: a. Alter the uses permitted, b. Increase the building height, c. Change density d. Reduce the building lines provided at the boundary of the site e. Significantly alter any open space plans. f. Affect quality standards. SECTION18 PUBLIC ROADWAYS AND STANDARDS Roadway Design Standards are prescribed and will adhere to Exhibit 5 are prescribed. SECTION19 PHASING PLAN A construction phasing plan is required with the submission of the Concept Plan and is attached as Exhibit 7 to this Ordinance. ARTICLE VI. EXHIBITS EXHIBIT 1 Legal Description of PD1 -2 District EXHIBIT 2 PD Concept Plan EXHIBIT 3 Westlake Vallecito Development Standards EXHIBIT 4 Westlake Vallecito Design Standards EXHIBIT 5 Westlake Vallecito Public Roadway Standards EXHIBIT 6 Westlake Vallecito Residential Development Standards EXHIBIT 7 Construction Phasing Plan LEGAL DESCRIPTION PAGE 31 OF 38 EXHIBIT l Legal Description of PD1 -2 District 85.90 Acres BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, the W. Medlin Survey, Abstract No. 1958, the William Pea Survey, Abstract No. 1246 and the Joseph Henry Survey, Abstract No. 742, Tarrant County, Texas and being a portion of Tract 2 as described in the Special Warranty Deed to MAGUIRE PARTNERS — SOLANA LAND, L.P. as recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found with "Huitt- Zollars" cap at the southwest corner of Lot 2, Block 1, Westlake /Southlake Park Addition No. 1, an addition to the Town of Westlake, Texas as recorded in Volume 388 -214, Page 78 of the Plat Records of Tarrant County, Texas, being on the northeasterly right -of -way line of Kirkwood Boulevard, a variable width right -of -way as dedicated by said Westlake /Southlake Park Addition No. 1 and being the beginning of a non - tangent curve to the left having a central angle of 9 degrees 13 minutes 11 seconds, a radius of 1428.00 feet and being subtended by a chord which bears North 47 degrees 49 minutes 50 seconds West a distance of 229.54 feet; THENCE along the northeasterly right -of -way line of Kirkwood Boulevard, a variable with right -of- way, as described in Dedication Deed to the Town of Westlake as recorded under instrument No. D208427746, Deed Records of Tarrant County, Texas the following: Along said curve to the left an arc distance of 229.79 feet to a 1/ inch rod found with Graham cap at the end of said curve; North 52 degrees 30 minutes 14 seconds west a distance of 32.60 feet to 1/ inch iron rod found with Graham cup beginning of a curve to the right having a central angle of 18 degrees 54 minutes 48 seconds, a radius of 612.00 feet and being subtended by a chord which bears North 43 degrees 02 minutes 03 seconds West a distance of 201.11 feet; Along said curve to the right an arc distance of 202.02 feet to a 1/ inch iron rod found with Graham cap at the beginning of a compound curve to the right having a central angle of 24 degrees 06 minutes 47 seconds, a radius of 812.00 feet and being subtended by a chord which bears North 21 degrees 32 minutes 03 seconds West a distance of 339.22 feet; Along said curve to the right an arc distance of 341.73 feet to a 1/ inch iron rod found with Graham cap at the end of a said curve; North 09 degrees 28 minutes 39 seconds West a distance of 132.24 feet to a 1/ inch iron rod found with Graham cap at the beginning of a curve to the left having a central angle of 45 degrees 43 minutes 19 seconds, a radius of 708.00 feet and being subtended by a chord which bears North 32 degrees 20 minutes 19 seconds West a distance of 550.11 feet; Along said curve to the left an arc distance of 564.98 feet to a 1/ inch iron rod found with Graham cap at the end of said curve; PAGE 32 OF 38 North 55 degrees 11 minutes 58 seconds West a distance of 190.50 feet to a 1/ inch iron rod found with Graham cap; North 08 degrees 56 minutes 27 seconds West a distance off 21.41 feet to a 1/ inch iron rod found with Graham cap on the easterly right -of -way line of Precinct Line Road, a variable width right -of -way, as described in Dedication Deed to Town of Westlake as recorded under Instrument No. D208427746, Deed Records of Tarrant County, Texas and being the beginning of a non - tangent curve to the left having a central angle of 16 degrees 09 minutes 21 seconds, a radius of 1,432.50 feet and being subtended by a chord which bears North 27 degrees 07 minutes 42 seconds East a distance of 402.59 feet; THENCE along the easterly right -of -way line of Precinct Line Road, the following; Along said curve to the left an arc distance of 403.92 feet to a 1/ inch iron rod found with Graham cap at the end of said curve; North 18 degrees 47 minutes 24 seconds East a distance of 185.36 feet to a 1/z inch iron rod found with Graham cap; North 17 degrees 03 minutes 03 seconds East a distance of 322.64 feet to a 1/ inch iron rod found on the southerly right -of -way line of State Highway 114 (a variable width ROW); THENCE along the southerly right -of -way line of State Highway 114, the following; North 60 degrees 06 minutes 26 seconds East a distance of 44.54 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 32 seconds East a distance of 254.55 feet to a point for corner from which a Texas Department of Transportation brass disk in concrete found bears North 10 degrees 48 minutes 28 seconds West a distance of 0.43 feet; South 77 degrees 26 minutes 06 seconds East a distance of 746.74 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 31 seconds East a distance of 1443.85 feet to a Texas Department of Transportation brass disk in concrete found; South 62 degrees 34 minutes 19 seconds East a distance of 404.34 feet to a Texas Department of Transportation brass disk in concrete found at the beginning of a curve to the right having a central angle of 08 degrees 19 minutes 09 seconds, a radius of 2,709.79 feet and being subtended by a chord which bears South 58 degrees 24 minutes 45 seconds East a distance of 393.11 feet; Along said curve to the right an arc distance of 393.45 feet to a Texas Department of Transportation brass disk in concrete found; South 54 degrees 15 minutes 11 seconds East a distance of 399.24 feet to a Texas Department of Transportation brass disk in concrete found; PAGE 33 OF 38 South 64 degrees 19 minutes 50 seconds East a distance of 56.55 feet to a 5/8 inch iron rod found with "Huitt- Zollars" cap at the beginning of a non - tangent curve to the right having a central angle of 02 degrees 13 minutes 56 seconds, a radius of 2,754.79 feet and being subtended by a chord which bears South 43 degrees 17 minutes 37 seconds East a distance of 107.32 feet; Along said curve to the right n arc distance of 107.33 feet to a 1/ inch rod found with "Huitt- Zollars" cap for the northeast corner of Lot 1, Block 1, of the aforementioned Westlake /Southlake Park Addition No. 1; THENCE departing the southerly right -of -way line of State Highway 114, North 90 degrees 00 minutes 00 seconds west along the north line of said Lot 1, Block 1, a distance of 2,132.54 feet to a 5/8 inch iron rod with "Carter- Burgess" cap found for the northwest corner of said Lot 2, Block 1, Westlake /Southlake Park Addition No. 1; THENCE South 52 degrees 00 minutes 00 seconds West along the northwesterly line said Lot 2, Block 1, a distance of 1000.00 feet to a 5/8 inch iron rod with "Carter & Burgess" cap found at an angle point in the west line of Lot 2, Block 1; THENCE along the west line of said Lot 2, Block 1, South 00 degrees 00 minutes 00 seconds East a distance of 168.55 feet to the POINT OF BEGINNING and containing 85.90 acres of land, more or less. PAGE 34 OF 38 Exhibit A -1 •�` {\ R\ 47 kt ilt 1 F� I A P ' PAGE 35 OF 38 Phase I: Phase II: Phase III: Phase IV: Phase V: Phase VI: Buildings Buildings Buildings Buildings Buildings Buildings Paving Paving Paving Paving Paving Paving Lake It 0 75 150 300 APHIC SCALE IN FEET SCALE: I"= 150' seven d four 8446 Winged Foot Dr. Frisco, Texas 75034 architecture 12/3/12 PLANNED DEVELOPMENT NO. 1 -2 EXHIBIT 3 WESTLAKE VALLECITO DEVELOPMENT STANDARDS PLANNED DEVELOPMENT PURPOSE AND INTENT: "Re- Knitting the Fabric of Our Society" Senator Rick Santorum While striving to achieve what we thought was our dreams, America has forgotten how to live well. The cookie cutter culture of efficient and profitable housing options has left us with an environment devoid of shared spaces and diverse neighborhoods. There are places in the world that were built to help people enjoy each other's company in beautiful surroundings — to be entertained and delighted by the mere act of being there. When Westlake Vallecito is at it's best, the traditions of community are rediscovered in the heart of Westlake. Westlake Vallecito isn't a new concept but it isn't old either. The shops and amenities cater to the modern needs of residents and visitors. Stone speaks of permanence. Narrow streets rich with activity create perceptions of a place that existed long before we became slaves to our automobiles. This Planned Development is intended to promote the compatible mixed -use development of retail, office, hotel, attached and detached residential, vertically - integrated mixed -use buildings, Artisan suites and core Civic uses such as Town Halls, Performing Arts Centers, Libraries and Educational Facilities in a pattern evocative of small European Village Centers. Parking Facilities will be shared to the maximum extent practical and pedestrian connections will be emphasized. The small, European Village, as it evolved over hundreds, if not thousands of years, naturally provided for development that contains a compatible mix of residential, office, residential and commercial uses within close proximity to each other, rather than separating uses. The use provisions define land uses and the siting and character of the improvements and structures allowed on the land in a manner that encourages a balanced and November 27, 2012 PAGE 1 sustainable mix of uses. These uses may be combined either vertically in the same building, or horizontally in multiple buildings, or through a combination of the two within the same block, building or parcel. Multi -use buildings are intended to copy the size, scope and scale of the variety of buildings found in a typical small, European Village. Variety of massing along the streetscape will create the opportunity for Westlake Vallecito to maintain the authentic feel of a Village that has grown organically over hundreds of years. Additionally, the Design Standards are intended to promote an efficient pedestrian - access network that connects the nonresidential and residential uses. The Planned Development generally addresses the physical relationship between development and adjacent properties, public streets, neighborhoods, and the natural environment. This is accomplished by the following: November 27, 2012 PAGE 2 • Ensuring site design that mimics the naturally efficient pedestrian patterns that have evolved naturally in small, European Villages. • Ensuring the creation of high quality street and sidewalk environments that are supportive of pedestrian mobility and that are appropriate to the roadway context. • Ensuring large sites are developed in a manner that supports and encourages connectivity and creates a cohesive visual identity and attractive street scene. In order to implement this vision, the standards affecting development are intended to be consistent with the overall goal. The purpose of these Development Standards is to define the character of new development within Westlake Vallecito. These requirements have been carefully designed to allow enough flexibility for creative building solutions, while being prescriptive in areas necessary to preserve consistency throughout the development. Specifically, these seven key design elements are outlined here as guideposts for the evolution of Westlake Vallecito: 1. Centrally located parking areas 2. Use of structured parking 3. Variety of building size and shape 4. Orientation of buildings to other buildings and the street 5. Multiple building faces (4 -sided building design) 6. Pedestrian friendly environment 7. Use of public art, sitting areas and gathering spaces throughout Key Development Features: Plaza Mayor Vallecito: A key feature of any European is the Plaza, where many important public gatherings, speeches and rites of passage of the Village Residents occur. Within Westlake Vallecito, this specific portion of the development is designed to imitate the Piazza San Marco and the Plaza Mayor Salamanca, in shape, size and pedestrian scale. Exterior elevations of this conglomerate of structure will imitate the two Plazas and several other architecturally significant Spanish Building including the Monestario el Escorial and Las Huelgas. November 27, 2012 PAGE 3 Several key Village components will be provided within this Plaza including some but maybe not all of following: Residential, Office, Medical Office, Hotel, Retail, Restaurant, Independent Living and Assisted Living. Artisan Suites on a temporary and /or permanent basis may also be included in the Plaza portion of the development. All parking required for the residential components of the plaza to be contained in an attached structured parking component, with the first floor of this parking structure to be accessible to the public to service the retail and other non - residential uses that may be utilized on the first floor of the plaza. November 27, 2012 PAGE 4 h- 1111" rMTT l November 27, 2012 PAGE 5 'All ILI T II November 27, 2012 PAGE 6 November 27, 2012 PAGE 7 November 27, 2012 PAGE 8 Teatro Romano de Vallecito: November 27, 2012 PACE 9 Modeled after the Teatro Romano de Merida, this proposed Public facility may be built in a Public /Private Partnership allowing for Town of Westlake Ownership. As with the original, the Teatro is to seat approximately 5,000 patrons. Taking advantage of the existing topography in Vallecito, the location for this facility allows it to be built into the hillside, as was done almost 2,000 years ago. 4 November 27, 2012 PAGE 10 November 27, 2012 PAGE 11 -. .1, .i AV, r- Residential Condos: The intent of these structures is to mimic the varied, attached residential component found naturally in the small, European Village. Changes in Massing of the structures to be accomplished through the variety in the number of units and the orientation of the garage doors, where applicable. J i November 27, 2012 PAGE 12 November 27, 2012 PAGE 13 Single - Family, Detached Residences: These homes are proposed to provide a complete mix in Residential Housing types within the Village, and to maximize the opportunities for ownership of key and unique architecturally significant features of the Village. November 27, 2012 PAGE 14 IT November 27, 2012 PAGE 15 Coliseum Town homes and /or Offices: It is the intent of the Developer to construct a ring of Town homes and /or Office Condos along the upper edge of the Coliseum. These Town homes and /or Office Condos will provide structure and closure to the facility. Condo Flats wrapping Parking Structures: Where applicable, the intent of this PD is to accommodate the construction of Condo Flats as a surround to the Parking Garages. These Condo Flats may also be used for Residential, Office, or Storage units, with the option to provide direct access doors on the Parking Structure face of the Condo Building. November 27, 2012 PAGE 16 a p' November 27, 2012 PAGE 17 BRIDGES AND WATER FEATURE: Key to Westlake Vallecito will be the creation of a large -scale water feature with several Signature Bridges. The water feature is to bring cohesiveness to the Village while creating spectacular streetscapes. It is expected that several operating boats may be placed on this water feature to provide services such as a cafe, diner, boutique hotel or other similar curio uses. y LANDSCAPING: Most public streets, private streets, plazas, gathering areas, alleys and /or pedestrian access corridors within Westlake Vallecito shall not have any landscaping, to retain authenticity to the small, European Village. Some plantings may be accommodated in large -scale containers, so that they may be relocated for public events. November 27, 2012 PAGE 18 November 27, 2012 PAGE 19 November 27, 2012 PAGE 20 i bow . f q p. T 1 , I Wal M Ss � N r i 1 E November 27, 2012 PAGE 21 Architectural Embellishments: BUILDING ENTRIES: ., 111 r� November 27, 2012 PAGE 22 d r-f- AWNINGS, CANOPIES, ARCADES, & OVERHANGS: PROJECTIONS INTO RIGHTS-OF -WAY: November 27, 2012 PAGE 2j hk�,, .Mbftw Sky Bridge over Walkways, Streets and Public Access Easements: November 27, 2012 PAGE 2q November 27, 2012 PAGE 25 Nothing will be done, written, or said unintentionally. Westlake Vallecito will stand out in sea of sameness. if our goal is to change the way people think about community, we will meticulously design our environment, and our communications, to be in contrast to the status quo. We are deliberately thinking, speaking, and living differently. Design Principles Overall planning and building arrangement should create a compact pedestrian - scaled environment mimicking the scale and livability of a small, European Village that has evolved organically over hundreds, if not thousands of years. Individual buildings should be designed to reinforce the pedestrian- orientation of the Village, with an extreme focus on attention to detail and the inclusion of 4 -sided building design within the framework of the small, European Village upon which this community is based. As new buildings are constructed, building facades should utilize building elements and details natural to the selected sub - region of Spain while ensuring the selected materials are native to Texas as well. Native Stone design elements will be key in tieing the entire Village together architecturally, while allowing for the natural progression and evolution of individual building design as construction occurs in market - defined phases. Compatibility is not meant to be achieved through uniformity, but through the use of variations in building elements to achieve individual building identity. "'�iYYhllYiiY.iP. ar i krnrn' � r Y Building Design Building Massing and Scale: A building's massing is its exterior volume and its scale is the relationship of its overall size and its component parts with its adjoining buildings, spaces, and people. A building's massing should relate to its site, use, and to the massing of adjacent buildings. A building's massing should serve to define entry points and help orient pedestrians. The scale of individual building facade components should relate to one another and the human scale, particularly at the street level. Buildings and /or facades should emphasize and frame or terminate important vistas. Building Rhythm: A building's rhythm is the pattern created by the regular recurrence or alteration of its constituent architectural components. Variations of the rhythms within individual building facades should be achieved within any block of building facades. Breaks in the predominant rhythm may also be used to reinforce changes in massing and important elements such as building entrances or pedestrian pass- throughs. Architectural Elements: Architectural elements are the individual components of a building, including walls, doors, windows, cornices, parapets, roofs, pediments, and other features. Architectural elements should be designed to the appropriate scale and proportions of the selected architectural style. Architectural elements, such as canopies, awnings, roof and floor overhangs, and colonnades should be provided as appropriate to protect pedestrians, help unify parts of a building or block, provide human scale, or provide a backdrop for signage and graphics. Attention to detail for each building to constructed within Westlake Vallecito is where the Architectural Elements will become prevalent, and is a key separation between a true Village and other developments. Building Design Entrances: The design and location of building entrances in the Downtown district are important to help define the pedestrian environment and create retail - friendly environments. Entrances should be easily identifiable as primary points of access to buildings. Building entrances may be defined and articulated by architectural d elements such as lintels, pediments, pilasters, columns, porticos, porches, overhangs, railings, balustrades, and others, as appropriate. All building elements should be compatible with the architectural style, materials, colors, and details of the building as a whole. Entrances to upper level uses may be defined and integrated into the design of the overall building facade. Fagade Treatments: Fa4ade treatments are that portion of a building's street fagade elevation extending from the ground to the roof that consists of a single layer or architectural expression. All sides of a building shall be consistent with respect to style, colors, and details only to the extent they establish continuity with the main street front facades. On facades fronting on service or parking areas and along secondary streets, windows need not be provided at the ground level. However, buildings should avoid long, monotonous, uninterrupted walls. Building wall off -sets, including projections, recesses, niches, fenestration, or changes of materials or color shall be used to add architectural variety and interest, and to relieve the visual impact of a blank wall. Parapet and roof -line offsets between facades may be provided in order to break down the scale of the block and create architectural interest and variety. Building Design Storefronts: Storefronts on facade treatments that span multiple tenants shall use architecturally compatible materials, colors, details, awnings signage, and lighting fixtures. Trademarked signage is to be incorporated within these storefront facade treatments whenever possible. Lighting: The placement and orientation of lighting can be a critical part of creating an inviting and safe downtown /uptown environment. Exterior lighting shall be architecturally integrated with the building style, material, and color. Lighting intensities shall be controlled to ensure that excessive light spillage and glare are not directed toward neighboring areas and motorists. Pedestrian level lighting of building entrance -ways should be provided. Illuminations of portions of buildings, direct or indirect, may be used for safety or aesthetic results. Pad Site Buildings: For a building that occupies a pad, the building should have similar design characteristics as the remainder of the project. This includes use of similar materials, patterns, rhythms, and proportions. Signage: Signage in Westlake Vallecito shall enhance the pedestrian character of the districts by providing signs that are pedestrian in scale and located so as to be legible to pedestrians the sidewalks, where line -of -sight visibility for the signage is on a pedestrian scale. Where signage is intended to have line -of -site visibility from the adjacent major highways (SH 114, Solana Boulevard, and /or Precinct Line M Road), the scale and placement of the signage may be adjusted to accommodate these longer site lines and higher travel speeds. Directory signs may be provided to help direct the public to different ,. businesses and services within Westlake Vallecito. These may be provided ` at prominent locations in the downtown or uptown. f,. X11 ;: S S I FA UIC WRIATIf -I1�. Signage: Signs may be attached flush to the building so long as they do not obscure any significant architectural details. Trademarked Signage shapes, designs, colors and lighting �� to be allowed within Westlake Vallecito, so long as predominant site lines are the prevailing factor used in scale, placement and orientation on the �, w, building. Signs may be hung from marquees or overhangs, but shall not project lower than 7.5' above the sidewalk. Signs may also be hung in front of store -front windows. Businesses are encouraged to create individually styled signage that distinguishes their establishment. Signs which are pedestrian oriented may be painted on the storefront glass, but in no case shall it occupy more than 25% of the glazed surface area. Signs may be lit by external light sources as long as such sources are not visually intrusive. advertisement Sandwich Boards are encouraged for street -side M FIT 4� W Independent Ban J Public Streetscape Realm Design Although not all streets within Westlake Vallecito will be Public, it is important to focus on the portion of streets that will be within Public Right - of -Way. The Streetscape is that portion of a street that accommodates both social and business activity. It extends from the face of the building or edge of the private property to the face of the curb defining the Public Right -of -Way, where applicable within Westlake Vallecito. A well designed streetscape is important to a street's function as a public place and is the most extensively used civic space in a Village. The streetscape consists of the following four distinct functional zones: Edge Zone: The area between the face of the curb and the Furnishing Zone. An area of required clearance between parked vehicles or traveled way and accessories or landscaping. This area shall be a minimum of 18" to facilitate the door swing of a parked car and prevent conflicts with elements within the Furnishing Zone._. Furnishing Zone: The area of the roadside that provides a buffer between pedestrians and vehicles. Items which shall be located in this zone, to F minimize impact on the Throughway Zone include; street trees, planting strips, street furniture, utility poles, sidewalk vaults, newspaper racks, cabinets, traffic signal cabinets, fire hydrants, bicycle racks, etc. A typical dimension for this zone is 4' -6'. Throughway Zone: The walking zone which must remain clear, both horizontally and vertically, for the movement of pedestrians. Frontage Zone: The distance between the Throughway Zone and the building front or property line used to buffer pedestrians from window shoppers, accessories, and doorways. It may contain private street furniture, signage, merchandise displays, etc. and can also be used for restaurant seating. Intersections and Crosswalks: Intersections shall be as compact as practical. They shall minimize crossing distance as well as crossing time, minimize exposure to traffic, and encourage pedestrian L j, `r [ ,: i - Ow Public Streetscape Alternatives: BALCONY-\ 18" EDGE ZONE 4 "L' FURNISHING _Tl '-` ZONE Public Realm Design Public Parks and Open Spaces: Publicly accessible parks and open space organize and reinforce neighborhood structure. They offer a wide variety of passive and active recreational experiences ranging in size and type, but together, they create an integrated system enhancing livability, natural appearance, and ecological values while providing gathering places and interaction opportunities for the community." Public parks and open spaces should be visible and easily accessible from public areas such as building entrances and adjacent am'_ streets and sidewalks. Within these parks, ample seating should be L� provided, including walls, ledges, and other raised surfaces which can " serve a similar purpose._ {��_ Active uses such as retail, cafes, restaurants, higher density residential and office uses which provide pedestrian traffic should be considered as appropriate uses to line public parks and open spaces. 1 +' t d L .� �� �� -•ice PLANNED DEVELOPMENT NO. 1 -2 ;t r'3 3 w� EXHIBIT 5 WESTLAKE VALLECITO PUBLIC ROADWAY DESIGN STANDARDS r!) v AG U r: 4 J X 4� .a 40 4 �4 r� W Q CL CA W October 18, 2012 PAGE 1 N ]°{ w I' a �j V1 C w 0 0 N N d N N U d w WW O I� O I H O x F 1-4 October 18, 2012 PAGE 2 c� a+ w o� ry cq a �' -v� Z- �N °y w �W z° a° a z Q Q a W a 5 October 18, 2012 PAGE 3 P Q 0 I M, M, °r w 4 b � I� yy 4 W� C,Oa UI� N W N � Y 4- K �D �a a. 0. H �G C F U W O rW L1 a October 18, 2012 PAGE q V <Y w� O O a z F 0 E-� 0 U w a 0 U P4 C a October 18, 2012 PAGE 5 a� 3 r {. N o _ 10 N V <Y w� O O a z F 0 E-� 0 U w a 0 U P4 C a October 18, 2012 PAGE 5 V O � 4 M'C121 �3 w � 1' _ _1 Q Z 0-4 i s J u W r-� Q U I-y r-i u �i V October 18, 2012 PAGE 6 — — A.0.7H o N C4 _O Val A u V O � 4 M'C121 �3 w � 1' _ _1 Q Z 0-4 i s J u W r-� Q U I-y r-i u �i V October 18, 2012 PAGE 6 0 T� V r� V i J w h-� �I 0. C) x 0 u w a a a v w u x 0 u �a i--1 October 18, 2012 PAGE 7 Aga z Q u w 0 z a P-4 H �.i W a a Q W a d October 18, 2012 PAGE 8 a Q r�r o x a H �a w w � o °z i d Gl. W F- F W W W October 18, 2012 PAGE 9 VoT 04 cn 1-4 vo Cn Cn z iv C4 M:O-d October 18, 2012 07 > Z da PAGE 10 ;W11-W. Nfi-I. Mill. 07 > Z da PAGE 10 Residential Ad Valorem Tax Roll 9,504,000 7,128, 000 Exhibit 6 Westlake Vallecito Residential Development Standards Upper -Floor of Small footprint, Two- and Three -Story Buildings with First -Floor Restaurant /Retail /Office Use This style of Residential Condo to be restricted to 2 bedrooms per Unit Maximum 8 # of Permitted Buildings as Two and Three Story Residential Condo -Flats 3 Maximum Number of Residential Condos allowed within each building 24 Total Maximum Number of this style of Residential Condo $ 220 Expected Sales Price per sq. ft for this style of Residential Condo 396,000 Expected Average Sales Price for an 1,800 sq. ft, 2 bedroom Condo. Bell Tower Floors as a Potential Residential Condo Use: This style of Residential Condo to be restricted to 2 bedrooms per Unit Maximum This use is separate from a Hotel - Suite 3 # of Permitted Towers on the Site 9 Maximum Number for floors per Tower to be eligible for Potential Residential Use 27 Total Maximum Number of this style of Residential Condo $ 220 Expected Sales Price per sq ft for this style of Residential Condo 264,000 Expected Average Sales Price for a 1,200 sq ft, 1 bedroom Condo. Small. Clustered. Individual. All- Residential Condo Buildinas for Architectural Vari This style of Residential Condo to be restricted to 2 bedrooms per Unit Maximum These are stand -alone buildings, dispersed throughout the Village, for Architectural Variety 6 Maximum Number of these buildings permitted 18 Maximum Number of units per any one building 30 Total Maximum Number of this style of Residential Condo $ 210 Expected Sales Price per sq ft for this style of Residential Condo 9,450,000 315,000 Expected Average Sales Price for an 1,500 sq ft, 2 bedroom Condo. Single - Family, Detached Homes: 12 Maximum number of SF Homes Permitted within Westlake Vallecito 2400 sq ft min Home Size $330 per sq ft sales price $ 15,840,000 $1,320,000 Average Sales Price for a 4000 sq ft home 24 Maximum Number for this type of Home 1800 Sq ft Minimum Home Size for this type of Home $ 275 per sq ft sales price $ 15,840,000 660,000 Average Sales Price for 2400 sq ft Townhome Attached Townhomes (Coliseum Wrap, 2 Story Homes with Drive -Under Garage) This style of Townhome to be restricted to 2 bedrooms per Unit Maximum 16 Maximum Number for this type of Home 1800 sq ft Minimum Home Size for this type of Home $ 250 per sq ft sales price $ 9,600,000 600,000 Average Sales Price for 2400 sq ft Townhome Plaza Mayor: 137 Flats in the Plaza Mayor Complex: Average Rent is based upon $1.80 1sq ft, and includes Concierge Service from Hotel # of Units Beds aver sa ft Ave Rent Total Sa ft 69 1 1,200 $ 2,160 82,800 48 2 1,600 $ 2,880 76,800 20 2 w/ study 2,000 $ 3,600 40,000 2 bedroom with Formal Study w /closet $ 29, 940, 000 137 199,600 289 Aae- Restricted / Indeaendent Livina Flats in the Plaza Mavor Complex: Average Rent is based upon $1.80 1sq ft, and includes Concierge Service from Hotel # of Units Beds aver sq ft Ave Rent Total Sa ft 29 Efficiency 800 $ 1,440 23,200 115 1 1,200 $ 2,160 138,000 101 2 44 2 w/ study $ 61, 620, 000 289 $ 158,922,000 i Total Residential Ad Valorem Total Units By Use: 12 Single Family Detached Homes 1,600 $ 2,880 161,600 2,000 $ 3,600 88,000 2 bedroom with Formal Study 410,800 121 Fee - Simple Owner occupied Townhomes and Condominiums 289 Age Restricted /Independent living Flats (Apartment rental units) 137 Flats (Apartment Rental units) 559 Total Proposed Residences OFF ��TC estlake Town Council TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Workshop Meeting Monday, January 28, 2013 Topic: Discussion and consideration of adopting an ordinance authorizing the issuance of general obligation refunding bonds; establishing procedures for the sale and delivery of the bonds; providing for the security for and payment of said bonds; providing an effective date; and enacting other provisions related to the subject to include "Delegated Pricing ". STAFF CONTACT: Debbie Piper, Finance Director Decision Points Start Date Completion Date Timeframe: January 28, 2013 March 19, 2013 Funding: Amount- None. Status- ®N /A Source- N/A Decision Alignment 1 Strategy Map or VVM Connection @ Strategic Issue Connection Page 1 of 2 VVM Perspective Desired Outcome Exemplary Financial FS.Sustain Fiscal Health 5 Governance Stewardship Outcome Strategic Issue Staff Action Strategy Fiscal Stewardship & Organizational N/A SA 09B] : Financial Analysis Effectiveness 1 Strategy Map or VVM Connection @ Strategic Issue Connection Page 1 of 2 EXECUTIVE SUMMARY Tom Lawrence, our financial advisor, has been closely watching the bond rates and working the numbers in order to notify the Town at the earliest time it would be beneficial to refund a portion of our bonds. He has identified significant estimated cost savings that can be obtained by moving forward on the refunding of certain 2003 Certificates of Obligation, 2008 General Obligation Bonds and 2011 Certificates of Obligation previously issued by the Town. He has forwarded the attached report to make us aware of potential savings if we proceed. As stated in our Financial Policies, the present value savings of a particular refunding should exceed 3.5% at the refunded maturities before considering a refunding. The attached report, based on current interest rates (as of January 15), reflects present values savings of 11.7 %, with an overall savings of $871,338. (page 1 of report). Tom Lawrence has proposed to use the refunding bonds to (1) achieve savings, and (2) restructure annual debt service on all outstanding debt so that aggregate annual payments are level over the next 20 years. (page 1 of report) Staff is also recommending the Council consider adopting a "Delegated Pricing" ordinance that gives us more timing flexibility. This is a more flexible approach than the traditional method of locking in an interest rate on the day that the Town Council meets to approve the sale of the bonds. This involves the Council approving a set of parameters that must be met before the refunding bonds could be issued. Such parameters include, among others, maximum amount of refunding bonds (e.g. $7 million), minimum amount of present value savings (e.g. 5.0 %) and a time limit for completing the transaction, (e.g. six months). In addition to establishing parameters, a Delegated Pricing Ordinance delegates the final approval of the refunding bonds to its staff, e.g. Town Manager or Finance Director, who would have to sign off on the transaction before a bond sale and closing may occur. No further Council action would be required. A schedule is attached of the events that will need to take place if we move forward with the bond refunding and "Delegated Pricing" ordinance in January. ORGANIZATIONAL HISTORY /RECOMMENDATION Staff recommends approval of an ordinance authorizing the issuance of general obligation refunding bonds, including "Delegated Pricing" at the January Council meeting in order for Town Staff to take advantage of rates when they are at a point that best benefits the Town regarding the refunding. Attachments a) Schedule of Events b) Refunding report prepared by Lawrence Financial Consulting LLC Page 2 of 2 TOWN OF WESTLAKE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013 SCHEDULE OF EVENTS (Council Meeting Dates Highlighted) Action Date Bond Sale/Delegated Pricing Approved by Town Council 0 I/28/l3 Application for Credit Rating; initial draft of POS distributed 01/29/13 Credit Rating Received 02/12/13 Preliminary Official Statement Distributed to Investors 02/13/13 Bond Pricing Completed 02/19/13 Bond Counsel Submits Transcript to AG for Review 02/21/13 Final Official Statement printed 02/26/13 Closing Memorandum Distributed 02/26/13 Attorney General Approval Received 03/15/13 Closing 03/19/13 Lawrence Financial Consulting LLC 1/11/2013 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Table of Contents Report Debt Service Comparison 1 Net Debt Service Schedule 2 Pricing Summary 3 Total Refunded Debt Service 4 Sources & Uses 7 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Debt Service Comparison Date Total P +I Existing D/S Net New D/S Old Net D/S Savings 09/30/2013 395,550.47 620,835.00 1,016,385.47 1,015,682.88 (702.59) 09/30/2014 512,830.00 1,004,257.50 1,517,087.50 1,610,232.01 93,144.51 09/30/2015 531,025.00 986,095.00 1,517,120.00 1,597,280.75 80,160.75 09/30/2016 503,652.50 1,014,382.50 1,518,035.00 1,623,851.00 105,816.00 09/30/2017 336,315.00 1,183,882.50 1,520,197.50 1,596,031.50 75,834.00 09/30/2018 324,170.00 1,192,257.50 1,516,427.50 1,605,048.50 88,621.00 09/30/2019 336,552.50 1,184,432.50 1,520,985.00 1,597,469.50 76,484.50 09/30/2020 338,365.00 1,181,157.50 1,519,522.50 1,594,044.50 74,522.00 09/30/2021 334,685.00 1,182,157.50 1,516,842.50 1,594,498.50 77,656.00 09/30/2022 335,497.50 1,182,357.50 1,517,855.00 1,594,731.50 76,876.50 09/30/2023 335,745.00 1,181,757.50 1,517,502.50 1,593,718.50 76,216.00 09/30/2024 330,645.00 1,188,157.50 1,518,802.50 1,599,259.50 80,457.00 09/30/2025 330,308.75 1,186,657.50 1,516,966.25 1,596,454.50 79,488.25 09/30/2026 339,497.50 1,176,757.50 1,516,255.00 1,585,778.50 69,523.50 09/30/2027 333,257.50 1,184,907.50 1,518,165.00 1,597,656.50 79,491.50 09/30/2028 326,822.50 1,190,607.50 1,517,430.00 1,601,392.50 83,962.50 09/30/2029 626,162.50 894,695.00 1,520,857.50 1,473,995.00 (46,862.50) 09/30/2030 626,001.25 893,345.00 1,519,346.25 1,470,170.00 (49,176.25) 09/30/2031 625,150.00 895,560.00 1,520,710.00 1,473,810.00 (46,900.00) 09/30/2032 628,525.00 890,910.00 1,519,435.00 1,316,160.00 (203,275.00) Total $8,450,757.97 $21,415,170.00 $29,865,927.97 $30,737,265.64 $871,337.67 PV Analysis Summary (Net to Net) Gross PV Debt Service Savings 787,627.24 Net PV Cashflow Savings @ 2.345 %(TIC) 787,627.24 Contingency or Rounding Amount 3,474.44 Net Present Value Benefit $791,101.68 Net PV Benefit / $6,277,000 Refunded Principal 12.603% Net PV Benefit / $6,760,000 Refunding Principal 11.703% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Cons ulting LLC Registered Municipal Advisor & Texas Securities Dealer Page 1 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Net Debt Service - ALL OUTSTANDING DEBT Date Principal Coupon Interest Total P +I Existing D/S Net New D/S 09/30/2013 345,000.00 0.300% 50,550.47 395,550.47 620,835.00 1,016,385.47 09/30/2014 390,000.00 0.400% 122,830.00 512,830.00 1,004,257.50 1,517,087.50 09/30/2015 410,000.00 0.500% 121,025.00 531,025.00 986,095.00 1,517,120.00 09/30/2016 385,000.00 0.700% 118,652.50 503,652.50 1,014,382.50 1,518,035.00 09/30/2017 220,000.00 0.900% 116,315.00 336,315.00 1,183,882.50 1,520,197.50 09/30/2018 210,000.00 1.100% 114,170.00 324,170.00 1,192,257.50 1,516,427.50 09/30/2019 225,000.00 1.300% 111,552.50 336,552.50 1,184,432.50 1,520,985.00 09/30/2020 230,000.00 1.500% 108,365.00 338,365.00 1,181,157.50 1,519,522.50 09/30/2021 230,000.00 1.700% 104,685.00 334,685.00 1,182,157.50 1,516,842.50 09/30/2022 235,000.00 1.900% 100,497.50 335,497.50 1,182,357.50 1,517,855.00 09/30/2023 240,000.00 2.100% 95,745.00 335,745.00 1,181,757.50 1,517,502.50 09/30/2024 240,000.00 2.150% 90,645.00 330,645.00 1,188,157.50 1,518,802.50 09/30/2025 245,000.00 2.250% 85,308.75 330,308.75 1,186,657.50 1,516,966.25 09/30/2026 260,000.00 2.350% 79,497.50 339,497.50 1,176,757.50 1,516,255.00 09/30/2027 260,000.00 2.450% 73,257.50 333,257.50 1,184,907.50 1,518,165.00 09/30/2028 260,000.00 2.500% 66,822.50 326,822.50 1,190,607.50 1,517,430.00 09/30/2029 570,000.00 2.600% 56,162.50 626,162.50 894,695.00 1,520,857.50 09/30/2030 585,000.00 2.650% 41,001.25 626,001.25 893,345.00 1,519,346.25 09/30/2031 600,000.00 2.700% 25,150.00 625,150.00 895,560.00 1,520,710.00 09/30/2032 620,000.00 2.750% 8,525.00 628,525.00 890,910.00 1,519,435.00 Total $6,760,000.00 - $1,690,757.97 $8,450,757.97 $21,415,170.00 $29,865,927.97 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 2 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Pricing Summary Type of Maturity Maturity Bond Coupon Yield Value Price Dollar Price 08/15/2013 Serial Coupon 0.300% 0.300% 345,000.00 100.000% 345,000.00 02/15/2014 Serial Coupon 0.400% 0.400% 390,000.00 100.000% 390,000.00 02/15/2015 Serial Coupon 0.500% 0.500% 410,000.00 100.000% 410,000.00 02/15/2016 Serial Coupon 0.700% 0.700% 385,000.00 100.000% 385,000.00 02/15/2017 Serial Coupon 0.900% 0.900% 220,000.00 100.000% 220,000.00 02/15/2018 Serial Coupon 1.100% 1.100% 210,000.00 100.000% 210,000.00 02/15/2019 Serial Coupon 1.300% 1.300% 225,000.00 100.000% 225,000.00 02/15/2020 Serial Coupon 1.500% 1.500% 230,000.00 100.000% 230,000.00 02/15/2021 Serial Coupon 1.700% 1.700% 230,000.00 100.000% 230,000.00 02/15/2022 Serial Coupon 1.900 % 1.900% 235,000.00 100.000% 235,000.00 02/15/2023 Serial Coupon 2.100% 2.100% 240,000.00 100.000% 240,000.00 02/15/2024 Serial Coupon 2.150% 2.150% 240,000.00 100.000% 240,000.00 02/15/2025 Serial Coupon 2.250% 2.250% 245,000.00 100.000% 245,000.00 02/15/2026 Serial Coupon 2.350% 2.350% 260,000.00 100.000% 260,000.00 02/15/2027 Serial Coupon 2.450% 2.450% 260,000.00 100.000% 260,000.00 02/15/2028 Serial Coupon 2.500% 2.500% 260,000.00 100.000% 260,000.00 02/15/2029 Serial Coupon 2.600% 2.600% 570,000.00 100.000% 570,000.00 02/15/2030 Serial Coupon 2.650% 2.650% 585,000.00 100.000% 585,000.00 02/15/2031 Serial Coupon 2.700% 2.700% 600,000.00 100.000% 600,000.00 02/15/2032 Serial Coupon 2.750% 2.750% 620,000.00 100.000% 620,000.00 Total - $6,760,000.00 - $6,760,000.00 Bid Information Par Amount of Bonds $6,760,000.00 Gross Production $6,760,000.00 Bid (100.000 %) 6,760,000.00 Total Purchase Price $6,760,000.00 Bond Year Dollars $71,289.06 Average Life 10.546 Years Average Coupon 2.3716936% Net Interest Cost (NIC) 2.3716936% True Interest Cost (TIC) 2.3453184% 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & T6xas Securities� Dealer Page 3 Town of Westlake, Texas Limited Tax Building Bonds Series 2008 Total Refunded Debt Service Date Principal Coupon Interest Total P +I 05/01/2013 100,000.00 3.920% 41,846.00 141,846.00 05/01/2014 100,000.00 3.920% 79,772.00 179,772.00 05/01/2015 105,000.00 3.920% 75,852.00 180,852.00 05/01/2016 110,000.00 3.920% 71,736.00 181,736.00 05/01/2017 115,000.00 3.920% 67,424.00 182,424.00 05/01/2018 120,000.00 3.920% 62,916.00 182,916.00 05/01/2019 125,000.00 3.920% 58,212.00 183,212.00 05/01/2020 130,000.00 3.920% 53,312.00 183,312.00 05/01/2021 135,000.00 3.920% 48,216.00 183,216.00 05/01/2022 140,000.00 3.920% 42,924.00 182,924.00 05/01/2023 145,000.00 3.920% 37,436.00 182,436.00 05/01/2024 150,000.00 3.920% 31,752.00 181,752.00 05/01/2025 155,000.00 3.920% 25,872.00 180,872.00 05/01/2026 160,000.00 3.920% 19,796.00 179,796.00 05/01/2027 170,000.00 3.920% 13,524.00 183,524.00 05/01/2028 175,000.00 3.920% 6,860.00 181,860.00 Total $2,135,000.00 - $737,450.00 $2,872,450.00 Yield Statistics Average Life 8.428 Years Weighted Average Maturity (Par Basis) 8.428 Years Average Coupon 3.9200000% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2008 1 SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Finan6al Consulting Registered Municipal �dvisor & Texas Securities Pealer Page 4 Town of Westlake, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation Series 2003 Total Refunded Debt Service Date Principal Coupon Interest Total P +I 05/01/2013 170,000.00 3.700% 51,850.63 221,850.63 05/01/2014 175,000.00 3.875% 97,411.26 272,411.26 05/01/2015 185,000.00 4.000% 90,630.00 275,630.00 05/01/2016 190,000.00 4.200 % 83,230.00 273,230.00 05/01/2017 - - 75,250.00 75,250.00 05/01/2018 75,250.00 75,250.00 05/01/2019 75,250.00 75,250.00 05/01/2020 75,250.00 75,250.00 05/01/2021 75,250.00 75,250.00 05/01/2022 75,250.00 75,250.00 05/01/2023 - 75,250.00 75,250.00 05/01/2024 - 75,250.00 75,250.00 05/01/2025 - 75,250.00 75,250.00 05/01/2026 - 75,250.00 75,250.00 05/01/2027 - 75,250.00 75,250.00 05/01/2028 - - 75,250.00 75,250.00 05/01/2029 350,000.00 5.000% 75,250.00 425,250.00 05/01/2030 365,000.00 5.000% 57,750.00 422,750.00 05/01/2031 385,000.00 5.000% 39,500.00 424,500.00 05/01/2032 405,000.00 5.000 % 20,250.00 425,250.00 Total $2,225,000.00 - $1,418,871.89 $3,643,871.89 Yield Statistics Average Life 12.496 Years Weighted Average Maturity (Par Basis) 12.496 Years Average Coupon 4.9600446% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2003 after 2011 rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial ConspIting LLq Registered Municipal Advisor & Texas Securities Oealer Page 5 Town of Westlake, Texas Combination Tax and Revenue Certificate of Obligation Series 2011 Total Refunded Debt Service Date Principal Coupon Interest Total P +I 02/15/2014 93,000.00 3.250% 62,302.50 155,302.50 02/15/2015 97,000.00 3.250% 59,280.00 156,280.00 02/15/2016 100,000.00 3.250% 56,127.50 156,127.50 02/15/2017 75,000.00 5.000% 67,113.75 142,113.75 02/15/2018 79,000.00 5.000% 77,600.00 156,600.00 02/15/2019 83,000.00 5.000% 73,650.00 156,650.00 02/15/2020 87,000.00 5.000% 69,500.00 156,500.00 02/15/2021 91,000.00 5.000% 65,150.00 156,150.00 02/15/2022 96,000.00 5.000% 60,600.00 156,600.00 02/15/2023 101,000.00 5.000% 55,800.00 156,800.00 02/15/2024 106,000.00 5.000% 50,750.00 156,750.00 02/15/2025 111,000.00 5.000% 45,450.00 156,450.00 02/15/2026 117,000.00 5.000% 39,900.00 156,900.00 02/15/2027 123,000.00 5.000% 34,050.00 157,050.00 02/15/2028 129,000.00 5.000% 27,900.00 156,900.00 02/15/2029 136,000.00 5.000% 21,450.00 157,450.00 02/15/2030 143,000.00 5.000% 14,650.00 157,650.00 02/15/2031 150,000.00 5.000% 7,500.00 157,500.00 Total $1,917,000.00 - $888,773.75 $2,805,773.75 Yield Statistics Average Life 10.325 Years Weighted Average Maturity (Par Basis) 10.325 Years Average Coupon 4.4606268% Refunding Bond Information Refunding Dated Date 3/19/2013 Refunding Delivery Date 3/19/2013 2011 CO I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 6 Town of Westlake, Texas General Obligation Refunding Bonds Series 2013 Sources & Uses Dated 03/19/20131 Delivered 03/19/2013 Sources Of Funds Par Amount of Bonds $6,760,000.00 Total Sources $6,760,000.00 Uses Of Funds Costs of Issuance 135,200.00 Current Refunding 2,174,231.56 Advance Refunding 4,447,094.00 Rounding Amount 3,474.44 Total Uses $6,760,000.00 2013 Rfd I SINGLE PURPOSE 1 1/15/2013 1 4:26 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 7 TOWN OF WESTLAKE ORDINANCE NO. 697 ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF WESTLAKE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS; ESTABLISHING PROCEDURES FOR THE SALE AND DELIVERY OF THE BONDS; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT THE STATE OF TEXAS § COUNTIES OF TARRANT AND DENTON § TOWN OF WESTLAKE § WHEREAS, there are presently the outstanding obligations of the Town of Westlake, Texas (the "Issuer ") described in Schedule I attached hereto, collectively, the "Eligible Refunded Obligations "; WHEREAS, the Issuer now desires to refund all or part of the Eligible Refunded Obligations, and those Eligible Refunded Obligations designated by the Pricing Officer in the Pricing Certificate, each as defined below, to be refunded are herein referred to as the "Refunded Obligations "; WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other available funds or resources, directly with a paying agent for any of the Refunded Obligations or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Obligations, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree; WHEREAS, this Town Council hereby finds and determines that it is a public purpose and in the best interests of the Issuer to refund the Refunded Obligations in order to achieve a present value debt service savings of not less than 5.00 %, with such savings, among other information and terms to be included in a pricing certificate (the "Pricing Certificate ") to be executed by the Pricing Officer (hereinafter designated), all in accordance with the provisions of Section 1207.007, Texas Government Code; WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; WHEREAS, the bonds hereafter authorized are being issued and delivered pursuant to said Chapter 1207, Texas Government Code; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Tex. Gov't Code Ann. ch. 551; Now, Therefore Ordinance Page 1 of 29 BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. (b) The bonds of the Town of Westlake, Texas (the "Issuer ") are hereby authorized to be issued and delivered in the aggregate principal amount hereinafter provided for the public purpose of providing funds to refund a portion of the Issuer's outstanding indebtedness and to pay the costs incurred in connection with the issuance of the Bonds. (c) Each bond issued pursuant to this Ordinance shall be designated: "TOWN OF WESTLAKE, TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 2013," and initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without interest coupons, payable to the respective registered owners thereof (with the initial bonds being made payable to the initial purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner "). The Bonds shall be in the respective denominations and principal amounts, shall be numbered, shall mature and be payable on the date or dates in each of the years and in the principal amounts, and shall bear interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate. SECTION 2. DELEGATION TO PRICING OFFICER. (a) As authorized by Section 1207.007, Texas Government Code, as amended, the Town Manager or Finance Director of the Town, or either of them (the "Pricing Officer "), are hereby authorized to act on behalf of the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded Obligations shall be refunded and carrying out the other procedures specified in this Ordinance, including, determining the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such maturity, the interest payment and record dates, the price and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Bonds, including without limitation establishing the redemption date for and effecting the redemption of the Refunded Obligations and obtaining municipal bond insurance for all or any portion of the Bonds and providing for the terms and provisions thereof applicable to the Bonds, all of which shall be specified in the Pricing Certificate; provided that: (i) the aggregate original principal amount of the Bonds shall not exceed $7,000,000; (ii) the refunding must produce a present value debt service savings of at least 5.00 %; (iii) the true interest cost of the Bonds shall not exceed 3.20% per annum provided that the net effective interest rate on the Bonds shall not exceed the maximum rate set forth in Chapter 1204, Texas Government Code, as amended; (iv) the final maturity of the Bonds may not be later than May 1, 2032; and (v) the delegation made hereby shall expire if not exercised by the Pricing Officer on or before July 28, 2013. Ordinance Page 2 of 29 (b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not exceeding the amount authorized in Subsection (a) hereof, which shall be sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate. SECTION 3. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange. The selection and appointment of the paying agent /registrar for the Bonds (the "Paying Agent/Registrar ") shall be as provided in the Pricing Certificate. The Mayor or the Town Manager is authorized and directed to execute and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent /Registrar in substantially the form presented at this meeting (b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at the corporate trust office of the Paying Agent /Registrar books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books "), and the Issuer hereby appoints the Paying Agent /Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent /Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. (c) Authentication. Except as provided in subsection (i) of this section, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent /Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent /Registrar shall provide for the printing, execution and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent /Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent /Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent /Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest Ordinance Page 3 of 29 on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each registered owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. (f) Paying A eng t/Registrar. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent /Registrar for the Bonds under this Ordinance, and that the Paying Agent /Registrar will be one entity. By accepting the position and performing as such, each Paying Agent /Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (g) Substitute Paying A eg n� ig strar. The Issuer reserves the right to, and may, at its option, change the Paying Agent /Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent /Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent /Registrar under this Ordinance. Upon any change in the Paying Agent /Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent /Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent /Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent /Registrar to each registered owner of the Bonds, by United States mail, first -class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. (g) Book -Entry Only S sy tem. The Bonds issued in exchange for the Bonds initially issued to the purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof and the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ( "DTC "), and except as provided in subsections (i) and 0) of this Section, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (h) Blanket Letter of Representations. The previous execution and delivery of the Blanket Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Bonds. Notwithstanding anything to the contrary contained herein, Ordinance Page 4 of 29 while the Bonds are subject to DTC's Book -Entry Only System and to the extent permitted by law, the Letter of Representations is hereby incorporated herein and its provisions shall prevail over any other provisions of this Ordinance in the event of conflict. (i) Bonds Registered in the Name of Cede & Co. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent /Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. 0) Successor Securities Depository; Transfers Outside Book -Entry Onl S se. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions ofthis Ordinance. (k) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC. (1) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent /Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent /Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent /registrar's Authentication Bond, in the FORM OF BOND set forth in this Ordinance. Ordinance Page 5 of 29 (m) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the initial purchaser of the Bonds or its designee, executed by manual or facsimile signature of the President and Secretary of the Board, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such purchaser or its designee. Upon payment for the initial Bond, the Paying Agent/Registrar shall insert the Issuance Date on Bond No. T -1, cancel each of the initial Bonds and deliver to The Depository Trust Company ( "DTC ") on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. To the extent that the Paying Agent /Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent /Registrar and DTC, the Paying Agent /Registrar shall hold the definitive Bonds in safekeeping for DTC. SECTION 4. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent /Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance, and with the Bonds to be completed with information set forth in the Pricing Certificate. (a) Form of Bond. NO. R- PRINCIPAL UNITED STATES OF AMERICA AMOUNT STATE OF TEXAS a, TOWN OF WESTLAKE, TEXAS GENERAL OBLIGATION REFUNDING BOND SERIES 2013 INTEREST RATE DATE OF BONDS MATURITY DATE CUSIP NO. REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the Town of Westlake, in Tarrant and Denton Counties, Texas (the "Issuer "), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner "), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 -day year of twelve 30 -day months) from at the Interest Rate per annum specified above. Interest is payable on and semiannually on each and thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest Ordinance Page 6 of 29 on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of 1 , Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the 'Bond Ordinance ") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent /Registrar by United States mail, first -class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the day of the month preceding each such date (the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the registered owner. In the event of a non - payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for payment or redemption at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date and interest payment date for this Bond it will make available to the Paying Agent /Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for any payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent /Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $ for the public purposes ofrefunding certain outstanding obligations ofthe Issuer, and to pay the costs incurred in connection with the issuance of the Bonds. ON , or on any date thereafter, the Bonds of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. Ordinance Page 7 of 29 THE BONDS scheduled to mature on in the years and (the "Term Bonds ") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective principal amounts, set forth in the following schedule: Term Bond Term Bond Maturity: , Principal Mandatory Redemption Date Amount Maturity: Principal Mandatory Redemption Date Amount (maturity) (maturity) The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the District, by the principal amount of any Term Bonds of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the District at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the District at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subj ect to the deposit ofthe redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date. If such redemption is not effectuated, the Paying Agent /Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received and shall rescind the redemption. AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent /Registrar by United States mail, first -class postage prepaid, at least 30 days prior to the date fixed for any such redemption, to the registered owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the registered owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price from the Paying Agent /Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. Ordinance Page 8 of 29 ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent /Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent /Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent /Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The Paying Agent /Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent /Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent /Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law. THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the registered owners of a majority in aggregate principal amount of the outstanding Bonds. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, the Mayor Pro Tern of the Issuer) and Ordinance Page 9 of 29 countersigned with the manual or facsimile signature of the Town Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (signature) (signature) Town Secretary Mayor (SEAL) (b) Form of Paying Agent/Registrar's Authentication Certificate. PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: Texas (c) Form of Assignment. Paying Agent /Registrar Authorized Representative ASSIGNMENT (Please print or type clearly) For value received, the undersigned hereby sells, assigns and transfers unto: Transferee's Social Security or Taxpayer Identification Number: Transferee's name and address, including zip code: the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: Ordinance Page 10 of 29 NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program. NOTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. (d) Form of Registration Certificate of the Comptroller of Public Accounts. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Texas Comptroller of Public Accounts of the State of (COMPTROLLER'S SEAL) (e) Initial Bond Insertions. (i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except that: A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE TOWN OF WESTLAKE, TEXAS, in Tarrant and Denton Counties, Texas (the "Issuer "), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner "), on in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amount Interest Rates (Information from Section 2 to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 - day year of twelve 30 -day months) from at the respective Interest Rate per annum specified above. Interest is payable on , and semiannually on each and thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Ordinance Page 11 of 29 Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The Initial Bond shall be numbered "T -1." SECTION 5. INTEREST AND SINKING FUND. (a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the Issuer as a separate fund or account and the funds therein shall be deposited into and held in an account at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on and principal of said Bonds. All amounts received from the sale of the Bonds as accrued interest shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Bonds shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Bonds are outstanding and unpaid, the governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the interest on said Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Bonds as such principal matures (but never less than 2% of the original amount of said Bonds as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year while any of said Bonds are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. If lawfully available moneys of the Issuer are actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the lawfully available funds then on deposit in the Interest and Sinking Fund. (b) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a security interest in said pledge to occur. SECTION 6. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond ") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent /Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement ") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Ordinance Page 12 of 29 Issuer with the Paying Agent /Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent /Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying Agent /Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Defeasance Securities" means any securities and obligations now or hereafter authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as the Bonds. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent /Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. SECTION 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent /Registrar shall cause to be printed, executed and delivered, a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent /Registrar. In every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent /Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case Ordinance Page 13 of 29 of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this , in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent /Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent /Registrar, and the Paying Agent /Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. SECTION 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer and the Pricing Officer are hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. Ordinance Page 14 of 29 SECTION 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as Obligation described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed or refinanced therewith (the "Projects ") are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action that would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with — (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of an advance refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, and in the case of a current refunding bond, for a period of 90 days or less, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148 -1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements Ordinance Page 15 of 29 of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five -year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the Refunded Obligations expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U. S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor and the Pricing Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) Disposition of Project. The Issuer covenants that the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally- recognized bond counsel that such sale or other disposition will not adversely affect the tax - exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. (e) Adoption of Written Procedures Relating to Continuing Compliance with Federal Tax Covenants. The Issuer hereby adopts the Written Procedures Relating to Continuing Compliance with Federal Tax Covenants set forth in Exhibit A to this Ordinance with respect to the Bonds and any other tax - exempt obligations issued by the Issuer. SECTION 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Bonds shall be sold and delivered subject to the provisions of Section 1 and Section 3 and pursuant to the terms and provisions of a bond purchase agreement (the "Purchase Agreement ") which the Pricing Officer is hereby authorized to execute and deliver and in which the purchaser or purchasers (the Ordinance Page 16 of 29 "Underwriters ") of the Bonds shall be designated. The Bonds shall initially be registered in the name of the purchaser thereof as set forth in the Pricing Certificate. (b) The Mayor and Town Secretary are further authorized and directed to execute and deliver for and on behalf of the Issuer copies of a Preliminary Official Statement and Official Statement, prepared in connection with the offering of the Bonds by the Purchasers, in final form as may be required by the Purchasers, and such final Official Statement in the form and content as approved by the Pricing Officer or as manually executed by said officials shall be deemed to be approved by the Town Council of the Issuer and constitute the Official Statement authorized for distribution and use by the Purchasers. The form and substance of the Preliminary Official Statement for the Bonds and any addenda, supplement or amendment thereto, all as approved by the Pricing Officer, are hereby deemed to be approved in all respects by the Town Council of the Issuer, and the Preliminary Official Statement is hereby deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purpose of paragraph (b)(1) of the Rule (hereinafter defined). (c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the "Insurer ") a municipal bond insurance policy (the "Insurance Policy ") in support of the Bonds. To that end, should the Pricing Officer exercise such authority and commit the Issuer to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance Policy by the Insurer. (d) The Mayor and Mayor Pro Tem, the Town Secretary and the Pricing Officer shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and on behalf of the Issuer such documents, certificates and other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Pricing Certificate, the Bonds, the sale of the Bonds and the Official Statement. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 11. COMPLIANCE WITH RULE 15c2 -12. (a) Definitions. That as used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2 -12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. (i) The Issuer agrees to provide annually to the MSRB, in an electronic format as prescribed by the MSRB, within six months after the end of each fiscal year, financial information and operating data with respect to the Issuer, as provided in the Pricing Certificate. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in the financial statements of the Issuer appended to the Official Statement, or such other accounting Ordinance Page 17 of 29 trustee. principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Issuer shall provide unaudited financial information by the required time, and shall provide audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document that is available to the public on the MSRB's internet website or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Event Notices. (i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Non - payment related defaults; 2. Modifications to rights of Bondholders; 3. Bond calls; 4. Release, substitution, or sale of property securing repayment of the Bonds; 5. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; and 6. Appointment of a successor or additional trustee or the change of name of a (ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Bonds, without regard to whether such event is considered material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Unscheduled draws on debt service reserves reflecting financial difficulties; 3. Unscheduled draws on credit enhancements reflecting financial difficulties; 4. Substitution of credit or liquidity providers, or their failure to perform; Ordinance Page 18 of 29 5. Adverse tax opinions or the issuance by the Internal Revenue Service ofproposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 —TEB) or other material notices or determinations with respect to the tax - exempt status of the Bonds, or other events affecting the tax - exempt status of the Bonds; 6. Tender offers; 7. Defeasances; 8. Rating changes; and 9. Bankruptcy, insolvency, receivership or similar event of an obligated person. (iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) Should the Rule be amended to obligate the Issuer to make filings with or provide notices to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with respect Ordinance Page 19 of 29 to the Bonds in accordance with the Rule as amended. The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 12. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to -wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of nationally recognized bond counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or Ordinance Page 20 of 29 (5) Change the minimum percentage of the principal amount of the Bonds necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of mailing of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least 51 % in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of such consent, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of such consent by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration of the ownership of such Bonds on the registration books kept by the Paying Agent /Registrar. SECTION 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act Ordinance Page 21 of 29 or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the Issuer or the Board of Trustees. SECTION 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Mayor or the Pricing Officer are further authorized to enter into and execute on behalf of the Issuer with the escrow agent named therein, an escrow or similar agreement, in the form and substance as shall be approved by the Pricing Officer, which agreement will provide for the payment in full of the Refunded Obligations. In addition, the Mayor or the Pricing Officer is authorized to purchase such securities, to execute such subscriptions for the purchase of the Escrowed Securities (as defined in the agreement), if any, and to authorize such contributions for the escrow fund as provided in the agreement. SECTION 15. REDEMPTION OF REFUNDED OBLIGATIONS. (a) Subject to execution and delivery of the Purchase Agreement with the Purchaser, the Issuer hereby directs that the Refunded Obligations be called for redemption on the dates and at such prices as set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued a Notice of Redemption of the Refunded Obligations in substantially the form set forth in Exhibit B attached hereto, completed with information from the Pricing Certificate, to the paying agents for the Refunded Obligations. (b) In addition, the paying agents for the Refunded Obligations are hereby directed to provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance of Refunded Obligations and is hereby directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on their redemption dates. The Refunded Obligations shall be presented for redemption at the paying agents therefor, and shall not bear interest after the date fixed for redemption. (c) If the redemption of the Refunded Obligations results in the partial refunding of any maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent /registrar for the Refunded Obligations to designate at random and by lot which of the Refunded Obligations will be payable from and secured solely from ad valorem taxes of the Issuer pursuant to the ordinance of the Issuer authorizing the issuance of such Refunded Obligations (the "Refunded Bond Ordinance "). The paying agent /registrar shall notify by first -class mail all registered owners of all affected bonds of such maturities that: (i) a portion of Ordinance Page 22 of 29 such bonds have been refunded and are secured until final maturity solely with cash and investments maintained by the Escrow Agent in the Escrow Fund, (ii) the principal amount of all affected bonds of such maturities registered in the name of such registered owner that have been refunded and are payable solely from cash and investments in the Escrow Fund and the remaining principal amount of all affected bonds of such maturities registered in the name of such registered owner, if any, have not been refunded and are payable and secured solely from ad valorem taxes of the Issuer described in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit his or her Refunded Obligations to the paying agent /registrar, for the purposes of re- registering such registered owner's bonds and assigning new CUSIP numbers in order to distinguish the source of payment for the principal and interest on such bonds, and (iv) payment of principal of and interest on such bonds may, in some circumstances, be delayed until such bonds have been re- registered and new CUSIP numbers have been assigned as required by (iii) above. (d) The source of funds for payment of the principal of and interest on the Refunded Obligations on their respective maturity or redemption dates shall be from the funds deposited with the Escrow Agent pursuant to the Escrow Agreement approved in Section 14 of this Ordinance. SECTION 16. APPROPRIATION. To pay the debt service coming due on the Bonds, if any (as determined by the Pricing Certificate) prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other purpose. SECTION 17. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 18. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the Town Council. [Execution Page Follows] Ordinance Page 23 of 29 PASSED AND APPROVED ON THIS 28TH DAY OF JANUARY, 2013. Laura Wheat, Mayor &746 119 Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney [CITY SEAL] SCHEDULEI SCHEDULE OF ELIGIBLE REFUNDED OBLIGATIONS Town of Westlake, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2003, dated June 1, 2003, maturities May 1 in the years 2013 through 2016, inclusive, and 2032. Town of Westlake, Texas, General Obligation Bonds, Series 2008, dated May 15, 2008, maturities May 1 in the years 2013 through 2028, inclusive. Town of Westlake, Texas, Combination Tax and Revenue Certificate of Obligation, Series 2011, dated March 1, 2011, maturities February 15 in the years 2014 through 2031, inclusive. Ordinance Page 25 of 29 .................. : WRITTEN PROCEDURES FOR FEDERAL TAX COMPLIANCE These procedures, together with any federal tax certifications, provisions included in the order, ordinance or resolution (the "Authorizing Document ") authorizing the issuance and sale of any tax - exempt debt such as the Bonds (the "Obligations "), letters of instructions and/or memoranda from bond counsel and any attachments thereto (the "Closing Documents "), are intended to assist the Issuer in complying with federal guidelines related to the issuance of such Obligations. A. Arbitrage Compliance. Federal income tax laws generally restrict the ability to earn arbitrage in connection with the Obligations. The Issuer's chief financial officer (such officer, together with other employees of the Issuer who report to or such officer, is collectively, the "Responsible Person ") will review the Closing Documents periodically (at least once a year) to ascertain if an exception to arbitrage compliance applies. Procedures applicable to Obligations issued for construction and acquisition purposes. With respect to the investment and expenditure of the proceeds of the Obligations that are issued to finance public improvements or to acquire land or personal property, the Responsible Person will: Instruct the appropriate person who is primarily responsible for the construction, renovation or acquisition of the facilities financed with the Obligations (the "Project ") that (i) binding contracts for the expenditure of at least 5% of the proceeds of the Obligations must be entered into within 6 months of the date of closing of the Obligations (the "Issue Date ") and that (ii) the Project must proceed with due diligence to completion; 2. Monitor that at least 85% of the proceeds of the Obligations to be used for the construction, renovation or acquisition of the Project are expended within 3 years of the Issue Date; Monitor the yield on the investments purchased with proceeds of the Obligations and restrict the yield of such investments to the yield on the Obligations after 3 years from the Issue Date; and 4. To the extent that there are any unspent proceeds of the Obligations at the time the Obligations are refunded, or if there are unspent proceeds of the Obligations that are being refunded by a new issuance of Obligations, the Responsible Person shall continue monitoring the expenditure of such unspent proceeds to ensure compliance with federal tax law with respect to both the refunded Obligations and any Obligations being issued for refunding purposes. Procedures applicable to Obligations with a debt service reserve fund. In addition to the foregoing, if the Issuer issues Obligations that are secured by a debt service reserve fund, the Responsible Person will assure that the maximum amount of any reserve fund for the Obligations invested at a yield higher than the yield on the Obligations will not exceed the lesser of (1) 10% of the principal amount of the Obligations, (2) 125% of the average annual debt service on the Obligations measured as of the Issue Date, or (3) 100% of the maximum annual debt service on the Obligations as of the Issue Date. Procedures applicable to Escrow Accounts for Refunding Obligations. In addition to the foregoing, if the Issuer issues Obligations and proceeds are deposited to an escrow fund to be administered pursuant to the terms of an escrow agreement, the Responsible Person will: Ordinance Page 26 of 29 Monitor the actions of the escrow agent to ensure compliance with the applicable provisions of the escrow agreement, including with respect to reinvestment of cash balances; 2. Contact the escrow agent on the date of redemption of obligations being refunded to ensure that they were redeemed; and Monitor any unspent proceeds of the refunded obligations to ensure that the yield on any investments applicable to such proceeds are invested at the yield on the applicable obligations or otherwise applied (see Closing Documents). Procedures applicable to all Tax - Exempt Obligation Issues. For all issuances of Obligations, the Responsible Person will: Maintain any official action of the Issuer (such as a reimbursement resolution) stating the Issuer's intent to reimburse with the proceeds of the Obligations any amount expended prior to the Issue Date for the acquisition, renovation or construction of the Project; 2. Ensure that the applicable information return (e.g., U.S. Internal Revenue Service ( "IRS ") Form 8038 -G, 8038 -GC, or any successor forms) is timely filed with the IRS; Assure that, unless excepted from rebate and yield restriction under section 148(f) of the Internal Revenue Code of 1986, as amended, excess investment earnings are computed and paid to the U.S. government at such time and in such manner as directed by the IRS (i) at least every 5 years after the Issue Date and (ii) within 30 days after the date the Obligations are retired; 4. Monitor all amounts deposited into a sinking fund or funds pledged (directly or indirectly) to the payment of the Obligations, such as the Interest and Sinking Fund, to assure that the maximum amount invested within such applicable fund at a yield higher than the yield on the Obligations does not exceed an amount equal to the debt service on the Obligations in the succeeding 12 month period plus a carryover amount equal to one - twelfth of the principal and interest payable on the Obligations for the immediately preceding 12 -month period; and Ensure that no more than 50% of the proceeds of the Obligations are invested in an investment with a guaranteed yield for 4 years or more. B. Private Business Use. Generally, to be tax - exempt, only an insignificant amount of the proceeds of each issue of Obligations can benefit (directly or indirectly) private businesses. The Responsible Person will review the Closing Documents periodically (at least once a year) for the purpose of determining that the use of the Project financed or refinanced with the proceeds of the Obligations does not violate provisions of federal tax law that pertain to private business use. In addition, the Responsible Person will: Develop procedures or a "tracking system" to identify all property financed with Obligations; Monitor and record the date on which the Project is substantially complete and available to be used for the purpose intended; Monitor and record whether, at any time the Obligations are outstanding, any person, other than the Issuer, the employees of the Issuer, the agents of the Issuer or members of the general public: (i) has any contractual right (such as a lease, purchase, management or other service agreement) with respect to any portion of the Project; Ordinance Page 27 of 29 (ii) has a right to use the output of the Project (e.g., water, gas, electricity); or (iii) has a right to use the Project to conduct or to direct the conduct of research; 4. Monitor and record whether, at any time the Obligations are outstanding, any person, other than the Issuer, has a naming right for the Project or any other contractual right granting an intangible benefit; Monitor and record whether, at any time the Obligations are outstanding, the Project, or any portion thereof, is sold or otherwise disposed of, and Take such action as is necessary to remediate any failure to maintain compliance with the covenants contained in the Authorizing Document related to the public use of the Project. C. Record Retention. The Responsible Person will maintain or cause to be maintained all records relating to the investment and expenditure of the proceeds of the Obligations and the use of the Project financed or refinanced thereby for a period ending three (3) years after the complete extinguishment of the Obligations. If any portion of the Obligations is refunded with the proceeds of another series of Obligations, such records shall be maintained until the three (3) years after the refunding Obligations mature or are otherwise paid off. Such records can be maintained in paper or electronic format. D. Responsible Person. A Responsible Person shall receive appropriate training regarding the Issuer's accounting system, contract intake system, facilities management and other systems necessary to track the investment and expenditure of the proceeds and the use of the Project financed or refinanced with the proceeds of the Obligations. The foregoing notwithstanding, each Responsible Person shall report to the governing body of the Issuer whenever experienced advisors and agents may be necessary to carry out the purposes of these instructions for the purpose of seeking approval of the governing body to engage or utilize existing advisors and agents for such purposes. Ordinance Page 28 of 29 NN 15TI-M NOTICE OF REDEMPTION CUSIP Prefix No. NOTICE IS HEREBY GIVEN that the Town of Westlake, Texas has called for redemption the outstanding Certificates of Obligation of the Town described as follows (collectively, the 'Refunded Obligations "): Town of Westlake, Texas , Series , dated , maturing through inclusive, in the aggregate principal amount of $ , to the call date of the Refunded Obligations so called for redemption at Call date: On , interest on the Refunded Obligations shall cease to accrue and be payable. THE REFUNDED OBLIGATIONS shall be redeemed in whole at U.S. Bank National Association, as the Paying Agent /Registrar for said Refunded Obligations. Upon presentation ofthe Refunded Obligations at the Paying Agent /Registrar on the aforementioned redemption date, the holder thereof shall be entitled to receive the redemption price equal to par and accrued interest to the redemption date. NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of payment of said Refunded Obligations called for redemption with funds sufficient to pay the principal amount of said Refunded Obligations and the interest thereon to the redemption date. In the event said Refunded Obligations, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. UNDER THE PROVISIONS of Section 3406 of the Internal Revenue Code of 1986, as amended paying agents making payments of interest and principal on municipal securities may be obligated to withhold a tax from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer identification number. Registered holders who wish to avoid the imposition of the tax should submit certified taxpayer identification numbers (via form W -9) when presenting the Refunded Obligations for payment. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the aforementioned Refunded Obligations and in accordance with the recitals and provisions of said Refunded Obligations. NOTICE IS FURTHER GIVEN that the Refunded Obligations should be submitted to the following addresses: By Mail Overnight Courier/Hand Delivery U.S. Bank National Association Corporate Trust Services P.O. Box 64111 St. Paul, Minnesota 55164 -0111 Tel: (800) 934 -6802 U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue First Floor - Bond Drop Window St. Paul, Minnesota 55107 Tel: (800) 934 -6802 TOWN OF WESTLAKE, TEXAS Ordinance Page 29 of 29 OFF ��TC estlake Town Council TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Workshop Meeting Monday, January 28, 2013 Topic: Consideration of adopting a resolution authorizing the Town's consultants and staff to prepare for the issuance of certificates of obligation in the amount of $9.5 million. STAFF CONTACT: Debbie Piper, Finance Director Decision Points Start Date Completion Date Timeframe: January 28, 2013 March 19, 2013 Funding: Amount- $9.5M Status- MN /A Source- Bond Issuance Decision Alignment Strategy Map or VVM Connection EXECUTIVE SUMMARY Strategic Issue Connection Page 1 of 3 VVM Perspective Desired Outcome Exemplary Financial FS.Sustain Fiscal Health Governance Stewardship Strategic Issue Outcome Staff Action Strategy Fiscal Stewardship & Organizational N/A SA 09B 1: Financial Analysis Effectiveness Strategy Map or VVM Connection EXECUTIVE SUMMARY Strategic Issue Connection Page 1 of 3 In an effort to increase transparency, staff is proposing a Resolution for authorization of Town consultants and staff to begin preparation for the issuance of approving the publication of Notice of Intent to Issue certificates of obligation in the amount of $9.5 million for the financing of the Westlake Academy expansion ($8.5 million) and to fund a portion of the ground storage water tank project ($1.0 million). This authorization will also include a reimbursement resolution. The remaining $500K needed for the ground storage water tank will be funded through an interfund loan from the General Fund with payments being made back to the General Fund with the same amount of interest as the bonds, 2.38% over two years. The current year's adopted budget reflects a $2M interfund transfer from the General Fund with a five year pay back from the Utility Fund. The project's proposed costs have now come in at $1.5M rather than the budgeted amount of $2M. It is staff's recommendation that instead of cash funding this project from the General Fund fund balance, which would reduce the overall available fund balance, it would be more equitable to use a portion of the certificates of obligation. Therefore, users of the system today are not paying for the whole system and the costs are spread over the life span of the project. Over the past several months, the Town Council (functioning as the Board of Trustees for Westlake Academy) has also examined student enrollment and facility options related to the Academy and retained a professional architectural firm, Bennett, Benner, Pettit (BB &P) to: (1) review the previous campus facility plans, (2) obtain a campus facilities master plan, and (3) adopt the facility master plan which would guide future capital planning at Westlake Academy. Based on Phase I of the Facility Plan presented by BB &P and adopted by the Town Council on November 12, 2012, the $8.5 million portion of this issuance will be used for the following expansion at the school: • Cafetorium (for use as a cafeteria, gymnasium and auditorium) • Classroom building • Fieldhouse The proposed $8.5 million portion of the certificates of obligation issuance can be serviced by the Town without impacting the ad valorem tax rate. The debt service payment for this proposed issuance is contained in the Adopted FY 12 -13 budget; albeit, the budget anticipated we would issue the CO's earlier and make an interest payment. Based on the attached report, due to timing, no payments will be made in this fiscal year. The original payments noted in our Five -Year Forecast reflected an annual payment of approximately $440K, whereas, the new numbers reflect annual payments ranging between $416K and $419K. Staff plans to bring this $9.5 million bond issuance before the Council at the February 25th meeting to receive approval of 1) a reimbursement resolution, and (2) publication of notice of intent to issue the certificates of obligation. Based on the attached schedule, we would likely receive bond proceeds sometime in April. Page 2 of 3 The reimbursement resolution will be incorporated into the resolution authorizing publication of notice of intent to issue the certificates of obligation. This action gives the Town the authority to use proceeds from a tax - exempt debt issuance to reimburse its municipal account from which project costs were paid prior to the availability of the proceeds from the debt issuance. This includes any "soft costs" as long as they don't exceed 20% of the bond proceeds as well as going back 60 days prior to the adoption of the resolution for "hard costs" that were paid during that time. ORGANIZATIONAL HISTORY /RECOMMENDATION Staff recommends approval of the adoption of this resolution authorizing the Town's consultants and staff to prepare for the issuance of certificates of obligation in the amount of $9.5 million. Attachments Schedule of Events Refunding report prepared by Lawrence Financial Consulting LLC Page 3 of 3 TOWN OF WESTLAKE, TEXAS COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION, SERIES 2013 SCHEDULE OF EVENTS Council Meeting Dates Highlighted Action Date Council Approves Resolution Approving Proceeding with COs 01128113 Council Approves Resolution Approving Publication of Notice of Intent to Issue COs and Reimbursement Resolution 02125113 Apply for Credit Rating; initial draft of POS distributed 02/26/13 First Publication of Notice of Intent to Issue COs') 02/28/13 Second Publication of Notice of Intent to Issue COs 03/07/13 Credit Rating Received 03/12/13 Distribute Preliminary Official Statement 03/18/13 CO Pricing/Interest Rates Established 03/25/13 Council Adopts Ordinance Approving Sale of COs 04102113 (or 413) Bond Counsel Submits Transcript to AG for Review 04/05/13 Closing Memorandum Distributed to Working Group 04/09/13 Final Official Statement Distributed 04/10/13 Attorney General Approval of COs 04/26/13 Closing 04/30/13 (1) At least 31 days before sale. Lawrence Financial Consulting LLC 111612013 Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Table of Contents Report Debt Service Schedule 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Debt Service Schedule Part 1 of 2 Date Principal Coupon Interest Total P +I 09/30/2013 - - - 09/30/2014 185,000.00 0.400% 293,158.28 478,158.28 09/30/2015 260,000.00 0.500% 222,487.50 482,487.50 09/30/2016 260,000.00 0.700% 220,927.50 480,927.50 09/30/2017 265,000.00 0.900% 218,825.00 483,825.00 09/30/2018 265,000.00 1.100% 216,175.00 481,175.00 09/30/2019 265,000.00 1.300% 212,995.00 477,995.00 09/30/2020 270,000.00 1.500% 209,247.50 479,247.50 09/30/2021 275,000.00 1.700% 204,885.00 479,885.00 09/30/2022 285,000.00 1.900% 199,840.00 484,840.00 09/30/2023 290,000.00 2.100% 194,087.50 484,087.50 09/30/2024 295,000.00 2.150% 187,871.25 482,871.25 09/30/2025 300,000.00 2.250% 181,325.00 481,325.00 09/30/2026 305,000.00 2.350% 174,366.25 479,366.25 09/30/2027 315,000.00 2.450% 166,923.75 481,923.75 09/30/2028 320,000.00 2.500% 159,065.00 479,065.00 09/30/2029 330,000.00 2.600% 150,775.00 480,775.00 09/30/2030 335,000.00 2.650 % 142,046.25 477,046.25 09/30/2031 350,000.00 2.700% 132,882.50 482,882.50 09/30/2032 355,000.00 2.750% 123,276.25 478,276.25 09/30/2033 365,000.00 2.800% 113,285.00 478,285.00 09/30/2034 315,000.00 2.900% 103,607.50 418,607.50 09/30/2035 325,000.00 2.900% 94,327.50 419,327.50 09/30/2036 335,000.00 2.900% 84,757.50 419,757.50 09/30/2037 345,000.00 2.900% 74,897.50 419,897.50 09/30/2038 355,000.00 3.000% 64,570.00 419,570.00 09/30/2039 365,000.00 3.000% 53,770.00 418,770.00 09/30/2040 375,000.00 3.000% 42,670.00 417,670.00 09/30/2041 385,000.00 3.100% 31,077.50 416,077.50 09/30/2042 400,000.00 3.100% 18,910.00 418,910.00 09/30/2043 410,000.00 3.100% 6,355.00 416,355.00 Total $9,500,000.00 - $4,299,387.03 $13,799,387.03 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM •g - -� Municipal et • i Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Debt Service Schedule Part 2 of 2 Yield Statistics Bond Year Dollars Average Life Average Coupon Net Interest Cost (NIC) $157,480.56 16.577 Years 2.7301066% 2.7301066% True Interest Cost (TIC) 2.6907613% Bond Yield for Arbitrage Purposes 2.6907613% All Inclusive Cost (AIC) 2.6907613% IRS Form 8038 Net Interest Cost 2.7301066% Weighted Average Maturity 16.577 Years 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM Registered •I " dvisor i Texas Securities - - �- Town of Westlake, Texas Combination Tax and Revenue Certificates of Obligation Series 2013 Pricing Summary Maturity Maturity Type of Bond Coupon Yield Value Price Dollar Price 02/15/2014 Serial Coupon 0.400% 0.400% 185,000.00 100.000% 185,000.00 02/15/2015 Serial Coupon 0.500% 0.500% 260,000.00 100.000% 260,000.00 02/15/2016 Serial Coupon 0.700% 0.700% 260,000.00 100.000% 260,000.00 02/15/2017 Serial Coupon 0.900% 0.900% 265,000.00 100.000% 265,000.00 02/15/2018 Serial Coupon 1.100% 1.100% 265,000.00 100.000% 265,000.00 02/15/2019 Serial Coupon 1.300% 1.300% 265,000.00 100.000% 265,000.00 02/15/2020 Serial Coupon 1.500% 1.500% 270,000.00 100.000% 270,000.00 02/15/2021 Serial Coupon 1.700% 1.700% 275,000.00 100.000% 275,000.00 02/15/2022 Serial Coupon 1.900% 1.900% 285,000.00 100.000% 285,000.00 02/15/2023 Serial Coupon 2.100% 2.100% 290,000.00 100.000% 290,000.00 02/15/2024 Serial Coupon 2.150% 2.150% 295,000.00 100.000% 295,000.00 02/15/2025 Serial Coupon 2.250% 2.250% 300,000.00 100.000% 300,000.00 02/15/2026 Serial Coupon 2.350% 2.350% 305,000.00 100.000% 305,000.00 02/15/2027 Serial Coupon 2.450% 2.450% 315,000.00 100.000% 315,000.00 02/15/2028 Serial Coupon 2.500% 2.500% 320,000.00 100.000% 320,000.00 02/15/2029 Serial Coupon 2.600% 2.600% 330,000.00 100.000% 330,000.00 02/15/2030 Serial Coupon 2.650% 2.650% 335,000.00 100.000% 335,000.00 02/15/2031 Serial Coupon 2.700% 2.700% 350,000.00 100.000% 350,000.00 02/15/2032 Serial Coupon 2.750% 2.750% 355,000.00 100.000% 355,000.00 02/15/2033 Serial Coupon 2.800% 2.800% 365,000.00 100.000% 365,000.00 02/15/2037 Term 1 Coupon 2.900% 2.900% 1,320,000.00 100.000% 1,320,000.00 02/15/2040 Term 2 Coupon 3.000% 3.000% 1,095,000.00 100.000% 1,095,000.00 02/15/2043 Term 3Coupon 3.100% 3.100% 1,195,000.00 100.000% 1,195,000.00 Total - $9,500,000.00 $9,500,000.00 Bid Information Par Amount of Bonds $9,500,000.00 Gross Production $9,500,000.00 Bid (100.000 %) 9,500,000.00 Total Purchase Price $9,500,000.00 Bond Year Dollars $157,480.56 Average Life 16.577 Years Average Coupon 2.7301066% Net Interest Cost (NIC) 2.7301066% True Interest Cost (TIC) 2.6907613% 2013 CO I SINGLE PURPOSE 1 1/11/2013 1 7:56 PM Lawrence Financial Consulting Registered Municipal Advisor & Texas Securities Dealer Page 3 TOWN OF WESTLAKE RESOLUTION NO. 12 -02 RESOLUTION AUTHORIZONG THE TOWN'S CONSULTANTS AND STAFF TO PREPARE FOR THE ISSUANCE OF CERTIFICATES OF OBLIGATION; AND RESOLVING OTHER MATTERS RELATED THERETO WHEREAS, the Town of Westlake, Texas (the "Town ") is authorized to issue certificates of obligation to fund public improvements for the Town; WHEREAS, this Town Council has determined that it may be in the best interest of the Town to issue certificates of obligation to fund improvements for Westlake Academy and the construction of a water storage tank; WHEREAS, in furtherance of such determination, this Town Council desires that the Town's financial advisor, bond counsel and appropriate professional staff of the Town take such action as is necessary to prepare for the issuance of certificates of obligation; and WHEREAS, it is hereby officially found and determined that the meeting at which this Resolution was considered was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE: SECTION 1: Lawrence Financial Consulting LLC, the Town's Financial Advisor, McCall, Parkhurst & Horton L.L.P., the Town's Bond Counsel, and the appropriate professional staff of the Town are hereby authorized and directed to take such actions and to prepare such documentation as is necessary to prepare for the issuance of certificates of obligation by the Town for the purposes described above, including preparation of a resolution directing publication of notice of intent to issue such certificates to be considered for adoption at the February 25, 2013, Town Council meeting SECTION 2: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 13 -02 Page 1 of 2 SECTION 3: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 28th DAY OF JANUARY, 2013. ATTEST: Laura L. Wheat, Mayor Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 13 -02 Page 2 of 2 estlake Town Council t TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Meeting Monday, January 28, 2013 Topic: Consider approval of Resolution Approving a contract with Bennett, Benner, Pettit, Inc. for architectural services of the Phase One of the Westlake Academy campus expansion project. STAFF CONTACT: Troy J. Meyer, Director of Facilities and Parks/Recreation DECISION POINTS Start Date Completion Date Timeframe: January 28, 2013 December 31, 2014 Click here to enter text. Funding: Amount- $457,500 Status- ®Funded Source- Bond Issuance OT Decision Alignment Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 VVM Perspective Desired Outcome Exemplary Financial FS.Sustain Fiscal Health Governance Stewardship Strategic Issue Outcome Staff Action Strategy Capital Investment 3. Policy and Cost Analysis Drive by GRowth (Future SA 03.3: WA Campus Assets) Strategy Map or VVM Connection @) Strategic Issue Connection Pagel of 2 EXECUTIVE SUMMARY In 2007, Gideontoal currently know as Bennett Benner Pettit, Inc (BB &P), designed the Sam and Margaret Lee Arts & Sciences Center located on the Westlake Academy campus. Mr. Bennett was one of the lead architects on the original buildings at the Academy campus. A master plan was presented by BB &P and approved by the Town Council on November 12, 2012. The Council instructed staff to have BB &P provide architectural services for Phase 1 of the campus expansion. The architectural scope of work includes three new buildings: (1) single - story cafetorium (approximately 9,600 sq. fl.) (2) a three story secondary classroom building (approximately 18,900 sq. fl.), and (3) a single story field house (approximately 9,600 sq. fl.). The total compensation for the architectural services outlined in the agreement is $457,500, based on the following phases: • 20% Schematic Design • 15% Design Development • 42% Construction Documents • 3% Bidding or negation • 20% Construction If the project is placed on hold at any time during the process, the architect would be compensated for the completion of the phase they were working on at that time. The first several payments of this contract are proposed to be funded through the General Fund. Upon approval and receipt of the proceeds from the $9.5M Certificates of Obligation, any funds paid for these services through the General Fund will be reimbursed. ORGANIZATIONAL HISTORY /RECOMMENDATION Staff recommends Council approval of the agreement with BB& P Inc. ATTACHMENTS Resolution, Contract Agreement Exhibit A and Hourly Rates Exhibit B Page 2 of 2 TOWN OF WESTLAKE RESOLUTION NO. 13 -03 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING A CONTRACT WITH BENNETT BENNER PETTIT, INC FOR ARCHITECTURAL SERVICES OF THE PHASE I OF THE WESTLAKE ACADEMY CAMPUS EXPANSION. WHEREAS, the Town of Westlake owns and operates the Westlake Academy and provides facilities for Town and Academy use; and, WHEREAS, architectural services will provide the Town with professional and technical expertise in order to effectively provide all necessary architect and design services of the proposed single -story cafetorium, three story secondary classroom building and one single story field house; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council does hereby approves the contract with Bennett Benner Pettit, Inc relating to the Phase I of the Westlake Academy Campus expansion project, attached as Exhibit 'A ", governing the disposal of the Town's surplus, obsolete, and non - repairable assets. SECTION 3. That the Town of Westlake Town Council hereby authorizes the Town Manger or his designee to approve change orders to this agreement up to $25,000, in the aggregate, on behalf of the Town of Westlake. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 13 -03 Page 1 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 28TH DAY OF JANUARY 2013. ATTEST: Laura L. Wheat, Mayor Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 13 -03 Page 2 of 2 AIA Document B101' - 2007 Standard Farm of Agreement Between Owner and Architect AGREEMENT made as of the Twenty -Third day of January in the year 2013 (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS: (Name, legal status, address and other information) The author of this document has added information needed for its completion. The author may also Town of Westlake, Texas have revised the text of the original 3 Village Circle, Suite 202 AIA standard form. An Additions and Westlake, Texas 76262 Deletions Report that notes added information as well as revisions to the and the Architect: standard form text is available from the author and should be reviewed. A (Name, legal status, address and other information) vertical line in the left margin of this document indicates where the author has added necessary information Bennett Benner Pettit, Inc. and where the author has added to or 500 W. 7`s Street, Suite 1400 deleted from the original AIA text. Fort Worth, Texas 76102 This document has important legal for the following Project: consequences. Consultation with an (Name, location and detailed description) attorney is encouraged with respect to its completion or modification. Three new buildings on the Westlake Academy Campus: Building one is a Cafetorium for dining and general purpose space (auditorium, gymnasium, etc.) at approximately 9,600 sf This building is single story and would include a lobby, the general purpose space which would provide moveable seating for 465, a stage, dress area, a catering kitchen and storage. A full commercial kitchen is not in the scope of this project. The second building is a three story Secondary School at approximately 18,900 sf. This building would house 15 general purpose classrooms for grades 8 -12 (3 sections each). It would include a principal's office and staff areas as well as some additional office and flex space to help decompress the over programmed existing buildings. This building will be designed to allow for a future addition if additional secondary classrooms are needed in order to expand to 4 sections per grade. The third building is a single story Field House at approximately 9,600 sf. This building will house one male and one female locker room that will be used for both athletics and PE, a visiting team locker room, storage for athletic equipment, offices, and space to be used for the PE program. The Owner and Architect agree as follows. Init. AIA Document B1011 —2007 (formerly B151 TM -- 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. HRNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under l the law. This document was produced by AIA software at 09:44:54 on 0112312013 under Order No2278880615_1 which expires on 04/2212013, and is not for resale. User Notes: (1128617259) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBITA INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article I and in optional Exhibit A, Initial Information: (Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project's site and program, Ovmer's contractors and consultants, Architect's consultants, Glvmer's budget for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: June 2013 .2 Substantial Completion date: July 2014 § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. Init. AIA Document B101 nA — 2007 (formerly 8151 TM — 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AM" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of u,i5 A +A' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by AIA software at 09:44:54 on 01 12 312 01 3 under Order No.2278880615 1 which expires on 0412212013, and is not for resale. User Notes: (1128617259) § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project, § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost: (Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) .1 General Liability Commercial General Liability (Each Occurrence) $1,000,000 Damage to Rented Premises (Each Occurrence) $ 300,000 Medical Expense (Each Occurrence) $ 10,000 Personal & Adv. Injury $1,000,000 General Aggregate $2,000,000 Products — Comp /OP AGG $2,000,000 .2 Automobile Liability Any Auto Combined Single Limit (Each Occurrence) $1,000,000 .3 Workers' Compensation WC Statutory Limits E.L. Each Accident $1,000,000 E.L. Disease —Each Employee $1,000,000 E.L. Disease — Policy Limit $1,000,000 .4 Professional Liability Per Claim / AnnuaI Aggregate $1,000,000 Excess/Umbrella Liability — Each Occurrence $5,000,000 Aggregate $5,000,000 ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. AIA Document B101 T — 2007 formerly 13151 T'" — 1997). Copyright c0 1974, 1878, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 3 this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:44:54 on 01!2312013 under Order No.2278880615_1 which expires on 0412212413, and is not for resale. User Notes: (1128617259) § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction, § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information fiu-nished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 326 The Architect shall review the Cost of the Work prepared by the Construction Manager. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. AIA Document 6101 T^' — 2007 formerly 13151 T — 19971. Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA` Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 4 this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09.44:54 an 0112312013 under Order No.2278880615_1 which expires on 04/2212013, and is not for resale. User Notes: (1128617259) § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 The Architect shall review the updated estimate of the Cost of the Work prepared by the Construction Manager. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall review the updated estimate for the Cost of the Work prepared by the Construction Manager. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 5.5, and request the Owner's approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals, (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 3.5,2 COMPETITIVE BIDDING N/A (Paragraphs deleted) § 3.5.3 NEGOTIATED PROPOSALS § 3.5.31 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. AIA Document 8141 TM —2007 (formerly B1511 — 1497). Copyright d 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AJA document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:44:54 on 01/2312013 under Order No.2278880615_1 which expires on 04122/2013, and is not for resale. User Notes: (1128617259) § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by .1 procuring the reproduction of Proposal Documents for distribution to prospective contractors, and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors; and .3 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201TIlt-2007, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201 -2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. however, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and dcficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 3.623 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The AIA document 8101 TM —2007 formerly B151 T — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. Ali rights �hi1' reserved. WARNING: This AIA` Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 6 this AIA "� Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under f the law. This document was produced by AIA software at 09:44:54 on 01/2312013 under Order No.2278880615_1 which expires on 04122/2013, and is not for resale. User Notes: (1128617259) Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A201 -2007, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4,2 In accordance with the Architect- approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. Init. AIA Document 6101 — -- 2007 (formerly 8151 T" — 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 7 this AIA�� Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:44:54 on 01123/2013 under Order No.2278880615_1 which expires on 04122/2013, and is not for resale. User Notes: (1128617259) § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 3.645 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit, identify the exhibit.) Additional Services Responsibility (Architect, Owner or Not Provided) Location of Service Description (Section 4.2 below or in an exhibit attached to this document and identified below 4.1.1 Programming Architect 4.1.2 Multiple preliminary designs Not Provided 4.1.3 Measured drawings Not Provided 4.1.4 Existing facilities surveys Not Provided § 4.1.5 Site Evaluation and Planning B203Tm -2007) Not Provided 4.1.6 Building information modeling Not Provided § 4.1.7 Civil engineering Architect 4.1.8 Landsca e design Architect 4.1.9 Architectural Interior Design B252TM -200 Architect Init, AIA Document B101 T — 2007 (formerly B151 TO — 19971. Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:44:54 on 01/2312013 under Order No.2278880615_1 which expires on 0412212013, and is not for resale. User Notes: (1128617259) 4.1.10 Value Analysis B204TM -2007 Not Provided 4.1.11 Detailed cost estimating Not Provided 4.1.12 On -site prqiect representation Not Provided 4.1.13 Conformed construction documents Not Provided 4.1.14 As-DesigEed Record drawings Not Provided 4.1.15 As- Constructed Record drawin s Not Provided 4.1.16 Post occupancy evaluation Not Provided 4.1.17 Facility Support Services 13210TmL2007) Not Provided 4.1.18 Tenant - related services Not Provided 4.1.19 Coordination of Owner's consultants Not Provided 4.1.20 Telecommunications /data design Not Provided § 4.1.21 Security Evaluation and Planning (B206T- -2007 Not Provided 4.1.22 Commissioning B211TM --2007 Not Provided 4.1.23 Extensive environmental! y responsible design Not Provided 4.1.24 LEED Certification 13214T114-2007 Not Provided 4.1.25 Fast -track design services Not Provided 4.1.26 Historic Preservation B205T'4--2007 Not Provided § 4.1.27 Furniture, Furnishings, and Equipment Design (13253T741 -2007) Architect § 4.1.28 Audio /Video System Design Not Provided § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not further described in an exhibit attached to this document. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in -depth material research, energy modeling, or LEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the Initial Decision Maker, if other than the Architect. Init. AIA Document 13101" —2007 (formerly 8751 TM — 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.2278880615_1 which expires on 04122/2013, and is not for resale. User Notes: (1128617259) § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner - provided information,. Contractor - prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom; or .6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion identified in Initial Information, whichever is earlier. § 4.3,3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Two ( 2 ) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor .2 Twelve ( 12 ) visits to the site by the Architect over the duration of the Project during construction .3 Two (2 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One ( I ) inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within twelve (12 ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall famish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. Init. AIA Document B104 T —2007 (formerly B151 T" — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Aion or distribution of 10 this AW Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuiec io tht. . urn extent possible under the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.22 78 88061 5 -1 which expires on 0412212013, and is not for resale. User Notes: (1 1 2861 72 59) § 5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.10 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights -of -way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. § 6.3 NIA. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.51f at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; AIA Document B101 TM — 2007 Sformerly B151 T"' — 19971. Copyright c0 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. AI I rights Init. reserved. WARNING: This AIA "' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA "' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.2278880615 -1 which expires on 0412212013, and is not for resale. User Notes: (1128617259) .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect, without additional compensation, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIM'S AND DISPUTES § 8.1 GENERAL § 81.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. Init. AIA Document 6101'"' —2007 (formerly B15170 — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA'r Document is protected by U.S. copyright Law and International Treaties. Unauthorized reproduction or distribution of 12 this AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:44:54 on 01123/2013 under Order No.2278880615_1 which expires on 04122/2013, and is not for resale. User Notes: (1128617259) § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201 -2007, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.1.4 The Architect shall indemnify and hold harmless the Town of Westlake, Texas, it's elected and appointed officials and employees and attorneys, from and against all claims, liabilities, legal actions, and damages, that derive from the Architect's negligent performance of its obligations under this contract. Such indemnification shall not in any way be considered a waiver of the Town of Westlake's immunities or defenses under the law. § 8.2 MEDIATION § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8,2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another Iocation is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 83.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the fhvner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction [ ] Other (Specify) § 8.3 ARBITRATION NIA (Paragraphs deleted) § 8.3.4 CONSOLIDATION OR JOINDER NIA AIA Document 8101' —2007 (formerly 6159 TM — 1997). Copyright O 1974, 1978, 1987, 9997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AhC Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 13 this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.2278880615_1 which expires on 04(2212013, and is not for resale. User Notes: (1128617259) (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. § 9.9 The Owner and the Architect mutually agree that the Owner holds the right to terminate the Architect's services following the completion of any of the specific phases of the work as listed in Section 11.5 and that the Architect is due payment for services through the stage of work completed. Furthermore the Architect and the Owner agree that the Architect will not begin any subsequent phase of the work without prior written direction from the Owner. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as architects in Texas. They can be reached at: P.O. Box 12337, Austin, TX 7871.1 -2337, Ph. 512.305.9000 Fax 512.305.8900. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201 2007, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. Init. AJA Document 8101 TM — 2007 (formerly 8151 TM — 1997). Copyright V 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. IA� WARNING: This A' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 14 this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under f the law. This document was produced by AIA software at 09 :44:54 on 0112312013 under Carder No.2278880615_1 which expires on 0412212013, and is not for resale. User Notes: (1128617259) § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) Lump Sum Fee of $422,500.00 Four Hundred Twenty -Two Thousand Five Hundred Dollars and no /100. § 11.2 For Additional Services designated in Section 4. 1, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) Hourly Per Attached Billing Rate Schedule (Exhibit "B "). Additional services shall not exceed $5,000.00 — Five Thousand Dollars and no /100- without the express written approval of the Town. Furniture, Furnishings and Equipment Design - Lump Sum Fee of $35,000.00 Thirty-Five Thousand Dollars and no /100 § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) Hourly Per Attached Billing Rate Schedule (Exhibit "B "). § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, f shall be the amount invoiced to the Architect plus ten percent ( 10 %), or as otherwise stated below: !nit. AIA Document B101 W — 2007 (formerly 81511m 1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 15 this AIA"'' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced byAIA software at 09:44 :54 on 01/23/2013 under Order No.2278860615_1 which expires on 0412212013, and is not for resale. User Notes: (1126617259) § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Programming and Schematic Design Phase Design Development Phase Construction Documents Phase Bidding or Negotiation Phase Construction Phase Twenty percent ( 20 %) Fifteen percent ( 15 %) Forty -Two percent ( 42 %) Three percent ( 3 %) Twenty percent ( 20 %e) Total Basic Compensation one hundred percent ( 100 %) § 11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below.. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) I Hourly Per Attached Billing Rate Schedule (Exhibit "B "). Employee or Category Rate § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, models, mock -ups, professional photography, and presentation materials requested by the Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project - related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus one point ten percent ( 1.10 %) of the expenses incurred. AIA Document 13101 m — 2007 (formerly 6151 T" — 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights !nit. reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 1� this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.2278880615_1 which expires on 04122/2013, and is not for resale. User Notes: (1128517259) § 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Project as follows: § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of NIA ($ NIA ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid thirty (30 ) days after the invoice date may be subject to bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon) NIA % o NIA § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B101T11 -2007, Standard Form Agreement Between Owner and Architect .2 AIA Document E20IT111- 2007, Digital Data Protocol Exhibit, if completed, or the following: Exhibit "A" — Initial Information Exhibit "B" — Hourly Billing Rates .3 Other documents: (List other documents, if any, including ExhibitA, Initial Information, andadditional scopes of service if any, forming part of the Agreement.) Init. AIA Document B101 W — 2007 (formerly B151 TM — 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 17 this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.2278880615_1 which expires on 04122/2013, and is not for resale. User Notes: (1 1 28 61 72 59) This Agreement entered into as of the day and year first written above. OWNER ARCHITECT (Signature) (Signature) Thomas Brymer, Town Manager Michael Bennett, AIA, Principal and CEO (Printed name and title) (Printed name and title) Init. AIA Document 6101 T' —2007 (formerly 13151T" — 1997). Copyright 131974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of .) 8 this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by AIA software at 09:44:54 on 0112312013 under Order No.2278880515_1 which expires on 0412212013, and is not for resale. User Notes: (1128617259) BEMETT- BEMER • PETTi IT ARCHITECTS +PLANNERS HOURLY RATE SCHEDULE Classification Hourly Billing Rate Principal $275.00 Senior Project manager $175.00 Project Manager $160.00 Project Architect 1 $140.00 Project Architect II $120.00 Landscape Architect 1 $140.00 Landscape Intern $100.00 Architectural Intern 1 $110.00 Architectural Intern II $100.00 Interior Designer $130.00 Interior Designer 1 $120.00 Interior Designer II $100.00 Interior Design Intern $80.00 Construction Administrator $120.00 Technician 1 $110.00 Technician II $90.00 Sr. Administrative $120.00 Administrative $80.00 Planner $120.00 Urban Planner $150.00 Development Analyst /Planner $120.00 Planning Intern $100.00 IT Management $110.00 Note: Hourly rates are all inclusive - employees' base salaries are marked up for employee benefits (vacation, holidays, sick leave, payroll taxes and employee insurances) then the overhead factor is applied. To this total the remaining profit percentage is added 10 -11 Town of Westlake Item #10 - Future Agenda Items FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under 'Future Agenda Item Requests ", an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item's relationship to the Council's strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. - None Strategic Issue January - 2013 February —2013 March — 2013 April — 2013 May - 2013 June - 2013 MOVED FROM NOVEMBER MOVED FROM NOVEMBER Capital Investment • Review current • Feasibility study for technology plans & water /sewer impact fees draft technology plan — Tentative (pg. 10, SA 3.1) (pg. 10, SA 2.3) MOVED FROM DECEMBER MOVED FROM JANUARY Fiscal Stewardship & • Prepare a financial • Report on business Organizational policy to provide for incentive opportunities Effectiveness the future (pg. 11, SA 6.2) replacement of technology needs, etc. (pg. 11, SA 5.4) • Report on partnerships through MOU's, ILA's, etc. (pg.11, SA 6.1) MOVED FROM NOVEMBER • Examine Town's capacity for reinvestment in technology, FIFE and capital expenditures, etc. (pg. 11, SA 5.3) Human Resources (Employee Investment) • Review land use plan • Compare /contrast Comprehensive relative to future programs relative Planning and growth and financial to surrounding Management of Natural sustainability (pg. 12, communities — Resources SA 9.B.2) 'best practices' on • Draft master plans environmental and according to conservation (pg. 13, approved Comp plan SA 10.2) (pg. 12, SA 9.C.1) • Review existing ordinances w /Comp plan (pg. 12, SA 9.D.1) MOVED FROM DECEMBER . Report on Police Services • Inventory & identify Public Safety and • Review Town& Contract (pg. SA 11.1) availability of Emergency Academy SOP's and recommended EOC Preparedness emergency plans to components (pg. 13, SA maintain readiness 12.3) (pg. 13, SA 12.2) Updated 12/06/12 Town of Westlake Item # 12 — Council Calendar COUNCIL CALENDAR o First Day to File for a Place on the General Election Ballot January 30, 2013 o First Day to File for a Place on the Special Election Ballot February 9, 2013 o WA Theatre Students (G10- 12)Main Stage Production of Rumors Over two weekends: Jan 31 -Feb 2 and Feb 8 -10, 2013; time TBA; WA Performance Hall o WA UNICEF International Night (UNICEF Fundraiser) February 2, 2013; 6 -10:30 pm; WA Gym o Board of Trustees Meeting February 4, 2013 o WA Winter Concert: Music - Grades K -3 February 7, 2013; 6:30 -7:30 pm; WA Gym o WA Senior Players Spotlight Night at Varsity Basketball Games February 12, 2013; 6:00 -Women & 7:30 pm -Men; WA Gym o NE Transportation Summit February 15, 2013, 8:30 am — 1:00 pm; Hurst Conference Center o Council Meeting February 25, 2013 o WA National Honor & Junior Honor Society Induction Ceremonies February 28, 2013; Times TBA; WA Performance Hall o WA 10th Anniversary Gallery Night — WAF presents: Wonder /and March 2, 2013; 6:00 pm - Midnight; Marriott Solana Hotel Town of Westlake Item # 13 — Adjournment Back up material has not been provided for this item.