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Home My WebLink About01-27-14 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. Mission Statement On behalf of the citizens, the mission of the Town of Westlake is to be a one-of-a-kind community that blends our rural atmosphere with our vibrant culture and metropolitan location. Westlake, Texas – A Premier Knowledge Based Community Page 1 of 5 TOWN OF WESTLAKE, TEXAS Vision Points Sense of Place; Leadership; Caring Community; Exemplary Governance; and Service Excellence TOWN COUNCIL MEETING AGENDA January 27, 2014 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 2 of 5 Work Session 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. REVIEW OF CONSENT AGENDA ITEMS FOR THE JANUARY 27, 2014, TOWN COUNCIL REGULAR MEETING AGENDA. (10 min) 4. 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. Quarterly Financial Dashboard and Analysis as well as Capital Projects for the Quarter ended December 31, 2013. 5. DISCUSSION ITEMS a. Standing Item: Update and discussion regarding Westlake Academy Phase I expansion project and enrollment projections. (15 min) b. Discussion regarding an amendment to the Westlake Academy Campus Development Plan. (10 min) c. Discussion of the Process for Establishing a Public Improvement District (PID) for the Entrada Development, the Petition Submitted to Establish a PID for Entrada, and a Draft Service Assessment Plan for Same. (30 min) 6. 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 (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1). Maguire Partners-Solana Land, L.P., related to Centurion’s development known as Entrada b. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. c. Section 551.071(2) 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 Page 3 of 5 contemplated litigation and settlement offers include but are not limited to the following: Trophy Club Municipal District Number 1 7. RECONVENE MEETING 8. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 9. COUNCIL RECAP / STAFF DIRECTION 10. 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. Mike Land, Deputy City Manager City of Coppell presenting awards from ICMA to the Westlake Team. 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 December 16, 2013, meeting. b. Consider approval of Ordinance 722, Call the General Election for May 10, 2014, to elect a Mayor and two (2) Council Members for two (2) year terms. c. Consider approval of Resolution 14-01, Appointing two (2) members to the Westlake Historical Preservation Society. d. Consider approval of Resolution 14-02, Amending the Westlake Academy Campus Development Plan. e. Consider approval of Resolution 14-03, Approving a Co-op Purchasing Agreement with TEXMAS. f. Consider approval of Ordinance 723, Approving a Franchise Agreement with Atmos Energy Corporation. 4. CONSIDER APPROVAL OF RESOLUTION 14-04, REQUIRING THE REQUIRING NEWSPAPER NOTICE AND MAIL NOTICE FOR THE PUBLIC IMPROVEMENT Page 4 of 5 DISTRICT (PID) CREATION HEARING, AND SETTING THE PID CREATION HEARING. 5. 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 (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1). Maguire Partners- Solana Land, L.P., related to Centurion’s development known as Entrada b. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. c. Section 551.071(2) 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: Trophy Club Municipal District Number 1 6. RECONVENE MEETING 7. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 8. 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. 9. COUNCIL CALENDAR Page 5 of 5 10. 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, 2014, by 5:00 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. 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." 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 December 16, 2013, meeting. b. Consider approval of Ordinance 722, Call the General Election for May 10, 2014, to elect a Mayor and two (2) Council Members for two (2) year terms. c. Consider approval of Resolution 14-01, Appointing two (2) members to the Westlake Historical Preservation Society. d. Consider approval of Resolution 14-02, Amending the Westlake Academy Campus Development Plan. e. Consider approval of Resolution 14-03, Approving a Co-op Purchasing Agreement with TEXMAS. f. Consider approval of Ordinance 723, Approving a Franchise Agreement with Atmos Energy Corporation. Town of Westlake Item # 3 – Review of Consent Agenda Items 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. Quarterly Financial Dashboard and Analysis as well as Capital Projects for the Quarter ended December 31, 2013. Town of Westlake Item # 4– Reports Page 1 of 3 estlake Town Council TYPE OF ACTION Workshop - Report Westlake Town Council Meeting Monday, January 27, 2014 TOPIC: Report of Quarterly Financial Dashboard and Analysis as well as Capital Projects for the Quarter ended December 31, 2013 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 VVM Perspective Desired Outcome Exemplary Governance Financial Stewardship FS.Maintain Excellence in Reporting and Financial Standards Strategic Issue Outcome Strategy Staff Action Fiscal Stewardship & Organizational Effectiveness 5. Budget according to established service level provisions within departments. SA 05.2: Continually Monitor Revenue and Expenditures Strategy Map or VVM Connection Strategic Issue Connection Page 2 of 3 EXECUTIVE SUMMARY The 1st quarter “Dashboard” reports and “Analysis” for the FY 2013-2014 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 12/31/13 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 12/31/13 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. Included in each explanation you will find a number that reflects the exact variance in that department/line-item. Page 3 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 12/31/13 for the following funds: • General Fund • Visitors Association Fund • Utility Fund Capital Improvements Update TOWN OF WESTLAKE General Fund Quarterly Financial Dashboard Quarter Ended 12/31/2013 FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual vs over (under) Actual Budget Budget Actual Adopted budget A General Sales Tax 907,573 3,150,000 793,973 466,789 59%(327,183) A Property Tax 1,077,211 1,189,825 299,901 425,953 142%126,052 A Franchise Fees 143,402 650,388 163,933 4,895 3%(159,038) Permits and Fees 121,890 786,000 198,115 207,428 105%9,313 Fines & Forfeitures 148,697 570,000 143,671 157,757 110%14,086 Contributions - - - 5,500 100%5,500 A Misc Income 38,857 110,429 27,834 13,761 49%(14,073) Total Revenues 2,437,630 6,456,641 1,627,427 1,282,083 79%(345,344) Other Sources - Transfers In 10,056 50,520 12,734 12,638 99%(96) 2,447,686$ 6,507,161$ 1,640,161$ 1,294,721$ 79%(345,440)$ A Based on accrual method FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual vs over (under) Actual Budget Budget Actual Adopted budget Payroll & Related Taxes, Insurance 498,903 2,461,043 620,318 525,440 85%(94,877) Operations & Maintenance 383,436 2,730,026 688,116 505,714 73%(182,402) Total Expenditures 882,339 5,191,069 1,308,434 1,031,154 79%(277,280) Other Uses - Transfers Out 518,844 1,716,531 459,405 504,993 110%45,588 1,401,183$ 6,907,600$ 1,767,839$ 1,536,147$ 87%(231,692)$ FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual Budget Budget Actual 2,447,686 6,507,161 1,640,161 1,294,721 1,401,183 6,907,600 1,767,839 1,536,147 1,046,503$ (400,439)$ (127,678)$ (241,425)$ 4,383,390 5,812,583 5,812,583 5,812,583 Ending Fund Balance 5,429,893$ 5,412,143$ 5,684,905$ 5,571,157$ 244,363 283,249 283,249 247,402 Unrestricted Fund Balance 5,185,530$ 5,128,894 5,401,656 5,323,755$ # of Operating Days 378 292 303 Daily Operating Cost 13,720$ 17,555$ 17,555$ Excess Revenues/Sources Over (Under) Expenditures/Uses Beginning Fund Balance Restricted Funds Total Revenues and Other Sources Total Expenditures and Other Uses DASHBOARD VARIANCE DASHBOARD VARIANCE FY 13/14 ADOPTED BUDGET REVENUES AND OTHER SOURCES SUMMARY Total Expenditures and Other Uses FY 13/14 ADOPTED BUDGET FY 13/14 ADOPTED BUDGET EXPENDITURES AND OTHER USES Total Revenues and Other Sources ** Positive >90% Cautious 70% - 90% Negative <70% Revenue Legend Positive <100% Cautious 100% - 110% Negative >110% Expenditure Legend 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 1 Town of Westlake Dashboard Analysis for Quarter Ended 12-31-2013 GENERAL FUND TOTAL REVENUES AND OTHER SOURCES o YTD ADOPTED BUDGET $1,640,161 o YTD ACTUAL $1,294,721 o PERCENT OF BUDGET 79% o OVER(UNDER) BUDGET ($345,440) SALES TAX INCOME o YTD Adopted Budget $493,973 o YTD Actual $466,789 o Percent of Budget 59% o Over(Under) Budget ($327,183)  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 recognize revenues we received in October and November in the prior year FY12/13.  We have only received two months of revenues for the 1st quarter • Dec 2013 - received $231,573 for Oct 2013 payments • Jan 2014 - received $235,215 for Nov 2013 payments • Feb 2014 - not received yet - prior FY was $429,172 PROPERTY TAX INCOME o YTD Adopted Budget $299,901 o YTD Actual $425,953 o Percent of Budget 142% o Over(Under) Budget $126,052  Income will not be distributed evenly over the fiscal year  Majority of taxes will be received within 1st and 2nd quarters FRANCHISE FEE INCOME o YTD Adopted Budget $163,933 o YTD Actual $4,895 o Percent of Budget 3% o Over(Under) Budget ($159,038)  1st quarter payments have not been received yet • AT&T - Received $47,436 in 1st quarter PY • Verizon - Received $4,749 in 1st quarter PY • Atmos - Received annual payment of $35,326 in February PY • Tri-County - Received $68,763 in 1st quarter PY • Misc. Franchise Fees – Received $11,743 in 1st quarter PY 2 Town of Westlake Dashboard Analysis for Quarter Ended 12-31-2013 GENERAL FUND CONTRIBUTIONS o YTD Adopted Budget $0 o YTD Actual $5,500 o Percent of Budget 100% o Over(Under) Budget $5,500  Reforestation Tree Escrow  Bhatia 1745 Terra Bella  11/20/13 ref JE177 MISC INCOME o YTD Adopted Budget $27,834 o YTD Actual $13,761 o Percent of Budget 49% o Over(Under) Budget ($14,073)  1st quarter Beverage Tax income has not been received yet • Received $9,990 in 1st quarter PY 3 Town of Westlake Dashboard Analysis for Quarter Ended 12-31-2013 GENERAL FUND E XPENDITURES AND OTHER USES o YTD ADOPTED BUDGET $1,767,839 o YTD ACTUAL $1,536,147 o PERCENT OF BUDGET 87% o OVER(UNDER) BUDGET ($231,692) PAYROLL WAGES & RELATED TAXES & INSURANCE o YTD Adopted Budget $620,318 o YTD Actual $525,440 o Percent of Budget 85% o Over(Under) Budget ($94,877)  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  The majority of this variance ($63,420) is due to being understaffed by two full time positions in the Fire/EMS department. OPERATIONS AND MAINTENANCE o YTD Adopted Budget is $688,116 o YTD Actual is $505,714 o Percent of Budget 73% o Over(Under) Budget ($182,402)  The majority of variance ($138,430) is due to service expenditures being under budget for the first quarter. As the year progresses, these expenditures should balance out. • P&D Contract Services ($80,955) • Legal Fees ($25,971) • Training/Meeting/Seminars ($18,395) • Travel Expenditures ($7,733) • All Other Service Expenses ($5,376) 4 Town of Westlake Dashboard Analysis for Quarter Ended 12-31-2013 GENERAL FUND OTHER USES - TRANSFERS OUT o YTD Adopted Budget $459,404 o YTD Actual $504,993 o Percent of Budget 110% o Over(Under) Budget $45,588  Transfers Out to Debt Service Fund $47,745 – General Fund covers initial debt payment in October and will be reimbursed by 4B funds as sales tax revenue is received. 5 TOWN OF WESTLAKE Quarterly Financial Dashboard Quarter Ended 12/31/13 FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual vs over (under) Actual Budget Budget Actual Adopted budget A Hotel Occupancy Tax 170,099 700,000 176,438 179,798 102%3,360 Misc Income 5,108 21,550 5,432 1,419 26%(4,013) Total Revenues 175,208 721,550 181,870 181,217 100%(653) Other Sources - Transfers In 0 0 0 0 0%0 175,208$ 721,550$ 181,870$ 181,217$ 100%(653)$ A Based on accrual method FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual vs over (under) Actual Budget Budget Actual Adopted budget Operations & Maintenance 37,509 248,945 62,748 26,564 42%(36,183) Operating Transfers for Payroll 53,316 286,107 72,115 62,211 86%(9,903) Total Expenditures 90,825 535,052 134,862 88,776 66%(46,087) Other Uses - Transfers Out 44,060 164,720 41,518 3,255 8%(38,263) 134,885$ 699,772$ 176,381$ 92,031$ 52%(84,350)$ FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual Budget Budget Actual 175,208 721,550 181,870 181,217 134,885 699,772 176,381 92,031 40,323$ 21,778$ 5,489$ 89,186$ 1,052,547 1,067,845 1,067,845 1,067,845 Ending Fund Balance 1,092,870$ 1,089,624$ 1,073,335$ 1,157,032$ 151,700 164,450 164,450 164,450 Assigned Fund Balance 941,170$ 925,174$ 908,885$ 992,582$ # of Operating Days 491 482 518 Daily Operating Costs 1,915$ 1,918$ 1,918$ DASHBOARD VARIANCE DASHBOARD VARIANCEFY 13/14 ADOPTED BUDGET FY 13/14 ADOPTED BUDGET SUMMARY Beginning Fund Balance Restricted Funds Visitors Association Fund Total Revenues and Other Sources Total Expenditures and Other Uses Excess Revenues/Sources Over (Under) Expenditures/Uses Total Expenditures and Other Uses Total Revenues and Other Sources EXPENDITURES AND OTHER USES REVENUES AND OTHER SOURCES FY 13/14 ADOPTED BUDGET Positive >90% Cautious 70% - 90% Negative <70% Color Legend Positive <100% Cautious 100% -110% Negative >110% Color Legend 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 6 Town of Westlake Dashboard Analysis for Quarter Ended 12-31-2013 VISITORS ASSOCIATION FUND TOTAL REVENUES AND OTHER SOURCES o YTD ADOPTED BUDGET $181,870 o YTD ACTUAL $181,217 o PERCENT OF BUDGET 100% o OVER(UNDER) BUDGET ($653) MISCELLANEOUS INCOME o YTD Adopted Budget $5,432 o YTD Actual $1,419 o Percent of Budget 26% o Over(Under) Budget ($4,013)  This income represents revenues from sponsorships, donations and special events from the Historical Board, Public Arts and Arbor Days.  These events will occur later in the fiscal year and revenues should be received at that time. 7 Town of Westlake Dashboard Analysis for Quarter Ended 12-31-2013 VISITORS ASSOCIATION FUND TOTAL EXPENDITURES AND OTHER USES o YTD ADOPTED BUDGET $176,381 o YTD ACTUAL $92,031 o PERCENT OF BUDGET 52% o OVER(UNDER) BUDGET ($84,350) OPERATIONS AND MAINTENANCE o YTD Adopted Budget $62,748 o YTD Actual $26,564 o Percent of Budget 42% o Over(Under) Budget ($36,183)  Dept 10 Administration - Marriot Transportation is under budget $20,164; the first quarter invoice has not been received yet. Prior Year invoice for first quarter was $20,000.  Dept 22 Communications and Community Affairs – (includes Masterworks, Marketing and Promotions, etc. that will be expended by year-end) -under budget $12,393  Dept 24 Historical Preservation Society – under budget $1,514  Dept 25 Public Arts Society – under budget $1,260  Dept 26 Arbor Day Event – under budget $2,141 OPERATING TRANSFERS FOR PAYROLL o YTD Adopted Budget $72,115 o YTD Actual $62,211 o Percent of Budget 86% o Over(Under) Budget ($9,903)  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 8 Town of Westlake Dashboard Analysis for Quarter Ended 12-31-2013 VISITORS ASSOCIATION FUND OTHER USES - TRANSFERS OUT o YTD Adopted Budget $41,518 o YTD Actual $3,255 o Percent of Budget 8% o Over(Under) Budget ($38,263)  Transfers Out to the Debt Service Fund for Series 2013 General Obligation Refunding 2008 Bonds. Payment is not due until April with principal payment being due in October. 9 FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual vs over (under) Actual Budget Budget Actual Adopted budget A%Water Revenues 390,485 2,112,000 355,132 385,000 108%29,868 Sewer/Waste Revenues 109,746 534,850 134,812 154,970 115%20,159 Tap/Impact Fee Revenues 11,426 60,750 15,312 33,016 216%17,704 Misc Revenues 11,820 198,004 49,908 23,343 47%(26,565) Total Revenues 523,476 2,905,604 555,163 596,329 107%41,166 Other Sources - Bond Proceeds - 0 0 0 0%0 Other Sources - Transfers in 125,000 0 0 0 0%0 Total Other Sources 125,000 0 0 0 0%0 648,476$ 2,905,604$ 555,163$ 596,329$ 107%41,166$ A Based on accrual method % Based on % of PY Actual at quarter-end FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual vs over (under) Actual Budget Budget Actual Adopted budget A%Water Purchases 77,925 1,110,600 279,932 167,008 60%(112,924) Operations & Maintenance 205,384 995,290 250,868 227,755 91%(23,113) Capital Projects 54,252 1,521,880 383,597 105,148 27%(278,449) Total Expenses 337,561 3,627,770 914,397 499,911 55%(414,486) Operating Transfer Out for Payroll 46,428 321,554 81,049 60,590 75%(20,459) Other Uses - Transfers Out 20,301 140,885 35,511 134,383 378%98,872 Total Other Uses 404,290 4,090,209 1,030,957 694,884 67%(336,073) 404,290$ 4,090,209$ 1,030,957$ 694,884$ 67%(336,073)$ FY 12/13 FY 13/14 1st Quarter Annual 1st Quarter 1st Quarter Actual Budget Budget Actual 648,476 2,905,604 555,163 596,329 404,290 4,090,209 1,030,957 694,884 244,186$ (1,184,605)$ (475,794)$ (98,555)$ 4,998,271 4,981,870 4,981,870 4,981,870 Ending Fund Balance 5,242,457$ 3,797,265$ 4,506,076$ 4,883,315$ 151,050 173,520 173,520 172,810 Unrestricted Fund Balance 5,091,407$ 3,623,746 4,332,556 4,710,505$ 329,737 2,427,444 455,353 999 810 999 5,097$ 6,651$ 6,651$ Total Operating Expenses # of Operating Days Daily Operating Cost SUMMARY Total Expenditures and Other Uses FY 13/14 ADOPTED BUDGET EXPENSES AND OTHER USES TOWN OF WESTLAKE Total Expenses and Other Uses Excess Revenues/Sources Over (Under) Expenditures/Uses Beginning Fund Balance Restricted Funds Total Revenues and Other Sources Utility Fund - 500 Quarterly Financial Dashboard Quarter Ended 12/31/13 17% Total Revenues and Other Sources DASHBOARD VARIANCEFY 13/14 ADOPTED BUDGET REVENUES AND OTHER SOURCES 8% FY 13/14 ADOPTED BUDGET DASHBOARD VARIANCE Positive >90% Cautious 70% - 90% Negative <70% Revenue Legend Positive <100% Cautious 101%- 110% Negative >110% Expense Legend 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 10 Town of Westlake Dashboard Analysis for Quarter Ending 12-31-2013 UTILITY FUND TOTAL REVENUES AND OTHER SOURCES o YTD ADOPTED BUDGET $555,163 o YTD ACTUAL $596,329 o PERCENT OF BUDGET 107% o OVER(UNDER) BUDGET $41,166 TAP/IMPACT FEE REVENUES o YTD Adopted Budget $15,312 o YTD Actual $33,016 o Percent of Budget 216% o Over(Under) Budget $17,704  These revenues are a direct reflection of new home starts with many building permits (approximately 10) being issued in the prior year but requesting meters/taps in the current year. MISC REVENUES o YTD Adopted Budget $49,908 o YTD Actual $23,255 o Percent of Budget 47% o Over(Under) Budget ($26,653)  Duct Bank Leases – under budget ($7,805) - Revenue will be recognized in September 2014. Pertains to revenues received in prior years and is recorded in “Deferred Revenue” until earned.  TRA Wastewater Settle-Up – under budget ($13,102) - Historically the Town has received this revenue in June of each year. 11 Town of Westlake Dashboard Analysis for Quarter Ending 12-31-2013 UTILITY FUND TOTAL EXPENDITURES AND OTHER USES o YTD ADOPTED BUDGET $1,030,957 o YTD ACTUAL $694,884 o PERCENT OF BUDGET 67% o OVER(UNDER) BUDGET $(336,073) CAPITAL PROJECTS o YTD Adopted Budget $383,597 o YTD Actual $105,148 o Percent of Budget 27% o Over(Under) Budget ($278,449)  See Capital Projects Update for more detail • N1 Sewer Line Transfer – under budget $2,0912 • Ground Storage Tank – under budget $257,537 PAYROLL TRANSFERS OUT o YTD Adopted Budget $81,049 o YTD Actual $60,590 o Percent of Budget 75% o Over(Under) Budget ($20,459)  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 o YTD Adopted Budget $35,511 o YTD Actual $134,383 o Percent of Budget 378% o Over(Under) Budget $98,872  Transfers Out to Utility Maintenance Fund – over budget $112,397 – due to additional funds related to the sanitary lift station repairs and maintenance. Staff will recommend a budget amendment at the March Council meeting. 12 Town of Westlake Update for Quarter Ended 12-31-13 CAPITAL PROJECTS UPDATE PROJECT DIRECTOR: JARROD GREENWOOD UTILITY FUND PROJECTS Actuals Adopted Actuals PTD TOTAL FOR percent PROJECT ACCOUNT DESCRIPTION ALL PYS FY 13-14 FY 13-14 Variance Expended ALL YEARS Complete 000030 N1 Sewer Line Transfer 52,330 82,967 - (82,967) 52,330 135,297 39% 000036 Ground Storage Tank 96,803 1,438,913 105,148 (1,333,765) 201,951 1,535,716 13% TOTAL UF 500 99,891 1,521,880 105,148 (1,416,732) 254,281 1,671,013 15% TRA ASSUMPTION OF N-1 SEWER LINE (PROJECT 30) o FY 13/14 Adopted Budget: $82,967 o FY 13/14 YTD Actual: $0.00 o Project-to-Date Expended: $52,330 o Total Estimated Project Cost: $135,297 o Project Completion: 39% Council approved a contract for sanitary sewer repair work in Vaquero at the April 2012 Council meeting. This repair work was TRA’s requirement to assume the N-1 sanitary sewer line that is jointly owned by Westlake and Southlake. The repair work has been completed with a final engineering report being provided to TRA in November 2013 for their review. Staff has requested a meeting with TRA and Southlake to discuss our next steps to transfer the line. GROUND STORAGE TANK (PROJECT 36) o FY 13/14 Adopted Budget: $1,438,913 o FY 13/14 YTD Actual: $105,148 o Project-to-Date Expended: $201,951 o Total Estimated Project Cost: $1,1535,716 o Project Completion: 13% Council approved a contract for the construction of a new 1,000,000 gallon ground storage tank at the existing pump station at the June 2013 Council meeting. The contractor will be welding steel panels for the floor and walls over the next several weeks. The project is running a couple of weeks behind due to inclement weather. Maintenance (consisting of inspection and cleaning) is not to be expected until year two. 13 Town of Westlake Update for Quarter Ended 12-31-13 CAPITAL PROJECTS UPDATE PROJECT DIRECTOR: JARROD GREENWOOD TRANSPORATION PROJECTS Actuals Adopted Actuals PTD Projection TOTAL FOR percent PROJECT ACCOUNT DESCRIPTION ALL PYS FY 13-14 FY 13-14 Variance Expended FY 14-15 FY 15-16 FY 16-17 ALL YEARS Complete 000020 FM 1938 Streetscape/Wayfinding 1,060,355 1,133,544 180,283 (953,261) 1,240,638 739,100 253,100 61,056 3,247,155 38% 000030 SH 114/Hwy 170 Enhancements 231,933 390,940 - (390,940) 231,933 336,000 - 31,657 990,530 23% 1,292,288 1,524,484 180,283 (1,344,201) 1,472,571 1,075,100 253,100 92,713 4,237,686 35% FM 1938 STREETSCAPE/WAYFINDING (PROJECT 20) o FY 13/14 Adopted Budget: $1,133,544 o FY 13/14 YTD Actual: $180,283 o Project-to-Date Expended: $1,240,638 o Total Estimated Project Cost: $3,247,155 o Project Completion: 38% MEDIANS The median landscape project started in mid-December 2012 and was substantially completed by August 2013. This project was funded through: 1) a $670,000 TxDOT grant; and 2) $186,000 funded by the Town. Staff provided a punch list of items that need to be addressed by the contractor and are waiting for an action plan. Given the unacceptable condition, the Town is assuming maintenance of the medians for a period of time until the TxDOT contractor has remedied the issues and the median is in a condition that maintenance can be transferred to Vaquero HOA and Fidelity. PH 3 (ROW behind curb) Council approved a contract for a total of $1,621,704.93 at the October 2013 Council meeting for the next phase of streetscape enhancements. This work will include 8' wide concrete trails, trees, shrubs, ornamental grasses, irrigation, grass (sod), gateway monuments, shade structures, and lighting. The project areas will include: the east side of FM 1938 from Randol Mill to Dove Road; the west side of FM 1938 from Randol Mill to approximately 200’ north of Sabine Drive; west side of FM 1938 from Dove to SH 114. This project will not include any enhancement work related to Granada or Entrada developments. 14 Town of Westlake Update for Quarter Ended 12-31-13 CAPITAL PROJECTS UPDATE PROJECT DIRECTOR: JARROD GREENWOOD TRANSPORATION PROJECTS (CONTINUED) SH 114/HWY 170 ENHANCEMENTS (PROJECT 30) o FY 13/14 Adopted Budget: $390,940 o FY 13/14 YTD Actual: $0.00 o Project-to-Date Expended: $231,933 o Total Estimated Project Cost: $990,530 o Project Completion: 23% This project is a joint regional effort between Westlake, Trophy Club, and Roanoke. The first portion of work completed included: (1) Re-painting of the existing sound wall on the following locations to match the paint scheme at the FM 1938 and Westlake Parkway bridges over SH 114. a) North side of SH 114 b) Existing bridges at Lois Street, Westlake Parkway, and Trophy Lake Drive (2) Installation of conduit sleeves under the constructed roadways in anticipation of irrigation to be installed on future enhancement phases. The next phase of enhancements will need to be coordinated with Trophy Club and Roanoke staff. 15 Town of Westlake Update for Quarter Ended 12-31-13 CAPITAL PROJECTS UPDATE PROJECT DIRECTOR: RICHARD WHITTEN FACILITY PROJECT Actuals Adopted Actuals PTD Projection TOTAL FOR percent PROJECT ACCOUNT DESCRIPTION ALL PYS FY 13-14 FY 13-14 Variance Expended FY 14-15 FY 15-16 ALL YEARS Complete CP55 Outdoor Warning System - 99,000 - (99,000) - - - 99,000 0% - 99,000 - (99,000) - - - 99,000 0% OUTDOOR WARNING SYSTEM o FY 13/14 Adopted Budget: $99,000 o FY 13/14 YTD Actual: $0.00 o Project-to-Date Expended: $0.00 o Total Estimated Project Cost: $99,000 o Project Completion: 0% The Outdoor Warning System project was to provide three outdoor warning sirens for the Town that would enhance Public Safety through an early warning notification system. Staff has reached out to utility/communication service providers inquiring if there might be an interest in partnerships for multipurpose towers. As of this date, there has been no response for this idea. Staff will begin moving forward with the project by developing a Request for Proposal (RFP). 16 Town of Westlake Update for Quarter Ended 12-31-13 CAPITAL PROJECTS UPDATE PROJECT DIRECTOR: TROY J. MEYER PARK & TRAIL PROJECTS Actuals Adopted Actuals PTD Projection TOTAL FOR percent PROJECT ACCOUNT DESCRIPTION ALL PYS FY 13-14 FY 13-14 Variance Expended FY 14-15 FY 15-16 ALL YEARS Complete CP42 Trail Connection at Hwy 114/Solana - 15,000 - (15,000) - 10,000 15,450 40,450 0% CP54 WA - West Parking Improvements - 200,000 - (200,000) - - - 200,000 0% - 215,000 - (215,000) - 10,000 15,450 240,450 0% TRAIL CONNECTION AT HWY 114 AND SOLANA (PROJECT 42) o FY 13/14 Adopted Budget: $15,000 o FY 13/14 YTD Actual: $0.00 o Project-to-Date Expended: $0.00 o Total Estimated Project Cost: $40,450 o Project Completion: 0% Staff contacted Cassidy/Turley in the winter of 2013 regarding the future development of a trail from Sam School road along the north side of Solana Boulevard to HWY 114. Staff received pricing for crushed granite and concrete trail. Cassidy/Turley is not ready to move forward on the trail project at this time. WESTLAKE ACADEMY WEST PARKING IMPROVEMENTS (PROJECT 54) o FY 13/14 Adopted Budget: $200,000 o FY 13/14 YTD Actual: $0.00 o Project-to-Date Expended: $0.00 o Total Estimated Project Cost: $200,000 o Project Completion: 0% Staff received two quotes to design the west parking area from Jacobs Engineering and Brockette, Davie & Drake. Brockette, Davie & Drake Civil Engineering Firm was selected and is currently performing the civil work for the Westlake Academy Phase I Expansion Project. They have presented two draft designs which are currently being reviewed by Town staff. This project will go out for bid in February 2014 and construction should start in June of 2014. 17 Town of Westlake Update for Quarter Ended 12-31-13 CAPITAL PROJECTS UPDATE PROJECT DIRECTOR: TROY J. MEYER FACILITY PROJECTS Actuals Adopted Actuals PTD Projection TOTAL FOR percent ACCOUNT DESCRIPTION ALL PYS FY 13-14 FY 13-14 Variance Expended FY 14-15 ALL YEARS Complete Engineering 38,338 45,060 15,159 (29,901) 53,497 - 83,398 64% Design Fees 483,982 198,600 (125,000) (323,600) 358,982 19,942 702,524 51% Misc. Legal 4,788 - - - 4,788 - 4,788 100% Irrigation R&M 4,766 - - - 4,766 - 4,766 100% Landscape - A&S Center 20,324 - - - 20,324 - 20,324 100% Contingency - 115,200 - (115,200) - - 115,200 0% Utility Relocations (W/S/E) 49,344 - - - 49,344 - 49,344 100% Advertising 520 - - - 520 - 520 100% Audio Visual 3,740 - - - 3,740 - 3,740 100% Courier Service 422 - - - 422 - 422 100% Misc. Expense 3,243 - - - 3,243 - 3,243 100% Construction Expense 780,517 6,962,881 198,157 (6,764,724) 978,674 1,050,000 8,793,398 11% Water Service 197 - 251 251 448 - 197 227% Furniture & Fixtures 6,268 474,209 - (474,209) 6,268 - 480,477 1% Transfer Out to GF 36,398 - - - 36,398 - 36,398 100% Portable Buildings 346,639 - 12,978 12,978 359,617 - 346,639 104% TOTAL EXPENSES 1,779,487 7,795,950 101,545 (7,694,405) 1,881,033 1,069,942 10,646,379 18% WESTLAKE ACADEMY EXPANSION o FY 13/14 Adopted Budget: $7,795,950 o FY 13/14 YTD Actual: $101,545 o Project-to-Date Expended: $1,880,916 o Total Estimated Project Cost: $10,564,355 o Project Completion: 18% This project includes the following three buildings (Phase I) 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 • Field House (containing locker rooms and storage space for athletic equipment Steele & Freeman was selected as the CM at risk firm. The Secondary building is taking shape with the first floor slab poured and decking on the 2nd & 3rd floors near completion. The Multi-Purpose grade beams and plumbing are completed with the slab scheduled to be poured by the end of January. Grade beams and plumbing for the Field House are also scheduled to be completed by the end of January. The low voltage package is scheduled to go out to bid in February which includes: furniture, IT and security equipment. There was approximately $91,000 cost savings on the pier casting and kitchen equipment which will go into the owner’s betterment line item. The project is approximately two weeks behind due to weather events in November and December of 2013. Time will be made up by contractors working 10-hour days and Saturdays to ensure the Secondary and Multi-Purpose Buildings are opened in August 2014, followed by the Field House in the fall of 2014. 18 DISCUSSION ITEMS a. Standing Item: Update and discussion regarding Westlake Academy Phase I expansion project and enrollment projections. (15 min) b. Discussion regarding an amendment to the Westlake Academy Campus Development Plan. (10 min) c. Discussion of the Process for Establishing a Public Improvement District (PID) for the Entrada Development, the Petition Submitted to Establish a PID for Entrada, and a Draft Service Assessment Plan for Same. (30 min) Town of Westlake Item # 5 – Discussion Items Standing agenda item during the construction project d. Update and discussion regarding Westlake Academy Phase I expansion project and enrollment projections. (15 min) Town of Westlake Item # 5a – No Supporting documentation Page 1 of 2 estlake Town Council TYPE OF ACTION Regular Meeting - Action Item Westlake Town Council Meeting Monday, January 27, 2014 TOPIC: Consider approval of resolution approving a Westlake Academy Campus Development P lan amendment for t he property addressed as 2600 JT Ottinger Road, located in the town of Westlake, Tarrant County, Texas. STAFF CONTACT: Troy J. Meyer, Director of Facilities and Parks/Recreation DECISION POINTS Start Date Completion Date Timeframe: January 27, 2014 August 7, 2015 Click here to enter text. Funding: Amount - $200.000 Status- Funded Source- Capital Projects Fund 0T Decision Alignment VVM Perspective Desired Outcome Exemplary Governance Financial Stewardship FS.Sustain Fiscal Health Strategic Issue Outcome Strategy Staff Action Capital Investment 3. Policy and Cost Analysis Drive by GRowth (Future Assets) SA 03.3: WA Campus Strategy Map or VVM Connection Strategic Issue Connection Page 2 of 2 EXECUTIVE SUMMARY In the summer of 2006, a temporary asphalt parking lot and utilities improvements were completed on the west side of pod G, adding 45 parking spaces and allowing for pick-up of upper grade students at Westlake Academy. This construction work included four handicap spaces, 41 parking spaces, and a circle driveway for MYP student pick-up. To bring this parking area up to Town standards, the Town Council approved $200,000.00 in the 2013 -2014 capital project budget. Town staff is requesting an amendment to the Westlake Academy Development Plan to provide improvements to the parking area to the west of the gym building. This would include reducing the number of landscape islands, and no curbs would be installed on the perimeter of the parking area. The trees required to be planted in the landscape island would be relocated to the edge of the parking area and landscape screening would also be installed around the proposed parking improvements. Improvements would include increased thickness of the pavement, extending the fire line for the new secondary building, additional down lighting, landscape screening, sidewalks and two handicap parking spaces. Although the improvements will decrease the number of parking spaces by seven, the campus is still in compliance with parking requirement for schools. ORGANIZATIONAL HISTORY/RECOMMENDATION Staff recommends Council approval of the Development Plan amendment for the property addressed as 2600 JT Ottinger road, located in the town of Westlake, Tarrant County, Texas. ATTACHMENTS Resolution, Development Plan amendment maps Exhibit A. Page 1 of 3 estlake Town Council TYPE OF ACTION Workshop - Discussion Item Westlake Town Council Meeting Monday, January 27, 2014 TOPIC: Discussion of the Process for Establishing a Public Improvement District (PID) for the Entrada Development , the Petition Submitted to Establish a PID for Entrada, and a Draft Service Assessment Plan for Same. STAFF CONTACTS: Tom Brymer, Town Manager DECISION POINTS Start Date Completion Date Timeframe: October 28, 2013 TBD Funding: Amount - None. Status- N/A Source- N/A Decision Alignment VVM Perspective Desired Outcome Sense of Place Financial Stewardship Enhance and Maintain a Sense of Community Strategic Issue Outcome Strategy Staff Action Comprehensive Planning and Management of Natural Resources N/A SA 09D1: Ordinances Strategy Map or VVM Connection Strategic Issue Connection Page 2 of 3 EXECUTIVE SUMMARY The owner of the development known as Entrada, located at the northeast corner of FM 1938 (Davis Blvd) and Solana Boulevard, has submitted a petition to the Town of Westlake to establish a Public Improvement District (PID) for construction of public infrastructure in this development. Next steps would include discussion of a proposed Service and Assessment Plan (SAP) for this PID as well as a timeline for establishing the PID. ORGANIZATIONAL HISTORY/RECOMMENDATION Previously this property was zoned for office and retail uses. In April of this year, after much public input and meetings, the Town Council, with a unanimous recommendation from the Planning & Zoning Commission, approved a request by the owner to amend the zoning in this PD1-2 zoning district . Also in April of this year, prior to consideration of this zoning change request, the land use plan component of the Town’s Comprehensive Plan was amended to provide for the uses requested in the zoning change request for this property. The amended zoning adds certain residential and entertainment uses in order to allow development of a mixed use Planned Development on this tract. The zoning ordinance, as amended, is intended to achieve a design that emulates a European style village with a Spanish architectural theme. The development’s name is Entrada. During the re-zoning approval process it was pointed out by Staff, as well as discussed by Council, that if the zoning request was approved, the developer intended to submit to the Town a petition to create a Public Improvement District (PID) to fund the construction of the public infrastructure for this development. Further, in the Economic Development with the developer of Entrada, the Town agreed to consider creating a PID for this purpose. This Economic Development Agreement also was approved by the Town Council in April of this year. This agenda item is intended to continue discussion begun at the Council’s October 28, 2013 Workshop, the Council’s November 11, 2013 Workshop, and the Council’s December 9, 2013 Workshop regarding this proposed PID. The Staff has been reviewing various iterations of a draft Service and Assessment Plan (SAP) since the petition to establish this PID was submitted by the owner of this tract. If the Council wishes to move forward on establishing this PID, a specific timeline for establishing the PID will need to be set for this as well. With the Development Plan and Preliminary Plat for Entrada now approved by the Town Council, the developer is ready to move forward on establishment of a PID for this property. After the PID is created there will be a separate notification process for hearings on the levy of assessments. After the assessments are levied (approval of the service and assessment plan), the Council could then take action to authorize the PID bonds. No hearing is required for the issuance of the bonds, although the Council could call a public hearing on the issuance of the bonds if it wanted. That said, the issuance of bonds is part of the proposal by the developer, will be set forth in a financing agreement or reimbursement agreement that will be presented to the Council as we go through the process, and is inherent in all the actions taken by the Council relating to the PID. Since the December 9, 2013 Council Workshop, it has been identified that due to IRS regulations related to issuance of bank qualified debt, there will need to be modifications to Page 3 of 3 the approach previously discussed with Council for issuance of PID bonds. . The developer’s team will discuss that at this workshop. The developer is requesting that the Council approve the resolution that begins the public notification process for hearings on these PID bonds at the Council’s January 27, 2014 Regular Meeting. However, it should be noted that approving this resolution only sets public hearings on proposed PID bond issuance. Approval of the bond issuance comes at a later point in the process and the process can be halted any time before then by the Council. ATTACHMENTS 1. Proposed Calendar for PID Establishment in Westlake on the Entrada Property. 2. PID Petition 10-18-13 for Entrada property. November 22, 2013 SMTWThFSSMTWThFSSMTWThFS 12341 12345675678910112345678 891011121314121314151617189101112131415 151617181920211920212223242516171819202122 22232425262728262728293031232425262728 293031 SMTWThFSSMTWThFS 112345 23456786789101112 910111213141513141516171819 1617181920212220212223242526 2324252627282927282930 3031 Date:Action: ●Delivery of Draft Service & Assessment Plan ("SAP") to the Town ●Informational Presentation to Town Council on Westlake Public Improvement District ("PID") Proposal ●Town Council Resolution Requiring Newspaper Notice and Mail Notice for PID Creation Hearing, and setting PID Creation Hearing Date ●Town Council Hearing on PID Creation ●Town Council Adoption of Resolution creating PID ●Town Council Adoption of Resolution determining Cost of Authorized Improvements, Setting Levy and Assessment Hearing Date ●Town Council Adopts Levy and Assessment Ordinance, including Final SAP (subject to Bond Sale) ●Town Council Approves Distribution of Preliminary Official Statement ("POS") ●Pricing of the Bonds ●Special Town Council meeting to approve PID Bond Pricing, Levy of Special Assessments and Final Bond Documents ●Close of Financing *Holiday; market closed *Town Council Meeting Financing Schedule Phase 1 Improvement Area Bonds, Series 2014 Solana Public Improvement District Town of Westlake, Texas April 17, 2014 April 2, 2014 January-14 February-14December-13 March 24, 2014 February 24, 2014 April 3, 2014 December 2, 2013 December 9, 2013 January 27, 2014 March-14 April-14 Page 1 PETITION FOR THE CREATION OF A PUBLIC IMPROVEMENT DISTRICT WITHIN THE TOWN OF WESTLAKE, TEXAS,FOR THEWESTLAKEPUBLIC IMPROVEMENT DISTRICT NO. I This petition ("Petition") is submitted and filed with the Town Secretary of the Town of Westlake, Texas ("Westlake"), byMaguire Partners—Solana Land, L.P., a Texas limited partnership (the "Developer") acting pursuant to the provisions of Chapter 372, Texas Local Government Code, as amended (the "Act"), requesting that Westlake create a public improvement district("District"),to includeproperty owned by the Developer and located within the city limits of Westlake (the "Property"), more particularly described by a metes and bounds description in ExhibitA. In support of this petition the Developer would presentthe following: Section 1. General Nature of the Authorized Improvements. Thepurposes of the District include the design, acquisition, construction, and improvement of public improvement projects authorized by the Act that are necessary for the development of the Property, which public improvements will include: landscaping, entryway features, water, wastewater, sidewalks, streets, roadways, off-street parking, drainage system improvements, trails, parks andopen space; special supplemental services for the improvement and promotion of the district; and payment of expenses incurred in the establishment, administration, and operation of the district. Section 2. Estimated Cost of the Authorized Improvements. The Developer estimates that the costto design, acquire, and construct the Authorized Improvements is $32,000,000.00. Section 3. Boundaries of the Proposed District. The District is proposed to include the Property. Section 4. Proposed Method of Assessment. Westlake shall levy assessments on each parcel within the District in a manner that results in imposing equal shares of the costs on property similarly benefited. All assessments may be paid in full at any time(including interest and debt), and certain assessments may be paid in annual installments (including interest and debt). If an assessmentis allowed to be paid in installments, then the installments must be paid in amounts necessary tomeetannual costs for those Authorized Improvements financed by the assessment, and must continue for a period necessary to retire theindebtedness of those Authorized Improvements(including interest). Section 5. Proposed Apportionment of Costs between the District and Westlake. Westlake will not be obligated to provide any funds to finance the Authorized Improvements, other than from assessments levied on the public improvement district property, and possible taxincrement reinvestment zone revenue. No municipal property in the public improvement district shall beassessed. Developer may also pay certain costs of the improvements from otherfunds available to the Developer. Section 6. Management of the District. The Developer proposes that the District be managed byWestlake, with the assistance of a consultant, who shall, from time to time, advise Westlake regarding certain operations of the District. Section 7. Developer Requests Establishment of the District. The person(s) signing this Petition request the establishment of the District. Section 8. Advisory Board. The Developer proposes that the District be established and managed without the creation of an advisory board. This petition has been signed by (1) theowners of taxable real property representing more than 50 percent of the appraised value of taxable real property liable for assessment under the proposal, as determinedby the current roll of the appraisal district in which the property is located; and(2)record owners of real property liable for assessment under the proposal who: (A) constitute more than 50 percent of all record owners of property that is liable for assessment under the proposal; or (B) own taxable real property that constitutes more than 50 percent of the area of all taxablereal propertythat is liable for assessment under the proposal. This Petition is hereby filedwith the Town Secretary of Westlake in support of the creation of the District by the TownCouncil of Westlake as herein provided. The undersigned request that the Town Council of Westlake grant its consent as above stated. RESPECTFULLY SUBMITTED, on this the day of October, 2013. MAGUIRE PARTNERS—SOLANA LAND, L.P., a Texas limited partnership By: MMM Ventures, LLC, its general partner By: 2M Ventures, LLC, its manager Its: GeneralPartner By: Date:0/ 1 7,0 ('3 Mehrdad Moayedi, Manager 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 (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1). Maguire Partners- Solana Land, L.P., related to Centurion’s development known as Entrada b. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. c. Section 551.071(2) 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: Trophy Club Municipal District Number 1 Town of Westlake Item # 6 – Executive Session Town of Westlake Item # 7 – Reconvene Meeting 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 (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1). Maguire Partners- Solana Land, L.P., related to Centurion’s development known as Entrada b. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. c. Section 551.071(2) 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: Trophy Club Municipal District Number 1 Town of Westlake Item # 8 – Take any Necessary Action, if necessary COUNCIL RECAP / STAFF DIRECTION Town of Westlake Item #9 Council Recap / Staff Direction Town of Westlake Item # 10 – Workshop Adjournment Back up material has not been provided for this item. 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. Mike Land, Deputy City Manager City of Coppell presenting awards from ICMA to the Westlake Team. Town of Westlake Item # 2 – Citizen’s Presentations and recognitions a. Consider approval of the minutes from the December 16, 2013, meeting. b. Consider approval of Ordinance 722, Call the General Election for May 10, 2014, to elect a Mayor and two (2) Council Members for two (2) year terms. c. Consider approval of Resolution 14-01, Appointing two (2) members to the Westlake Historical Preservation Society. d. Consider approval of Resolution 14-02, Amending the Westlake Academy Campus Development Plan. e. Consider approval of Resolution 14-03, Approving a Co-op Purchasing Agreement with TEXMAS. f. Consider approval of Ordinance 723, Approving a Franchise Agreement with Atmos Energy Corporation. Town of Westlake Item # 3 – Discussion of Consent items Town Council Minutes 12/16/13 Page 1 of 5 MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING December 16, 2013 PRESENT: Mayor Laura Wheat and Council Members, Michael Barrett, Clif Cox, Carol Langdon, Rick Rennhack and Wayne Stoltenberg. Clif Cox arrived at 5:26 p.m. ABSENT: Rick Rennhack OTHERS PRESENT: Town Manager Tom Brymer, Town Secretary Kelly Edwards, Assistant Town Manager Amanda DeGan, Town Attorney Cathy Cunningham, Finance Director Debbie Piper, Planning and Development Director Eddie Edwards, Facilities and Recreation Director Troy Meyer, Fire Chief Richard Whitten, Director of Public Works Jarrod Greenwood, Communications & Community Affairs Director Ginger Awtry, Public Works Director Jarrod Greenwood, and Information Technology Director Jason Power. Workshop Session 1. CALL TO ORDER Mayor Wheat called the work session to order at 5:17 p.m. 2. PLEDGE OF ALLEGIANCE Mayor Wheat led the pledge of allegiance to the United States and Texas flags. 3. REVIEW OF CONSENT AGENDA ITEMS FOR THE DECEMBER 16, 2013, TOWN COUNCIL REGULAR MEETING AGENDA. No additional discussion. Town Council Minutes 12/16/13 Page 2 of 5 4. DISCUSSION ITEMS a. Standing Item: Update and discussion regarding Westlake Academy Phase I expansion project and enrollment projections. Director Meyer provided a presentation and project update regarding Phase I. Discussion ensued regarding additional uses for the multipurpose building. b. Discussion of the Process for Establishing a Public Improvement District (PID) for the Entrada Development, the Petition Submitted to Establish a PID for Entrada, and a Draft Service Assessment Plan for Same. Town Manager Brymer provided an overview of the Public Improvement District item. Mr. Curran, Jefferies, L.L.C., provided the names of the team and overview of the project and process. Mr. Bobby Dolak, GA Consultants, provided a presentation and overview of the Public Improvement District’s Improvement Cost Summary. Mr. Abdi Yassin, Municap, provided a presentation and overview of the Service and Assessment Plan. Mr. Robert Miklos, Milby, P.L.L.C., and Mr. Kirk Wilson, T. Wilson & Associates, provided an overview of the process of establishing the Public Improvement District. Discussion ensued regarding the total cost plus the capitalized interest for a total cost of assessments, the time for securing a bond amount, parity bond issuance, appraisal process, reassessment of property, operating and maintenance cost to the Town which include the water, sewer, lake and telecom infrastructure, and tax equivalency. c. Discussion regarding the proposed 2014 Town Council and Board of Trustees meeting calendar. Town Manager Brymer and Town Secretary Edwards presented the item. Discussion ensued regarding changing the dates of meetings in March, November, and December. Town Council Minutes 12/16/13 Page 3 of 5 5. EXECUTIVE SESSION The Council did not convene into executive session. a. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the is Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. b. Section 551.071(2) 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: Trophy Club Municipal District Number 1 6. RECONVENE MEETING 7. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 8. COUNCIL RECAP / STAFF DIRECTION 9. ADJOURNMENT Mayor Wheat adjourned the work session at 7:24 p.m. Regular Session 1. CALL TO ORDER Mayor called the regular session to order at 7:43 p.m. 2. CITIZEN PRESENTATIONS AND RECOGNITIONS No one addressed the Council. Town Council Minutes 12/16/13 Page 4 of 5 3. CONSENT AGENDA a. Consider approval of the minutes from the November 11, 2013, meeting. b. Consider approval of Resolution 13-38, Adopting the 2014 Town Council and Board of Trustees meeting calendar. MOTION: Council Member Cox made a motion to approve consent agenda. Council Member Barrett seconded the motion. The motion carried by a vote of 5-0. 4. EXECUTIVE SESSION The Council convened into executive session at 7:44 p.m. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the is Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. b. Section 551.071(2) 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: Trophy Club Municipal District Number 1 5. RECONVENE MEETING Mayor Wheat reconvened the meeting at 8:40 p.m. 6. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. No action taken 7. FUTURE AGENDA ITEMS - None 8. COUNCIL CALENDAR Town Council Minutes 12/16/13 Page 5 of 5 9. ADJOURNMENT There being no further business before the Council, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Cox made a motion to adjourn the meeting. Council Member Stoltenberg seconded the motion. The motion carried by a vote of 4-0. Mayor Wheat adjourned the meeting at 8:40 p.m. APPROVED BY THE TOWN COUNCIL ON JANUARY 27, 2014. ATTEST: _____________________________ Laura Wheat, Mayor _____________________________ Kelly Edwards, Town Secretary Page 1 of 2 estlake Town Council TYPE OF ACTION Regular Meeting - Consent Westlake Town Council Meeting Monday, January 27, 2014 TOPIC: Consider approval of Ordinance Calling the May 10, 2014, General Election. STAFF CONTACT: Kelly Edwards, Town Secretary DECISION POINTS Start Date Completion Date Timeframe: January 27, 2014 May 10, 2014 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 VVM Perspective Desired Outcome Sense of Place Customer Focus CF.Promote Best Practice Policy Governance Strategic Issue Outcome Strategy Staff Action N/A N/A N/A Strategy Map or VVM Connection Strategic Issue Connection Page 2 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 a Mayor and two (2) Council Members. As outlined in the order, the term of office for the elected officials is two (2) years. (expiring May 2016.) The Mayor and two (2) Council terms expire May 2014. Those terms represent Mayor Wheat and Council Member s Cox and Barrett 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 Ordinance 722 Page 1 of 4 TOWN OF WESTLAKE ORDINANCE NO. 722 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, CALLING AND ORDERING AN ELECTION FOR THE PURPOSE OF ELECTING A MAYOR AND TWO (2) COUNCIL MEMBERS TO BE HELD ON MAY 10, 2014, 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 10, 2014, 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 10th day of May 2014, the second Saturday of that month, for the purpose of electing a Mayor and two (2) 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 elect ions 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 10, 2014, 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 January 29th through the 28th day of February 2014 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 vo te. The County’s voting equipment will be utilized for this election. Ordinance 722 Page 2 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 Joseph A Carroll Building 401 W. Hickory Denton, Texas 76201 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 28-30 (Monday-Wednesday) 8:00 a.m. - 5:00 p.m. May 1-2 (Thursday-Friday) 8:00 a.m. – 5:00 p.m. May 3 (Saturday) 7:00 a.m. – 7:00 p.m. May 4 (Sunday) 11:00 a.m. – 4:00 p.m. May 5-6 (Monday – Tuesday) 7:00 a.m. – 7:00 p.m. Denton County Early Voting April 28 – May 3 (Monday – Saturday) 8:00 a.m. - 5:00 p.m. May 5 – May 6 (Monday – Tuesday) 7:00 am. - 7:00 p.m. Applications for ballots by mail must be received no later than the close of business on May 1, 2014. SECTION 6: Notice. Notice of said elections shall be given as required by the Texas Election Code. Ordinance 722 Page 3 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 Mayor and two (2) 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. 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 722 Page 4 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 27th DAY OF JANUARY 2014. _____________________________ ATTEST: Laura Wheat, Mayor ____________________________ ______________________________ Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Page 1 of 2 estlake Town Council TYPE OF ACTION Regular Meeting - Consent Westlake Town Council Meeting Monday, January 27, 2014 TOPIC: Consider approval of Resolution appointing two new member s to the Westlake Historical Preservation Society Board. STAFF CONTACT: Ginger Awtry, WHPS Town Liaison DECISION POINTS Start Date Completion Date Timeframe: January 17, 2014 January 21, 2014 Funding: Amount - $ Status- N/A Source- N/A Decision Alignment VVM Perspective Desired Outcome Exemplary Governance Customer Focus CF.Promote Community Health, Safety & Welfare Strategic Issue Outcome Strategy Staff Action N/A N/A N/A Strategy Map or VVM Connection Strategic Issue Connection Page 2 of 2 EXECUTIVE SUMMARY Currently WHPS has five (5) vacant seats on their board. Mr. Daniel Zipperlen and Mr. Richard A. Meyer submitted an application and have met with current President Stephen Thornton regarding the duties of a board member. With the addition of Mr. Zipperlen and Mr. Meyer, the current number of WHPS board members will now be brought to six (6) and they will now be able to hold meetings with a minimum number of five (5) members present for a quorum of the nine (9) member board. ORGANIZATIONAL HISTORY/RECOMMENDATION Appoint Mr. Daniel Zipperlen and Mr. Richard A. Meyer, both Westlake residents, to serve on the Board for the Westlake Historical Preservation Society. Mr. Zipperlen’s term will expire in June 2015 and Mr. Meyer’s term will expire in June 2016. ATTACHMENTS Applications and Resolution Resolution 14-01 Page 1 of 1 TOWN OF WESTLAKE RESOLUTION NO. 14-01 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPOINTING TWO MEMBERS TO THE WESTLAKE HISTORICAL PRESERVATION SOCIETY BOARD. WHEREAS, Currently, five (5) vacancies exist on the Westlake Historical Preservation Society board; and WHEREAS, the Town Council has received two applications for consideration of appointment; and WHEREAS, the meeting at which this Resolution was considered was open to the public as required by law, and public notice of the time, place, and subject of the meeting has been given in accordance with Chapter 551, Government Code. 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 Council of the Town of Westlake does hereby appoint the following individual to serve as a member of the Westlake Historical Preservation Society board for the term noted below: Daniel Zipperlen – term expiring June 2015 Richard A. Meyer – term expiring June 2016 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. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 27th DAY OF JANUARY 2014. _________________________________ ATTEST: Laura Wheat, Mayor ________________________________ ________________________________ Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: _________________________________ L. Stanton Lowry, Town Attorney Resolution 14-02 Page 1 of 3 TOWN OF WESTLAKE RESOLUTION NO. 14-02 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A WESTLAKE ACADEMY CAMPUS DEVELOPMENT PLAN AMENDMENT FOR THE PROPERTY ADDRESSED AS 2600 JT OTTINGER ROAD, LOCATED IN THE TOWN OF WESTLAKE,TARRANT COUNTY, TEXAS; WHEREAS, Government Use zoned property requires a Development Plan to be approved by the Town Council: and, WHEREAS, the Town Council approved a Development Plan for this property by approving Resolution 13-08 on February 25th, 2013; and, WHEREAS, it has been decided that amending the approved Development Plan would allow the property to be developed in a manner that is more environmentally conscientious; 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 approve the proposed Development Plan Amendment , attached as Exhibit “A”, governing the disposal of the Town’s surplus, obsolete, and non-repairable assets. 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 14-02 Page 2 of 3 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 27TH DAY OF January 2014. ATTEST: _____________________________ Laura L. Wheat , Mayor ____________________________ ______________________________ Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Resolution 14-02 Page 3 of 3 Exhibit “A” Development Plan Amendment Page 1 of 2 estlake Town Council TYPE OF ACTION Regular Meeting - Consent Westlake Town Council Meeting Monday, January 27, 2014 TOPIC: Consider a resolution authorizing the Town Manger to enter into an annual membership with the Texas Comptroller Accounts to provide purchasing through the Texas Co -op program and authorize subsequent renewals with the Texas Comptroller Accounts to provide purchasing through the Texas Co-op program. STAFF CONTACT: Troy J. Meyer, Director of Facilities and Parks/Recreation DECISION POINTS Start Date Completion Date Timeframe: January 27, 2014 January 27, 2015 Click here to enter text. Funding: Amount - $100.00 Status- Funded Source- Bond Issuance 0T Decision Alignment VVM Perspective Desired Outcome Exemplary Governance Financial Stewardship FS.Sustain Fiscal Health Strategic Issue Outcome Strategy Staff Action Capital Investment 3. Policy and Cost Analysis Drive by GRowth (Future Assets) SA 03.3: WA Campus Page 2 of 2 Strategy Map or VVM Connection Strategic Issue Connection EXECUTIVE SUMMARY The State of Texas offers local, county governments and school districts annual membership to a state Co-op program through the Local Government Code. The membership allows local governments to use the State of Texas volume buying power to receive best pricing from bidders. The membership will allow us to utilize a centralized master bidder’s list to identify vendors from the Co -op database. By joining this program, the Town will receive an estimated savings of ten to twenty percent on the purchase of the furnishings for Phase I of the Westlake Academy Campus expansion. ORGANIZATIONAL HISTORY/RECOMMENDATION Staff recommends Council approval of the annual membership with Texas Comptroller of Public Accounts. ATTACHMENTS Resolution, Annual membership agreement Exhibit A. Resolution 14-03 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 14-03 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANGER TO ENTER INTO AN ANNUAL MEMBERSHIP WITH THE TEXAS COMPTROLLER ACCOUNTS TO PROVIDE PURCHASING THROUGH THE TEXAS CO-OP PROGRAM AND AUTHORIZE SUBSEQUENT RENEWALS WITH THE TEXAS COMPTROLLER ACCOUNTS TO PROVIDE PURCHASING THROUGH THE TEXAS CO-OP PROGRAM. WHEREAS, the Town of Westlake is working to become leaders in premier educational facilities and programs; and WHEREAS, Westlake desires to produce well educated future leaders and thinkers; and WHEREAS, Westlake desires to be business partners with Westlake Academy; and WHEREAS, the Town Council finds that the Texas Comptroller Accounts is authorized to provide purchasing services for local government pursuant to § 271.082 and 271.083 of the local government code; and WHEREAS, the Town Council of the Town of Westlake is a municipality defined as an entity qualified to participate in the cooperative purchasing program of the Texas Comptroller of Public Accounts pursuant to § 271.081 of the local government code; and WHEREAS, in accordance with the requirements of 34 TAC §20.85 administrative rules, the agent(s) of record, Thomas E. Brymer, Town Manager and Troy J. Meyer Director of Facilities are authorized to execute any and all documentation for Town pertaining in the Texas Comptroller of Public Account Cooperative Purchasing Program; and WHEREAS, the Town of Westlake acknowledge its obligation to pay participation fees established by the Texas Comptroller of Public Account; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS THAT REQUEST BE MADE TO THE TEXAS COMPTROLLER OF PUBLIC ACCOUNT TO APPROVE THE TOWN OF WESTLAKE FOR PARTICIPATION IN THE TEXAS COMPTROLLER OF PUBLIC ACCOUNT COOPERATIVE PURCHASING PROGRAM. 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 agreement with annual membership with the Texas Comptroller Accounts to provide purchasing through the Texas Co -op program and authorize subsequent renewals with the Texas Resolution 14-03 Page 2 of 2 Comptroller Accounts to provide purchasing through the Texas Co-op program, authorizes Town staff to approve membership, as it relate to the purchasing supplies for the Town or Academy, attached as Exhibit “A”. 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. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 27TH DAY OF JANUARY 2014. ATTEST: _____________________________ Laura L. Wheat , Mayor ____________________________ ______________________________ Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney State of Texas CO -OP Program State of Texas CO -OP Application Troy Meyer Name of Authorized Individual (NOTE, This person is authorized to sign for purchases and will receive oil correspondence from CPA. Additional authorized signers or Agents of Record may be listed on the resolution with the signatures documented of the bottom of the resolution.) Town of Westlake Organization /Qualified Entity Name 3 Village Circle, Suite #202 Address Westlake, Texas 76262 City, State, Zip Code tmeyer @westlake- tx.org; Itillman@westlake- tx.org Email Address (More than one may be listed.) 817/490 -573+0 817/430-1812 _ ....................................................... ............................... . Phone Number Fax Number The annual membership fee for participation in the State of Texas CO -OP is: $100.00 - FEE IS NON - REFUNDABLE Texas Comptroller of Public Accounts Texas Comptroller of Public Accounts P.O. Box 13186 Austin, TX 78711 PLEASE RETURN THIS FORM WITH PAYMENT AND ALL REQUIRED DOCUMENTS AND SIGNATURES Questions? Contact the CO -OP at (512) 463 -3368 or at coop @ cpa.state.tx.us. Page 1 of 2 estlake Town Council TYPE OF ACTION Regular Meeting - Consent Westlake Town Council Meeting Monday, January 27, 2014 TOPIC: Consider approval of an Ordinance Approving a Franchise Agreement with Atmos Energy Corporation. STAFF CONTACT: Tom Brymer, Town Manager DECISION POINTS Start Date Completion Date Timeframe: May 8, 2012 April 2, 2012 Funding: Amount- $ Status- N/A Source- N/A Decision Alignment VVM Perspective Desired Outcome Exemplary Governance Financial Stewardship FS.Maintain Effective Internal Controls Strategic Issue Outcome Strategy Staff Action N/A N/A N/A Strategy Map or VVM Connection Strategic Issue Connection Page 2 of 2 EXECUTIVE SUMMARY The current franchise agreement with Atmos expires in March 2014. The Town’s Attorney has worked diligently with Atmos representatives creating the attached ordinance that would renew the franchise agreement. This agreement would be for fifteen (15) years ending December 31, 2028. The franchise fee shall be equivalent to five percent (5%) of the gross revenues for the preceding calendar year. ORGANIZATIONAL HISTORY/RECOMMENDATION The Town’s previously approved a franchise agreement by Ordinance 176 in 1989 for period of twenty-five (25) years which will expire March 2014. Staff recommends approval of the proposed agreement. ATTACHMENTS Ordinance Ordinance 723 Page 1 of 18 ORDINANCE NO. 723 AN ORDINANCE GRANTING TO ATMOS ENERGY CORPORATION, A TEXAS AND VIRGINIA CORPORATION, ITS SUCCESSORS AND ASSIGNS, A FRANCHISE TO FURNISH, TRANSPORT AND SUPPLY GAS TO THE GENERAL PUBLIC IN THE TOWN OF WESTLAKE, TARRANT AND DENTON COUNTIES, TEXAS, FOR THE TRANSPORTING, DELIVERY, SALE, AND DISTRIBUTION OF GAS IN, OUT OF, AND THROUGH SAID MUNICIPALITY FOR ALL PURPOSES; PROVIDING FOR THE PAYMENT OF A FEE OR CHARGE FOR THE USE OF THE STREETS, ALLEYS, AND PUBLIC WAYS; REPEALING ALL PREVIOUS ATMOS ENERGY GAS FRANCHISE ORDINANCES; PROVIDING THAT IT SHALL BE IN LIEU OF OTHER FEES AND CHARGES, EXCEPTING AD VALOREM TAXES; PRESCRIBING THE TERMS, CONDITIONS, OBLIGATIONS AND LIMITATIONS UNDER WHICH SUCH FRANCHISE SHALL BE EXERCISED; PROVIDING A MOST FAVORED NATIONS CLAUSE, AND A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake is the owner of valuable rights of way which have been utilized by Atmos Energy Corporation and its predecessors pursuant to a Franchise issued by the Town; and WHEREAS, the Town of Westlake is legally authorized to regulate and franchise the use of Town owned rights of way; and WHEREAS, all legal prerequisites for the passage of this Ordinance have been met, including but not limited to the requirements of the Texas Open Meetings Act and the Town Charter; and WHEREAS, Town Council has found that the passage of this Ordinance serves the best interests of the health, safety, and welfare of the public. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: All matters stated hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: GRANT OF AUTHORITY / LENGTH OF FRANCHISE / TERM AND CONDITIONS (A) Grant of Authority. The Town of Westlake, Texas, herein after called “Town,” hereby grants to Atmos Energy Corporation, hereinafter called “Atmos Energy” or "Company," its successors and assigns, consent to use and occupy the present and future Public Rights-of- Ordinance 723 Page 2 of 18 Way of the Town for the purpose of laying, maintaining, constructing, protecting, operating, and replacing the System needed and necessary to deliver, transport and distribute gas in, out of, and through Town and to sell gas to persons, firms, and corporations, including all the general public, within the Town's corporate limits. (B) Length of Franchise. Said privilege and license being granted by this Ordinance is for a term ending December 31, 2028. (C) Terms and Conditions. The provisions set forth in this Ordinance represent the terms and conditions under which the Company shall construct, operate, and maintain the System within the Town, hereinafter sometimes referred to as the “Franchise.” In granting this Franchise, the Town does not in any manner surrender or waive its regulatory or other rights and powers under and by virtue of the Constitution and statutes of the State of Texas as the same may be amended, nor any of its rights and powers under or by virtue of present or future generally applicable ordinances of the Town. Company, by its acceptance of this Franchise, agrees that all such lawful regulatory powers and rights as the same may be from time to time vested in the Town shall be in full force and effect and subject to the exercise thereof by the Town at any time. SECTION 3: DEFINITIONS For the purposes of this Ordinance, the following terms, phrases, words, and their derivations shall have the meanings given herein. When not inconsistent with the context, words in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The word “shall” is always mandatory and not merely directory. (A) “Town” shall mean the Town of Westlake, Texas. (B) “Company” shall mean Atmos Energy Corporation, its successors and assigns, but does not include an Affiliate, which shall have no right or privilege granted hereunder except through succession or assignment in accordance with Section 6 entitled “No Third Party Beneficiaries.” (C) “Town Manager” means Town's manager, or designee. (D) “Gross Revenues” shall mean all revenues received by Atmos Energy, from the sale of gas to all classes of customers (excluding gas sold to another gas utility in Town for resale to its customers within Town) within the corporate limits of Town. Ordinance 723 Page 3 of 18 (1) “Gross Revenues” shall also include: (a) revenues derived from the following ‘miscellaneous charges’: i. charges to connect, disconnect, or reconnect gas within the Town; ii. charges to handle returned checks from consumers within the Town; iii. fees collected pursuant to this agreement; and iv. contributions in aid of construction (“CIAC”). (b) revenues billed but not ultimately collected or received by the Company; (c) State gross receipts fees; (d) all revenues derived by Company from the transportation of gas through the System of Company within the Town to customers located within the Town (excluding any gas transported to another gas utility in Town for resale to its customers within Town); and (e) the value of gas transported by Company for Transport Customers through the System of Company located in the Town’s Public Rights-of-Way (“Third Party Sales”) (excluding the value of any gas transported to another gas utility in Town for resale to its customers within Town), with the value of such gas to be established by utilizing Company’s monthly Weighted Average Cost of Gas charged to industrial customers in the Mid-Tex division, as reasonably near the time that the transportation service is performed. (2) “Gross Revenues” shall not include: (a) the revenue of any affiliate or subsidiary of the Company; and (b) sales taxes; and (c) any interest income earned by the Company; and (d) all monies received from the lease or sale of real or personal property, provided, however, that this exclusion does not apply to the lease of facilities within the Town's Public Right -of Way. Ordinance 723 Page 4 of 18 (E) “Person” shall mean any natural person, or any association, firm, partnership, joint venture, corporation, or other legally recognized entity, whether for-profit or not-for -profit, but shall not, unless the context clearly intends otherwise, include the Town or any employee, agent, servant, representative or official of the Town. (F) “Public Right -of-Way” shall mean public streets, alleys, highways, bridges, public easements, public places, public thoroughfares, grounds, and sidewalks of the Town, as they now exist or may be hereafter constructed, opened, laid out or extended within the present limits of the Town, or in such territory as may hereafter be added to, consolidated or annexed to the Town. (G) “System” or “System Facilities” shall mean all of the Company's pipes, pipelines, gas mains, laterals, feeders, regulators, meters, fixtures, connections, and all other appurtenant equipment used in or incident to providing delivery, transportation, distribution, supply and sales of natural gas for heating, lighting, and power, located in the Public Right -of-Way within the corporate limits of the Town. (H) “Affiliate” shall mean in relation to the Company, a Person that controls, is controlled by, or is under common control with the Company. As used in this definition, the term “control” means, with respect to a Person that is a corporation, the ownership, directly or indirectly, of more than 50% of the voting securities of such Person or, with respect to a Person that is not a corporation, the power to direct the management or policies of such Person, whether by operation of law, by contract or otherwise. (I) “Transport Customer” shall mean any Person for which Company transports gas through the System of Company within the Town’s Public Rights-of-Way for delivery within the Town (excluding other gas utilities in Town who resell gas to their customers within the Town) . SECTION 4: EFFECT OF OTHER MUNICIPAL FRANCHISE ORDINANCE FEES ACCEPTED AND PAID BY COMPANY If Company should at any time after the effective date of this Ordinance agree to a new municipal franchise ordinance, or renew an existing municipal franchise ordinance, with another municipality in the Mid-Tex Division, which municipal franchise ordinance determines the franchise fee owed to that municipality for the use of its Public Rights-of-Way in a manner Ordinance 723 Page 5 of 18 that, if applied to the Town, would result in a franchise fee greater than the amount otherwise due Town under this Ordinance, then the franchise fee to be paid by Company to Town pursuant to this Ordinance may, at the election of the Town, be increased so that the amount due and to be paid is equal to the amount that would be due and payable to Town were the franchise fee provisions of that other franchise ordinance applied to Town. The Town acknowledges that the exercise of this right is conditioned upon the Town’s acceptance of all terms and conditions of the other municipal franchise in toto. The Town may request waiver of certain terms, and the Company may choose to agree with the waiver. SECTION 5: ACCEPTANCE OF TERMS OF FRANCHISE (A) The Company shall have sixty (60) days from and after the final passage and approval of this Ordinance to file its written acceptance thereof with the Town Secretary. If the Company does not file such written acceptance of this Franchise Ordinance, the Franchise Ordinance shall be rendered nu ll and void. The effective date shall be determined in accordance with the requirements of Section 28, “Effective Date.” (B) At 11:59 P.M. on December 31, 2028, ALL rights, franchises and privileges herein granted, unless they have already at that time ceased or been forfeited or extended by mutual agreement while a new franchise is being negotiated, shall at once cease and terminate. SECTION 6: NO THIRD PARTY BENEFICIARIES This Franchise is made for the exclusive benefit of the Town and the Company, and nothing herein is intended to, or shall confer any right, claim, or benefit in favor of any third party. SECTION 7: SUCCESSORS AND ASSIGNS No assignment or transfer of this Franchise shall be made, in whole or in part, except in the case of assignment or transfer to an Affiliate without approval of the Town Council of the Town. Written notice of said transfer or assignment to an Affiliate shall be provided to the Town Manager. The Town will grant such approval unless withheld for good cause, such as: (1) the failure of the proposed Assignee or Transferee to agree to comply with all provisions of this Ordinance and such additional conditions as the Council may prescribe in order to remedy Ordinance 723 Page 6 of 18 existing conditions of non-compliance, or (2) the failure of the proposed Assignee or Transferee to provide assurances reasonably satisfactory to the Council of its qualifications, character, the effect of the Transfer and such other matters as the Council deems relevant. Upon approval, the rights, privileges, and Franchise herein granted to Company shall extend to and include its successors and assigns. The terms, conditions, provisions, requirements and agreements contained in this Franchise shall be binding upon the successors and assigns of the Company. SECTION 8: COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES This Franchise is granted subject to the laws of the United States of America and its regulatory agencies and commissions and the laws of the State of Texas, as amended, and all other generally applicable ordinances of the Town of Westlake, not inconsistent herewith, including, but not limited to, ordinances regulating the use of Public Rights-of-Way. SECTION 9: PREVIOUS ORDINANCES When this Franchise becomes effective, all gas franchise ordinances and parts of franchise ordinances applicable to the Company or its predecessors in interest granted by the Town of Westlake, Texas, are hereby repealed. Ordinance 723 Page 7 of 18 SECTION 10: NOTICES Any notices required or desired to be given from one party to the other party to this Ordinance shall be in writing and shall be given and shall be deemed to have been served and received if: (1) delivered in person to the address set forth below; (2) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (3) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for notice, but until written notice of such change is actually received by the other party, the last address of such party designated for notice shall remain such party's address for notice. TOWN COMPANY Tom Brymer Town Manager Manager of Public Affairs Town of Westlake Atmos Energy Corp., 3 Village Circle, Suite 202 Mid-Tex Division Westlake, Texas76262 1550 Tech Centre Parkway Ar lington, Texas 76014 1-866-322-8667 With a copy to: Stan Lowry, Boyle & Lowry Town Attorney 4021 Wingren, Suite 108 Irving, Texas 75062 SECTION 11: PARAGRAPH HEADINGS, CONSTRUCTION The paragraph headings contained in this Ordinance are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. Both parties have participated in the preparation of this Ordinance and this Ordinance shall not be construed either more or less strongly against or for either party. SECTION 12: CONDITIONS OF OCCUPANCY (A) All construction and the work done by Company, and the operation of its business, under and by virtue of this Ordinance, shall be in conformance with the ordinances, Ordinance 723 Page 8 of 18 rules and regulations now in force and that may hereafter be adopted by the Town relating to the use of its Public Rights-of-Way. This Franchise Ordinance shall in no way affect or impair the rights, obligations or remedies of the parties under the Texas Utilities Code, or other state or federal Law. (B) If the Town believes that Company has failed to comply with any operational or maintenance standards as required by this Franchise Ordinance, Town shall give the Company written notice of such failure to comply. Company shall have the opportunity to cure such failure during a period not to exceed five (5) working days from receipt of the written notice. If the Company fails to cure the alleged failure to comply within the prescribed time period, the Company’s alleged failure to comply shall be heard at a public meeting of the Town Council. The Company shall be given written notice of the public meeting no later than five (5) working days prior to the posting date of the agenda for the Town Council meeting at which such alleged failure is scheduled to be considered by the Council. The notice to the Company shall include a list of the failures complained of. Company shall have an opportunity to address the Council at such public meeting. Commencing five (5) calendar days following the adoption of a resolution or an ordinance of the Town that finds and determines a failure of Company to comply with operational or maintenance standards as required by this Franchise Ordinance, Company may be subject to termination as outlined in Section 23 titled “Termination.” SECTION 13: RELOCATION OF COMPANY EQUIPMENT (A) Whenever by reason of widening or straightening of streets, water or sewer line projects, or any other public works projects (e.g., installing or improving storm drains, water lines, sewer lines, etc.), it shall be deemed necessary by Town to remove, alter, change, adapt, or conform the underground or aboveground System Facilities of Company to another part of the Public Rights-of-Way, such alterations shall be made by Company at Company’s expense in accordance with ordinances of the Town of Westlake. (B) If Town abandons any Public Right -of-Way in which Company has facilities, such abandonment shall be conditioned on Company's right to maintain its use of the former Public Right -of-Way and on the obligation of the party to whom the Public Right-of-Way is abandoned to reimburse Company for all removal or relocation expenses if Company agrees to the removal or relocation of its facilities following abandonment of the Public Right -of-Way. If Ordinance 723 Page 9 of 18 the party to whom the Public Right -of-Way is abandoned requests the Company to remove or relocate its facilities and Company agrees to such removal or relocation, such removal or relocation shall be done within a reasonable time at the expense of the party requesting the removal or relocation. If relocation cannot practically be made to another Public Right-of-Way, the expense of any right -of-way acquisition shall be considered a relocation expense to be reimbursed by the party requesting the relocation. SECTION 14: LAYING OF LINES IN ADVANCE OF PUBLIC IMPROVEMENTS (A) Whenever the Town shall decide to make any public improvements in any Public Right -of-Way in which mains and pipes already exist or in which Company may propose to lay its mains or pipes, the Company will be provided the opportunity, at no expense to the Town, in advance of such public improvements, to repair or replace such mains or pipes, if defective or inadequate in size, and to lay service lines, or renew same, if inadequate in size or defective, to the property lines where buildings are already located. (B) The Company shall be given written notice of the intention of the Town to make public improvements in any such Public Right -of-Way. Within one hundred t wenty (120) days from receipt of such notice, the Company, if it has determined a need, shall initiate work and thereafter proceed in a workmanlike manner to completion of the necessary work. If the Company should fail to so proceed, and such street or alley is thereupon paved, except in an emergency or in response to a request for initiation of new service, the Company shall for two (2) years thereafter not be allowed to cut such pavement or excavate in such paved street or alley for any purpose. All pavement cuts or excavations within the two (2) year period, except in response to an emergency, shall be performed only upon written permission of the Director of Public Works under such terms and conditions as the Director of Public Works may prescribe. Company shall give notice to the Town of emergency work as soon as possible after the commencement of such work. Notice shall be given by contacting the Town personnel designated by the Town for this purpose. SECTION 15: INSTALLATION OF METERS If a meter is to be installed in or near the Public Rights-of-Way, Company agrees to discuss with the Public Works Director or designee the aesthetics of the meter placement. If the Ordinance 723 Page 10 of 18 Town requires a meter upgrade, the Company will comply so long as the Town reimburses the Company for the reasonable costs incurred by the Company in changing meters; provided, however, that in no event shall underground meters be required. SECTION 16: DUTY TO SERVE. The Company hereby agrees that it will not arbitrarily refuse to provide service to any Person that it is economically feasible for the Company to serve. In the event that a Person is refused service, said Person may request a hearing before the Town Council of the Town or its designee, said hearing to be held within forty-five days from the date of the request for hearing. The Council may order the Company to provide service or take any other action necessary to bring the Company into compliance with the intent of the Council in granting this Franchise. The Council may render its opinion at its next regular meeting but in no event shall the Council be required to act in less than seven (7) days. SECTION 17: RATES. Company shall furnish reasonably adequate service to the public at reasonable rates and charges therefore, and Company shall maintain its System in good order and condition. Such rates shall be established in accordance with all applicable statutes and ordinances. Company shall maintain on file with the Town copies of its current tariffs, schedules or rates and charges, customer service provisions, and line extension policies. The rates and charges collected from its customers in the Town shall be subject to revision and change by either the Town or Company in the manner provided by law. SECTION 18: PAYMENTS TO THE TOWN (A) In consideration of the privilege and license granted by Town to Company to use and occupy the Public Rights-of-Way in the Town for the conduct of its business, Company, its successors and assigns, agrees to pay and Town agrees to accept such franchise fees in the amount and manner described herein. Except as provided for in subsection (B) of this section, such payments shall be made on an annual basis, on or before April 1 of each year during the term of this Franchise. The franchise fee shall be a sum of money that shall be equivalent to five percent (5%) of the Gross Revenues, as defined in the definition section of this franchise, for the Ordinance 723 Page 11 of 18 preceding calendar year. The initial payment provided under this Franchise shall be due on or before April 1, 2014 for the period January 1 through December 31, 2014, based on the preceding calendar year. The final payment under this Franchise will be due on or before April 1, 2028 and will be for the calendar year January 1 through December 31, 2028. Payments due prior to the beginning of the franchise will be paid pursuant to previous franchise terms. (B) The franchise fee amounts based on “Contributions in Aid of Construction” (“CIAC”) shall be calculated on an annual calendar year basis, i.e., from January 1 through December 31 of each calendar year. The franchise fee amounts that are due based on CIAC shall be paid at least once annually on or before April 30 each year based on the total CIAC recorded during the preceding calendar year. The initial CIAC franchise fee payment will be due on or before April 30, 2014, and will be based on the calendar year January 1 through December 31, 2013. The final payment of franchise fee amounts based on CIAC will be April 30, 2029, based on the calendar year ending December 31, 2028. (C) It is also expressly agreed that the franchise fee payments shall be in lieu of any and all other and additional occupation taxes, easement, franchise taxes or charges (whether levied as a special or other character of tax or charge), municipal license, permit, and inspection fees, bonds, street taxes, and street or alley rentals or charges, and all other and additional municipal taxes, charges, levies, fees, and rentals of whatsoever kind and character that Town may now impose or hereafter levy and collect from Company or Company’s agents, excepting only the usual general or special ad valorem taxes that Town is authorized to levy and impose upon real and personal property. Should Town not have the legal power to agree that the payment of the foregoing sums of money shall be in lieu of occupation taxes, licenses, fees, street or alley rentals or charges, easements or franchise taxes, then Town agrees that it will apply so much of said sums of money paid as may be necessary to satisfy Company's obligations, if any, to pay such occupation taxes, licenses, charges, fees or rentals. (D) If the Company fails to pay when due any payment provided for in this Section, Company shall pay such amount plus interest at the current prime rate per annum from such due date until payment is received by Town. (E) Company may file with the Town a tariff or tariff amendment(s) to provide for the recovery of the franchise fee under this Agreement. Town agrees that : (1) as a regulatory autho rity, it will adopt and approve the ordinance, rates, or tariff which provide for 100% Ordinance 723 Page 12 of 18 recovery of such franchise fees as part of Company’s rates; (2) if Town intervenes in any regulatory proceeding before a federal or state agency in which the recovery of Company’s franchise fees is an issue, Town will take an affirmative position supporting 100% recovery of such franchise fees by Company; and (3) in the event of an appeal of any such regulatory proceeding in which Town has intervened, Town will take an affirmative position in any such appeals in support of the 100% recovery of such franchise fees by Company. Town further agrees that it will take no action, nor cause any other person or entity to take any action, to prohibit the recovery of such franchise fees by Company. (F) Lease of Facilities Within Town’s Rights-of-Way. Company shall have the right to lease, license or otherwise grant to a party other than Company the use of its Facilities within the Town’s Public Rights-of-Way provided: (1) Company first notifies the Town of the name of the lessee, licensee or user, the type of service(s) intended to be provided through the Facilities, and the name and telephone number of a contact person associated with such lessee, licensee or user; and (2) Company makes the franchise fee payment due on the revenues from such lease pursuant to the Section titled “Payments to the Town” of this Ordinance. This authority to lease Facilities within Town’s Rights-of-Way shall not affect any such lessee, licensee or user’s obligation, if any, to pay franchise fees, access line fees, or similar Public Right -of-Way user fees. (G) Town shall within thirty (30) days of final approval, give Company notice of annexations and disannexations of territory by the Town, which notice shall include a map and addresses, if known. Upon receipt of said notice, Company shall promptly initiate a process to reclassify affected customers into the Town limits no later than sixty (60) days after receipt of notice from the Town. The annexed areas added to the Town limits will be included in future franchise fee payments in accordance with the effective date of the annexation if notice was timely received from Town. Upon request from Town, Company will provide documentation to verify that affected customers were appropriately reclassified and included for purposes of calculating franchise fee payments. SECTION 19: BOOKS AND RECORDS (A) Company agrees that at the time of each quarterly payment, Company shall also submit to the Town a statement showing its Gross Revenues for the preceding calendar quarter Ordinance 723 Page 13 of 18 as defined in the Definition Section of this franchise. Town shall be entitled to treat such statement as though it were sworn and signed by an officer of Company. (B) Town may, if it sees fit, upon reasonable notice to the Company, have the books and records of Company examined by a representative of Town to ascertain the correctness of the reports agreed to be filed herein. The Company shall make available to the auditor such personnel and reco rds as the Town may in its reasonable discretion request in order to complete such audit, and shall make no charge to the Town. The Company shall assist the Town in its review by providing all requested information no later than fifteen (15) calendar days after receipt of a request. The cost of the audit shall be borne by the Town unless the audit discloses that the Company has underpaid the franchise fee by 10% or more, in which case the reasonable costs of the audit shall be reimbursed to the Town by the Company. If such an examination reveals that Company has underpaid the Town, then upon receipt of written notification from Town regarding the existence of such underpayment, Company shall undertake a review of the Town’s claim and if said underpayment is confirmed, remit the amount of underpayment to Town, including any interest calculated in accordance with the Section 18, titled “Payments to the Town” subsection (D). Should Company determine through examination of its books and records that Town has been overpaid, upon receipt of written notification from Company regarding the existence of such overpayment, Town shall review Company’s claim and if said overpayment is confirmed, remit the amount of overpayment to Company. (C) If, after receiving reaso nable notice from the Town of the Town’s intent to perform an audit as provided herein, the Company fails to provide data, documents, reports, or information required to be furnished hereunder to the Town, or fails to reasonably cooperate with the Town during an audit conducted under the terms hereunder, the Company shall be liable for payment of a fee as set forth herein. The Town shall give the Company written notice of its intent to impose a fee and shall provide Company with a period to cure its failure, such period not to exceed five (5) working days. If the Company fails to cure the alleged failure within the prescribed time period, the Company’s alleged failure to comply shall be heard at a public meeting of the Town Council. The Company shall be g iven written notice of the public meeting no later than five (5) working days prior to the posting date of the agenda for the Town Council meeting at which such failure is scheduled to be considered by the Council. The notice to the Company shall include a list of the failures complained of. Company shall have an opportunity Ordinance 723 Page 14 of 18 to address the Council at such public meeting. Commencing five (5) calendar days following the adoption of a resolution or an ordinance of the Town that finds and determines a failure of Company to comply with the requirements of this Section, Company may be subject to termination as outlined in Section 23 entitled “Termination.” SECTION 20: RESERVATION OF RIGHTS: GENERAL (A) The Town reserves to itself the right and power at all times to exercise, in the interest of the public and in accordance with state law, regulation and control of Company's use of the Public Rights-of-Way to ensure the rendering of efficient public service, and the maintenance of Company’s System in good repair throughout the term of this Franchise. (B) The rights, privileges, and Franchise granted by this Ordinance are not to be considered exclusive, and Town hereby expressly reserves the right to grant, at any time, like privileges, rights, and franchises as it may see fit to any other Person for the purpose of furnishing gas for light, heat, and power for Town and the inhabitants thereof. (C) Town expressly reserves the right to own and/or operate its own system for the purpose of transporting, delivering, distributing, or selling gas to and for the Town and inhabitants thereof. (D) Nothing herein shall impair the right of the Town to fix, within constitutional and statutory limits, a reasonable price to be charged for natural gas, or to provide and fix a scale of prices for natural gas, and other charges, to be charged by Company to residential consumers, commercial consumers, industrial consumers, or to any combination of such consumers, within the territorial limits of the Town as same now exists or as such limits may be extended from time to time hereafter. SECTION 21: RIGHT TO INDEMNIFICATION, LEGAL DEFENSE AND TO BE HELD HARMLESS (A) In consideration of the granting of this Franchise, Company agrees to indemnify, defend and hold harmless the Town, it s officers, agents, and employees (Town and such other persons and entities being collectively referred to herein as “Indemnitees”), from and against all suits, actions or claims of injury to any person or persons, or damages to any property brought or made for or on account of any death, injuries to, or damages received or sustained by any person Ordinance 723 Page 15 of 18 or persons or for damage to or loss of property arising out of, or occasioned by Company’s intentional and/or negligent acts or omissions in connection with Company’s operations. (B) The Company’s obligation to indemnify Indemnitees under this Franchise Ordinance shall not extend to claims, losses, and other matters covered hereunder that are caused or contributed to by the negligence of one or more Indemnitees. In such case the obligation to indemnify shall be reduced in proportion to the negligence of the Indemnitees. By entering into this Franchise Ordinance, Town does not consent to suit, waive any governmental immunity available to the Town under Texas law or waive any of the defenses of the parties under Texas law. (C) Except for instances of the Town’s own negligence, Town shall not at any time be required to pay from its own funds for injury or damage occurring to any person or property from any cause whatsoever arising out of Company's construction, reconstruction, maintenance, repair, use, operation or dismantling of System or Company's provision of service. (D) In the event any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, Company shall, upon notice from any of the Indemnitees, at Company's sole cost and expense, resist and defend the same with legal counsel selected by Company; provided, however, that Company shall not admit liability in any such matter on behalf of the Indemnitees without their written consent and provided further that Indemnitees shall not admit liability for, nor enter into any compromise or settlement of, any claim for which they are indemnified hereunder, without the prior written consent of Company. Company's obligation to defend shall apply regardless of whether Town is solely or concurrently negligent . The Indemnitees shall give Company prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section. Nothing herein shall be deemed to prevent the Indemnitees at their election and at their own expense from cooperating with Company and participating in the defense of any litigation by their own counsel. If Company fails to retain defense counsel within seven (7) business days after receipt of Indemnitee’s written notice that Indemnitee is invoking its right to indemnification under this Franchise, Indemnitees shall have the right to retain defense counsel on their own behalf, and Company shall be liable for all reasonable and necessary defense costs incurred by Indemnitees. Ordinance 723 Page 16 of 18 SECTION 22: INSURANCE The Company will maintain an appropriate level of insurance in consideration of the Company’s obligations and risks undertaken pursuant to this Franchise, unless a specific amount is required by the Town’s Right -of-Way Management Ordinance, in which case said Ordinance shall prevail. Such insurance may be in the form of self-insurance to the extent permitted by applicable law, under an approved formal plan of self-insurance maintained by Company in accordance with sound accounting and risk-management practices. A certificate of insurance shall be provided to the Town. The Company will require its self-insurance to respond to the same extent as if an insurance policy had been purchased naming the Town as an additional insured, and any excess coverage will name the Town as an additional insured up to the amounts required by the Town’s Right -of-Way Management Ordinance. SECTION 23: TERMINATION (A) Right to Terminate. In addition to any rights set out elsewhere in this Franchise Ordinance, the Town reserves the right to terminate the Franchise and all rights and privileges pertaining thereto, in the event that the Company violates any material provision of the Franchise. (B) Procedures for Termination. (1) The Town may, at any time, terminate this Franchise for a continuing material violation by the Company of any of the substantial terms hereof. In such event, the Town shall give to Company written notice, specifying all grounds on which termination or forfeiture is claimed, by certified mail, addressed and delivered to the Company at the address set forth in the Section titled “Notices” hereof. The Company shall have sixty (60) days after the receipt of such notice within which to cease such violation and comply with the terms and provisions hereof. In the event Company fails to cease such violation or otherwise comply with the terms hereof, then Company’s Franchise is subject to termination under the following provisions. Provided, however, that, if the Company commences work or other efforts to cure such violations within thirty (30) days after receipt of written notice and shall thereafter prosecute such curative work with reasonable diligence until such curative work is completed, then such violations shall cease to exist, and the Franchise will not be terminated. Ordinance 723 Page 17 of 18 (2) Termination shall be declared only by written decision of the Town Council after an appropriate public proceeding whereby the Company is afforded the full opportunity to be heard and to respond to any such notice of violation or failure to comply. The Company shall be provided notice in writing at least fifteen (15) working days prior to any public hearing concerning the termination of the Franchise. In addition, ten (10) days notice by publication shall be given of the date, time and place of any public hearing to interested members of the public, which notice shall be paid for by the Company. (3) The Town, after full public hearing, and upon finding material violation or failure to comply, may terminate the Franchise or excuse the violation or failure to comply, upon a showing by the Company of mitigating circumstances or upon a showing of good cause of said violation or failure to comply as may be determined by the Town Council. (4) Nothing herein stated shall preclude Company from appealing the final decision of the Town Council to a court or regulatory authority having jurisdiction. (5) Nothing herein stated shall prevent the Town from seeking to compel compliance by suit in any court of competent jurisdiction if the Company fails to comply with the terms of this Franchise after due notice and the providing of adequate time for Company to comply with said terms. SECTION 24: RENEGOTIATION If either Town or Company requests renegotiation of any term of this Ordinance, Company and Town agree to renegotiate in good faith revisions to any and all terms of this Ordinance. If the parties cannot come to agreement upon any provisions being renegotiated, then the existing provisions of this Ordinance will continue in effect for the remaining term of the Franchise. SECTION 25: SEVERABILITY This Ordinance and every provision hereof, shall be considered severable, and the invalidity or unconstitutionality of any section, clause, provision, or portion of this Ordinance shall not affect the validity or constitutionality of any other portion of this Ordinance. If any term Ordinance 723 Page 18 of 18 or provision of this Ordinance is held to be illegal, invalid or unenforceable, the legality, validity or unenforceability of the remaining terms or provisions of this Ordinance shall not be affected thereby. SECTION 26: NO WAIVER Either Town or the Company shall have the right to waive any requirement contained in this Ordinance, which is intended for the waiving party's benefit, but, except as otherwise provided herein, such waiver shall be effective only if in writing executed by the party for whose benefit such requirement is intended. No waiver of any breach or violation of any term of this Ordinance shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or a different type of breach or violation. SECTION 27: EFFECTIVE DATE This Franchise shall be effective on January 1, 2014, if Company has filed its acceptance as provided by the Section 5 titled “Acceptance of Terms of Franchise” herein. PASSED AND APPROVED this the 27th day of January 2014, at a regular meeting of the Town Council of the Town of Westlake, Texas ATTEST: TOWN OF WESTLAKE __________________________________ _______________________________ Kelly Edwards, Town Secretary Laura Wheat, Mayor APPROVED AS TO FORM: __________________________________ L. Stanton Lowry, Town Attorney Resolution 14-04 Page 1 of 13 TOWN OF WESTLAKE, TEXAS RESOLUTION NO. 14-04 A RESOLUTION SETTING A PUBLIC HEARING UNDER SEC. 372.009 OF THE TEXAS LOCAL GOVERNMENT CODE FOR THE CREATION OF A PUBLIC IMPROVEMENT DISTRICT WITHIN THE TOWN OF WESTLAKE, TEXAS; AND AUTHORIZING THE ISSUANCE OF NOTICE BY THE TOWN SECRETARY OF WESTLAKE, TEXAS REGARDING THE PUBLIC HEARING WHEREAS, The Town of Westlake, Texas (“Westlake”), is authorized under Chapter 372 of the Texas Local Government Code (the “Act”), to create a public improvement district within its corporate limits; and WHEREAS, on October 18, 2013, Maguire Partners–Solana Land, L.P., a Texas limited partnership, the owner of 85.90 acres within the town limits of Westlake (the “Developer”), submitted and filed with the Town Secretary of Westlake a petition (“Petition”), attached as Exhibit A, requesting the establishment of a public improvement district for property within the town limits of Westlake ; and WHEREAS, the Town Council of Westlake wishes to hold a public hearing in accordance with Section 372.009 of the Act regarding the establishment of a public improvement district in Westlake in accordance with the Petition; and WHEREAS, in order to hold a public hearing for the creation of a public improvement district, notice must be given in a newspaper of general circulation in the municipality before the 15th day before the date of the hearing, and written notice must be mailed to the current address of each owner, as reflected on the tax rolls, of property that would be subject to assessment under the proposed public improvement district; and WHEREAS, both newspaper notice and mailed notice must contain the information required for notice as provided for in Section 372.009 of the Act; and WHEREAS, the Town Council of Westlake has determined to hold a public hearing on February 24, 2014 on the creation o f a public improvement district; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. Resolution 14-04 Page 2 of 13 NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL: Section 1: That a public hearing is hereby called for February 24, 2014, at 6:30 p.m. at Westlake Town Hall, 3 Village Circle, Westlake, Texas 76262, for the purpose of hearing public testimony with respect to the creation of a public improvement district. Section 2: At such time and place the Town Council of Westlake will hear testimony regarding the creation of the proposed public improvement district and consider the adoption of a resolution authorizing the creation of the public improvement district. Section 3: Attached hereto as Exhibit A is the Petition for the Creation of a Public Improvement District within the Town of Westlake, Texas for the Westlake Public Improvement District No. 1. Section 4: Attached here to as Exhibit B is a form of the Notice of Public Hearing (the “Notice”) the form and substance of which is here by adopted and approved. Section 5: Attached here to as Exhibit C is a legal description and depiction of the 85.90 acres of property to be included in the proposed public improvement district. Section 6: The Town Secretary is hereby authorized and directed to cause said Notice to be published in substantially the form attached hereto, in a newspaper of general circulation in Westlake and to notify any affected landowners within the boundaries of the proposed public improvement district as required by law. The Town Secretary shall provide notice before the 15th day before the February 24, 2014 hearing. Section 7: 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 14-04 Page 3 of 13 Section 8: This resolution shall be in full force and effect from and after its passage, and it is accordingly so resolved. PASSED AND APPROVED ON THIS 27TH DAY OF JANUARY, 2014. ATTEST: _____________________________ Laura L. Wheat, Mayor ____________________________ ______________________________ Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Resolution 14-04 Page 4 of 13 EXHIBIT A TOWN OF WESTLAKE, TEXAS NOTICE OF PUBLIC HEARING REGARDING THE CREATION OF A PUBLIC IMPROVEMENT DISTRICT Pursuant to Section 372.009(c) and (d) of the Texas Local Government Code, as amended (the “Act”), notice is hereby given that the Town Council of the Town of Westlake, Texas (“Westlake”), will hold a public hearing to accept public comments and discuss the petition (the “Petition”), filed by Maguire Partners–Solana Land, L.P. (the “Developer ”), requesting that Westlake create a public improvement district (the “District”) to include property owned by the Developer. Time and Place of the Hearing. The public hearing will start at 6:30 p.m. February 24, 2014 at Westlake Town Hall, 3 Village Circle, Westlake, Texas 76262. General Nature of the Proposed Authorized Improvements. The purposes of the District include the design, acquisition, construction, and improvement of public improvement projects authorized by the Act that are necessary for the development of the Property, which public improvements will include: landscaping, entryway features, water, wastewater, sidewalks, streets, roadways, off -street parking, drainage system improvements, trails, parks and open space; special supplemental services for the improvement and promotion of the district; and payment of expenses incurred in the establishment, administration, and operation of the district (the “Authorized Improvements.”) Estimated Cost of the Authorized Improvements. The estimated cost to design, acquire and construct the Authorized Improvements is $32,000,000. Proposed District Boundaries. The District is proposed to include approximately 85.90 acres of land generally located south of State Highway 114, east of Davis Boulevard, and north of Solana Boulevard, as more particularly described by a metes and bounds description available at Westlake Town Hall and available for public inspection. Proposed Method of Assessment. Westlake shall levy assessments on each parcel within the District in a manner that results in imposing equal shares of the costs on property similarly benefited. All assessments may be paid in full at any time (including interest and debt), and certain assessments may be paid in annual installments (including interest and debt). If an assessment is allowed to be paid in installments, then the installments must be paid in amounts necessary to meet annual costs for those Authorized Improvements financed by the assessment, and must continue for a period necessary to retire the indebtedness of those Authorized Improvements (including interest). Proposed Apportionment of Cost between the District and the Town. Westlake will not be obligated to provide any funds to finance the Authorized Improvements, other than from assessments levied on the public improvement district property, and possible tax increment reinvestment zone revenue. No municipal property in the public improvement district shall be assessed. Developer may also pay certain costs of the improvements from other funds available to the Developer. Resolution 14-04 Page 5 of 13 EXHIBIT B Resolution 14-04 Page 6 of 13 Resolution 14-04 Page 7 of 13 Resolution 14-04 Page 8 of 13 Resolution 14-04 Page 9 of 13 Resolution 14-04 Page 10 of 13 EXHIBIT C LEGAL DESCRIPTION 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 follo ws: 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 ½ inch ro d 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 ½ 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 ½ 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 ½ 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 ½ inch iron rod found with Graham cap at the beginning of a curve to the left having a central angle of 45 Resolution 14-04 Page 11 of 13 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 ½ inch iron rod found with Graham cap at the end of said curve; North 55 degrees 11 minutes 58 seconds West a distance of 190.50 feet to a ½ inch iron rod found with Graham cap; North 08 degrees 56 minutes 27 seconds West a distance off 21.41 feet to a ½ 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 ½ 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 ½ inch iron rod found with Graham cap; North 17 degrees 03 minutes 03 seconds East a distance of 322.64 feet to a ½ 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 Resolution 14-04 Page 12 of 13 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; 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 ½ 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. Resolution 14-04 Page 13 of 13 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 (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1). Maguire Partners- Solana Land, L.P., related to Centurion’s development known as Entrada b. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. c. Section 551.071(2) 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: Trophy Club Municipal District Number 1 Town of Westlake Item # 5 – Executive Session Town of Westlake Item # 6 – Reconvene Meeting 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 (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1). Maguire Partners- Solana Land, L.P., related to Centurion’s development known as Entrada b. Section 551.071 (2) Consultation with Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Chapter including but are not limited to the following: Town of Westlake Certificate of Convenience & Necessity (CCN) for water and sewer service. c. Section 551.071(2) 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: Trophy Club Municipal District Number 1 Town of Westlake Item # 7 – Take any Necessary Action, if necessary 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 Town of Westlake Item #8 - Future Agenda Items COUNCIL CALENDAR  Westlake Employee Appreciation/Award Dinner (rescheduled from Dec 6) Saturday, January 25, 2014; 6:30-10:30 pm 81 Club @ Billy Bob’s, 2520 Rodeo Plaza, Fort Worth, TX 76164-8208  Town Council Workshop & Meeting Monday, January 27, 2014  First Day to File for a Place on the Ballot, Westlake General Election Wednesday, January 29, 2014  Northeast Metroport Chamber’s Annual Awards Gala Thursday, January 30, 2014; 7:00 pm Speedway Club; Texas Motor Speedway – SH 114  Coffee & Conversation with the Mayor Monday, February 3, 2014; 8:00 – 9:30 am Marriott Solana Living Room  Board of Trustees Workshop & Meeting Monday, February 10, 2014  “Small but Mighty” *Neighborhood Town Meeting Thursday, February 13, 2014; 7:00 – 9:00 pm Home of Greg & Vicky Goble; *Includes residents in Terra Bella, Wyck Hill, Paigebrooke, and along Mahotea Boone, Aspen Lane, N. Pearson, Dove, and JT Ottinger Roads  Northeast Tarrant County 5th Annual Transportation Summit Friday, February 21, 2014; 8:30 am – 1:30 pm Hurst Conference Center  Sponsors’ VIP Gallery Night Reception Friday, February 21, 2014  Town Council Workshop & Meeting Monday, February 24, 2014 Town of Westlake Item # 9 – Council Calendar  Last Day to File for a Place on the Ballot, Westlake General Election Friday, February 28, 2014  Comp Plan Steering Committee Meeting (not Public Input) Wednesday, February 26, 2014; 6:00 – 8:30 pm Town Council Chambers/Courtroom  WA Foundation’s 11th Annual Gallery Night Saturday, March 1, 2014; 6:00 – 11:30 PM Texas Motor Speedway Town of Westlake Item # 10 – Adjournment Back up material has not been provided for this item.