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Home My WebLink About11-18-19 TC Agenda Packet TOWN OF WESTLAKE TOWN COUNCIL MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER WESTLAKE, TX 76262 W ESTLAKE NOVEMBER 18, 2019 5:00 PM MEETING �ision Statement An oasis of natural beauty that maintains our open spaces in balance with distinctive deve%pment, trails, and quality of life amenities amidst an ever expanding urban landscape. Work Session 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. CITIZEN COMMENTS: This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. Any person desiring to make a public comment must first be recognized by the presiding officer, and sign in at the podium with their name and address. Individual citizen comments are normally limited to three (3) minutes; however, time limits can be adjusted by the presiding officer. The presiding officer may ask the citizen to hold their comment on an agenda item if the item is posted as a Public Hearing. 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. 4. REVIEW OF CONSENT AGENDA ITEMS FOR THE TOWN COUNCIL REGULAR MEETING AGENDA. 5. DISCUSSION ITEMS a. Presentation and discussion of an Agreement with Hilltop Securities Inc. to serve as Financial Advisor. b. Presentation and discussion of an Engagement Agreement with Bracewell, LLP to serve as Bond Counsel. c. Presentation and discussion regarding Utility Rate Study. d. Presentation and discussion regarding the most recent legislative session and engagement on future legislative items and process. e. Standing Item: Presentation and discussion of development projects. Page 1 of 5 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) for the following: - Entrada - Front 44 b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake c. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement ofFers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding House Bill 1152 — Franchise fees d. Section 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation e. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding Senate Bill 1152 — Franchise fees f. Section 551.071(2) — Consultation with City 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 this chapter: Resolution No. 00-19, a Contract with Hillwood Development Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline. 7. RECONVENE MEETING 8. COUNCIL RECAP / STAFF DIRECTION Page2of5 Reqular Session will begin immediately following the work session 1. CALL TO ORDER 2. ITEMS OF COMMUNITY INTEREST: Mayor and Council Reports on Items of Community Interest pursuant to Texas Government Code Section 551.0415 the Town Council may report on the following items: (1) expression of thanks, congratulations or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming Town Council events; (5) information about community events; and (6) announcements involving imminent threat to public health and safety. 3. CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. a. Consider approval of the minutes from the meeting on September 23, 2019. b. Consider approval of the minutes from the meeting on October 28, 2019. c. Consider approval of the minutes from the meeting on November 4, 2019. d. Consider approval of Resolution 19-37, Adopting the Voting Systems use by Denton and Tarrant County Election Administrations. e. Consider approval of Resolution 19-38, Authorizing the Town Manager to enter into a contract for the Town's Health, Vision, and Dental Insurance for the 2020 Calendar Year. f. Consider approval of Resolution 19-39, Approving an Agreement between the Town of Westlake and Hilltop Securities Inc. for Financial Consulting Services. g. Consider approval of Resolution 19-40, Approving an Engagement Agreement with Bracewell LLP relating to Bond Counsel Services. 1. The Town of Westlake (the'�Town'� desires to issue bonds and other obligations from time to time for various public purposes authorized by Texas Statutes, in order to finance or refinance various public projects; 2. Bracewell LLP's (��Bracewell" or the"Firm'� is a full service firm that includes a national public finance practice and has the necessary competence, qualification and experience to serve as bond counsel for the Town. 3. The Town and Bracewell do not have any prior engagements or relationships or other information regarding the nature of any relationships between the political subdivision and the firm as described in §2254.1036(c) of the Texas Government Code. 4. The Town's attorneys and supporting personnel do not have the required experience, qualifications or resources to adequately perform bond counsel services for the issuance of bond or other obligations; 5. Given the nature of bond counsel services and the source of payment therefor (being from the proceeds of bonds or other obligations issued by the Town), such legal services cannot reasonably be obtained from attorneys in private practice under a contract providing for the payment of hourly fees without contingency; and Page3of5 6. Entering into a contingent fee contract with Bracewell for bond counsel services is in the best interest of the residents of the Town as the Town will have competent, qualified and experienced counsel to advise on the issuance of the bonds and other obligations, and the provision of such legal services will not financially impact the Town as the compensation for such services will be paid from the proceeds of such bonds or other obligations. 4. DISCUSSION AND CONSIDERATION OF ORDINANCE 899, AMENDING CHAPTER 46, ARTICLE VI, TOBACCO PRODUCTS, SMOKING AND E-CIGARETTES. 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) for the following: - Entrada - Front 44 b. Section 551.071 Consultation with Attorney — to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake c. Section 551.071 Consultation with Attorney — to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding House Bill 1152 — Franchise fees d. Section 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation e. Section 551.071 Consultation with Attorney — to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding Senate Bill 1152 — Franchise fees f. Section 551.071(2) Consultation with City 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 this chapter: Resolution No. 00-19, a Contract with Hillwood Development Page4of5 Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline. 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. AD)OURNMENT 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, 1500 Solana Blvd., Building 7, Suite 7100, Westlake, TX 76262, November 15, 2019, by 5:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. Tanya Morris, Assistant to the Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary's Office 48 hours in advance at 817-490-5741 and reasonable accommodations will be made to assist you. Page5of5 Town Cou nci I Item # 2 - Pledge of Allegiance Texas Pledge: "Honor the Texas flag; I pledge allegiance to thee, Texas, one state under God, one and indi�isible. " Town Cou nci I Item # 3 — Citizen Comments CITIZEN COMMENTS: This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. The Council cannot by law take action nor have any discussion or deliberations on any presentation made to the Council at this time concerning an item not listed on the agenda. The Council will receive the information, ask stafF to review the matter, or an item may be noticed on a future agenda for deliberation or action. Town Cou nci I Item # 4 — Review of Consent Items REVIEW OF CONSENT AGENDA ITEMS FOR THE TOWN COUNCIL REGULAR MEETING AGENDA. a. Consider approval of the minutes from the meeting on September 23, 2019. b. Consider approval of the minutes from the meeting on October 28, 2019. c. Consider approval of the minutes from the meeting on November 4, 2019. d. Consider approval of Resolution 19-37, Adopting the Voting Systems use by Denton and Tarrant County Election Administrations. e. Consider approval of Resolution 19-38, Authorizing the Town Manager to enter into a contract for the Town's Health, Vision, and Dental Insurance for the 2020 Calendar Year. f. Consider approval of Resolution 19-39, Approving an Agreement between the Town of Westlake and Hilltop Securities Inc. for Financial Consulting Services. g. Consider approval of Resolution 19-40, Approving an Engagement Agreement with Bracewell LLP relating to Bond Counsel Services. 1. The Town of Westlake (the"Town'� desires to issue bonds and other obligations from time to time for various public purposes authorized by Texas Statutes, in order to finance or refinance various public projects; 2. Bracewell LLP's (��Bracewell" or the"Firm") is a full service firm that includes a national public finance practice and has the necessary competence, qualification and experience to serve as bond counsel for the Town. 3. The Town and Bracewell do not have any prior engagements or relationships or other information regarding the nature of any relationships between the political subdivision and the firm as described in §2254.1036(c) of the Texas Government Code. 4. The Town's attorneys and supporting personnel do not have the required experience, qualifications or resources to adequately perform bond counsel services for the issuance of bond or other obligations; 5. Given the nature of bond counsel services and the source of payment therefor (being from the proceeds of bonds or other obligations issued by the Town), such legal services cannot reasonably be obtained from attorneys in private practice under a contract providing for the payment of hourly fees without contingency; and 6. Entering into a contingent fee contract with Bracewell for bond counsel services is in the best interest of the residents of the Town as the Town will have competent, qualified and experienced counsel to advise on the issuance of the bonds and other obligations, and the provision of such legal services will not financially impact the Town as the compensation for such services will be paid from the proceeds of such bonds or other obligations. Town Cou nci I Item # 5 — Discussion Items DISCUSSION ITEMS a. Presentation and discussion of an Agreement with Hilltop Securities Inc. to serve as Financial Advisor. b. Presentation and discussion of an Engagement Agreement with Bracewell, LLP to serve as Bond Counsel. c. Presentation and discussion regarding Utility Rate Study. d. Presentation and discussion on Legislative Items and Process. e. Standing Item: Presentation and discussion of development projects. Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE Workshop - Discussion Item oisriNcrivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToP�c: Presentation and discussion regarding an Agreement between the Town of Westlake and Hilltop Securities Inc., for financial consulting services. STAFF CONTACT: Noah A. Simon, Deputy Town Manager Strategic Ali�nment i i � . � . . , ; . . � � - � � Exemplary Service&Governance -We set the standard by delivering Increase Financial Fiscal Responsibility Fiscal Stewardship unparalleled municipal and Capacity/Reserves educational services at the lowest cost. Time Line- Start Date: January 1, 2020 Completion Date: Open ended Funding Amount: N/A Status - N/A Source-N/A Contract: Yes Forms: Forms 1295 &2270 EXECUTIVE SUMMARY (INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) The Town has used Tom Lawrence with Tijerina, Galvan, Lawrence LLC since the early 2000's to assist with the issuance of Bonds,review of the Entrada PID, create the Town's Annual Disclosure Statements and the Comptroller Transparency Report for the State of Texas and submit, analyze bond status to determine refunding options, and provide staff with CIP funding scenarios. Given the increasing complexities of municipal finance in today's political and economic environment, staff evaluated the current/future development and growth impacts to the Town's finances. We have determined a need for change that allows for more proactive financial management strategy. Town staff inet with Nick Bulaich with Hilltop Securities,Inc.and discussed the overall financial consulting services that can be provided,including expertise with bonds,water districts,Public Improvement Districts, Page 1 of 2 Developer Agreements and a myriad of other financial matters pertinent to the Town. Once approved, the Agreement period begins January 1, 2020. RECOMMENDATION Staff recommends approval of this item. ATTACHMENTS None Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE Workshop - Discussion Item oisriNcrivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToP�c: Presentation and discussion regarding an Agreement between the Town of Westlake and Bracewell LLP, for the provision of bond counsel. STAFF CONTACT: Noah A. Simon, Deputy Town Manager Strategic Ali�nment i i � . � . . , ; . . � � - � � Exemplary Service&Governance -We set the standard by delivering Increase Financial Fiscal Responsibility Fiscal Stewardship unparalleled municipal and Capacity/Reserves educational services at the lowest cost. Time Line- Start Date: January 1, 2020 Completion Date: Open ended Funding Amount: N/A Status - N/A Source-N/A Contract: Yes Forms: Forms 1295 &2270 EXECUTIVE SUMMARY (INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) The Town has previously used McCall, Parkhurst & Horton LLP to assist with the issuance of Bonds and review of the Entrada PID. Given the increased compleXities of municipal finance in today's political and economic environment, staff evaluated the current/future development and growth impacts to the Town's finances. We have determined a need for change that allows for a more proactive legal counsel. Town staff met with Julie Partain with Bracewell LLP, and discussed the overall bond counsel services, that can be provided, including expertise with water districts, legislative items, and other financial matters pertinent to the Town. If approved, the Agreement period begins January 1, 2020. Page 1 of 2 RECOMMENDATION Staff recommends approval of this item. ATTACHMENTS None Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE Workshop - Discussion Item oisriNcrivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToP�C: Presentation and discussion regarding Utility Rate Study. STaFF CoNTaCT: Dianna Orender, Public Works Assistant Kory Kittrell, Public Works Superintendent Troy Meyer, Director of Facilities and Public Works Jarrod Greenwood, Assistant Town Manager Strategic Alignment i i � . , . ., ; . . � � - � � Exemplary Service & Governance - Fiscal Responsibility Fiscal Stewardship we set the standard by delivering Increase Financial unparalleled municipal and Capacity/Reserves educational services at the lowest cost. Time Line- Start Date: November 18, 2019 Completion Date: December 16,2019 Funding Amount: N/A Status - N/A Source-N/A Contract: No Forms: N/A EXECUTIVE SUMMARY(iNCLUDING APPLICABLE ORGANIZATIONAL HISTORY) The proposed change in rates will be the first increase since the current utility rates were adopted at the January 23, 2017 regular Town Council meeting. The purpose of a rate study, within our community, is to determine whether the Utility Fund is accomplishing full cost recovery for services while maintaining an appropriate fund reserve balance in accordance with the Town's adopted Financial Policy. The new rate study was performed by Mrs.Carolyn Marshall and provides a comprehensive review Page 1 of 2 of historical and projected water/sewer consumption and revenues, capital assets, depreciation, operation and maintenance eXpenses, and debt. Key drivers of the proposed rates include any increase in the number of customers, the loan repayment from Texas Water Development Board for the Phase 2 Fort Worth water line project, City of Southlake sanitary sewer payment increase, and TRA wholesale rate alignment. • On October 2, 2018 Town Council approved a $2.1M loan from the TeXas Water Development Board to pay for the City of Fort Worth PH 2 waterline project. Annual bond payments will be approximately$150,000 through 2038. • Part of the Town's sanitary sewer effluent goes directly to TRA and we pay TRA for the metered flows. The remaining sanitary effluent goes to the N-1 sanitary sewer line and we pay the City of Southlake directly for the metered flows through N-1 sewer line. The City of Southlake incorrectly(under)billed until FY 18/19. We now have a full year of invoices from Southlake, reflecting the true cost for sewer and its impact on sewer rates. RECOMMENDATION Review and discussion of the proposed rates. ATTACHMENTS None Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE Workshop - Discussion Item oisriNcrivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToPrc: Presentation and discussion regarding the most recent legislative session and engagement on future legislative items and process. STAFF CoNTAc'T: Noah A. Simon, Deputy Town Manager Strategic Ali�nment i i � . , . ., ; . . � � - � � Exemplary Service & Governance - Municipal& Maximize Transparent/Integrity-driven We set the standard by delivering Government Academic unparalleled municipal and Efficiencies& Operarions educational services at the lowest cost. Effectiveness Time Line- Start Date: October 28, 2019 Completion Date: October 28, 2019 Funding Amount: N/A Status - N/A Source-N/A Contract: No Forms: N/A EXECUTIVE SUMMARY(TNCLUDING APPLICABLE ORGANIZATIONAL HISTORY) During the last legislative session, localities encountered numerous bills that impacted their daily operations. Legislation was successfully introduced that curtailed the regulation of building materials, filing applications, school finance and school safety, the collection of franchise fees, cyber security training and establishing tax rates. There were more than 2,000 city-related bills introduced and more than 330 of those bills passed. State Legislators have and it appears will continue to scrutinize municipal operations. Recently, information has been made public through the release of the transcript regarding the Speaker's conversation and despite his resignation, it further appears as if efforts will continue to reduce the role local governments have in their communities. Page 1 of 2 In the last session,Lt. Governor Dan Patrick proposed a charge to study taxpayer lobbying"...how governmental entities use public funds for political lobbying purposes. Make recommendations to protect taxpayers from paying lobbyist who may not represent the taxpayers' interest." During the previous legislative session, a similar bill that was introduced failed to pass 58-85 and would have prohibited a locality from j oining the Texas Municipal League (TML) if the organization advocated or opposed legislation. For many localities TML is the legislative voice as the cost of lobbyist and an individual localities' ability to influence the legislative process is limited. Lastly, the Deputy Town Manager has had a conversation with TML regarding legislation and the legislative process to determine what paths of engagement may exist to represent our community and legislative priorities. As an owner and operator of a Charter school, the ability to monitor the legislative process and impacts to our community is twofold. This includes staying apprised of current and proposed legislation, engagement with legislators and involvement in the TML legislative process. RECOMMENDATION Discussion and feedback of Council's policy on legislative issues ATTACHMENTS None Page 2 of 2 T H E T � W H 0 F 1111E TL � KE D1STfNCTI1fE BY DE51GN DEVELOPMENT REPORT OCTOBER 2019 1 � i . . � . ' ---- , :, ,. ► � � � , , � , , „ , � � I 1 ' � � � � � , � _ . , � _. o �r�C1 �nAIN ST `% �'—'� � O r��p�'�C�UB llH cr� �'o N �t�o,. O 0� Q� 5. ,: s��WAB W�� -= g � Trophy Club Roanoke /�o�� 3 � � '�'� \�Oo 00 « ° �� 'L� �� o� � ; , a �� i , ; � 9�� A,q I i �� REEKD �1� /��V/ — _ _—_ -�y�\ —_ H—_—_— — C�EEKC)�_______—_—_—_ —_—_—_ —___—_—_—_—_— —_—_—_____—__T _— ; �, I /�j// l °rrw�ERr�� 'I� �P `�� iNo��N N � �/' I ` �� -1-~ 3�� SH�14 � 29 , ... �}- ; ivp�� 4�� d �0 S�� $ `�'3�� .... p o .�� :38 ......... � � ,� � 28 i4�, 37 0 �� 3H 170 � � o � �� FI�ELITY INVESTMENTS � o � �� Westlake � � � • D 0 �� oE�oirrEUNivERsiry � ti�a L!i stizz � � <L � � 4 \\ a � � � \ � � GRANA�A � 13 SOLANA C3lVD L/O�\\ • 15 v✓� � � �`� � DOVERD � KNOLLSATSOLANA � � O 51 � � O T �9 �&RR��ERSfST � SHELBYESiAiES 9 GLENWYCKFARMS � 0 s � � 0 14 � 0 11 z y � DOVF ND 5 o � POQ�1�� QUAILHULLUW a P\��pH Keller Southlake N 0 RT H � PQ��J� vP°J��o 1 1 1 - � � ' � � � ' � � i � � � � � 1 1 ' ► � I I : ' I ' Project / Number of Percent Estimated Project No. Development Lantl Use Size Development Status Lots/Units Complete Completion Name 5 Vaquero Residential 296 510 acres 270/296 lots under construction or completed 89.36% 2025/2026 Charles 11, 45, 46, 47 Schwab Office 554,000 29 acres Phase 1 under construction; nearing completion 93% Fall 2019 Phase 1 13 Granada Residential 84 84 acres 69/84 lots under construction or completed 70.83% 2022/2023 14 Carlyle Court Residential 8 10 acres 8/8 lots under construction or completed 87.50% 2020 15 Knolls at Residential 56 62.5 acres Infrastructure improvements under construction 80% 2019/2020 Solana 17 Quail Hollow Residential 93 188 acres 15/96 lots under construction 8.60% 2030+ 19 Terra Bella Residential 26 55 acres 25/26 lots under construction or completed 86.54% 2021/2022 Charles Phase 2 site work under construction; buildings o 23, 72, 73 Schwab Office 616,000 30 acres proceeding vertical 35/0 2021 Phase 2 Additional square footage/remodel under o 25 Spec's Retail 1 12,000 sf 100/0 2019 construction; completed 3 1 1 ' ► � I I : ' I ' Project / Number of Percent Estimated Project No. Development Lantl Use Size Development Status Lots/Units Complete Completion Name J: 6 units Block J has 6/6 lots currently under construction Entrada I: 12 units 2,700sf- Block I has 12/12 lots currently under construction o 28 Residential Residential E: 12/14 units 4,500sf Block E has 12/14 lots currently under 5.28/o N/A 322 total construction 29, 30 Entrada Retail/Office 4 �50,000 s.f. Retail corner under construction 75% 2019/2020 Retail Corner Entrada Hospitality, Project on hold due to potential Development/ o 34 Plaza Mayor Condominium, 4 5 acres Site Plan revisions -�o N/A Retail Restaurant Row/Chapel A: 15,422 sf 35, 38, 40, &Reception Restaurants/ 5 B/C: 22,414 Under construction 25% 2019/2020 43, 71 Hall/Gas Entertainment sf Well Garage 51 Paigebrooke Residential 6 20 acres 5/6 lots under construction or completed 75% N/A 4 ' I ► : I I : II I I : ' I ' Subdivision Development Percent Plat Date Total Lots Vacant Lots Acres Permits Issuetl Finals Issued Name Status Complete Carlyle Court 3/7/2016 8 0 10.2 Mostly built-out 8 6 87.50% Carpenter 12/9/1977 14 0 31.6 Built-out 14 14 100.00% Addition Entrada 12/14/2015 322 2g2 85 g Under 30 4 5.28% development Glenwyck 3/13/2000 84 0 104.3 Built-out 83 83 98.81% Farms Granada 6/17/2013 84 15 84.3 Under 69 50 70.83% development Knolls at Solana - 56 56 62.5 Under 0 0 0.00% development Paigebrooke 3/8/2004 6 1 20.3 Mostly built-out 5 4 75.00% Quail Hollow 3/28/2016 93 78 188.3 Under 15 1 8.60% development Shelby Estates 4/7/1981 6 1 65.7 Mostly built-out 5 5 83.33% 5 ' I ► : I I : II I I : ' I ' Subdivision Development Percent Plat Date Total Lots Vacant Lots Acres Permits Issuetl Finals Issued Name Status Complete Spencer Ranch - 38 38 37.8 Concept Plan 0 0 0.00% Approved Stagecoach 8/16/1971 22 3 55.5 Mostly built-out 19 19 86.36% Terra Bella 11/11/2008 26 1 54.8 Under 25 20 86.54% development Vaquero 3/27/2000 296 26 510 Mostly built-out 270 259 89.36% Wyck Hill 4/3/1996 13 1 22.4 Mostly built-out 12 12 92.31% Other/Miscellan _ 68 15 - Mostly built-out 53 52 77.21% eous Total 1,136 528 1,333.60 608 529 50.04% 6 � ► i ► ► � � i i : � i � � • . �,�, . ---- .� - .r ,,L �- " �„r �. �'E� ,f �' -,,�- . - ,�''�� . ., `� Retail Corner - � �'- _ ' �T ` �� . 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'� ` !'r�Sr��.; �� " a . ��''��►T��Rr'` ..�� `e �% � Block E(Comillas Courtl ��i_ � SteP�o��p�.,.:�-� ��^�' �. • � �: ,�'�^-.�- � 'v,r � ' Blo�k� � � . „ • � . .. . � .a, • � b�ock 1(Catalonia Courtl ` �. # • sP�" ' ;"°, „ �, � �y ��:��•�a ��1 � .�i r , p� �� _.� _� .1'�.� RP I P 1.10I °��1:. � � � `� a��mmeae r�i._�_��d .� � � ky� � �� _..�, I/ a_�S 1C Lh �.� y/� . ��.^ � •,�� ' I 6 � � •i j �~�M��.�j e�na��e u� �� .i�3�. ,t. �.. - � ,t�,��r� ,��o� - � . ��• .:Rlock I � . ', i� A ` � i � � - _ Block I(Piedra Courtl � t �'� � a�„d�� ,r. .� -''"' :.."'_. � � ' , .�J... '. Jrd 847 I 2-26-18 � � � �� a � ! .i e ' r�� f•..Tr.'� � �"� � ' �r.�y � ��'�f'e�� r��37d�`" �' - a . �3 � . � f . � ��yr'� r� • • � i f i'y• -»`-r [ . � . '-'.� �.- � N ` � . �!� r t � �� :�,�� .�-,�_ ��: �� ■ .ha � � + f f ' � ��'�� i µ�� . � ' � . . � � � � i � � � Project Name Total Lots / Units Size Contractor Development Status Estimated Completion CVS Pharmacy 1 13,378 sf Wurzel Builders Completed February 2017 Primrose Daycare 1 12,460 sf Cooper General Completed May 2017 Contractors Entrada Sales Office 1 3,463 sf Crescent Custom Homes Completed June 2018 Retail Office: 43,336 sf Entrada Retail Corner 3 Starbucks: 2,834 sf Crescent Custom Homes Under construction 2019/2020 Retail 1: 1,370 sf Entrada Residential 6 4,500 sf avg Calais Custom Homes Under construction; 1 2019/2020 Block J unit complete Entrada Residential 14 5,000 sf avg Crescent Custom Homes Under construction; 1 2019/2020 Block E unit complete Entrada Residential 12 3,600 sf avg Pentavia/Atwood Under construction 2020 Block I Custom Homes Pedestrian Bridge 1 - Crescent Custom Homes Under construction; 2019 nearing completion Gas Pad Parking Garage 1 148,398 sf Crescent Custom Homes Under construction 2019/2020 s . � ' � . . � � � � i � � � Project Name Total Lots / Units Size Contractor Development Status Estimated Completion 2 lots A: 15,422 sf Under construction; Restaurant Row 3-6 restaurants B: 22,414 sf Crescent Custom Homes Restaurant A nearing 2019/2020 completion Chapel &Reception Hall 2 Chapel: 3,207 sf Crescent Custom Homes Under construction 2020 Reception Hall: 14,418 Project on hold due to Entrada Plaza Mayor N/A N/A N/A potential Development N/A Plan and Site Plan revisions; 9 Town of Westlake's Building Permits Issued - Last Month , . , , � * , . , Month of October, 2019 hf�lESTLAKE Project Number Project Type Full Address Permit Issued Date Owner Name Tenant Name Business Name Square Footage Value 1500 Solana Commercial Boulevard RMDLC-19- Remodel Permit Bldg.No.6 Suite 10/23/2019 Glenstar Glenstar Northgate 567 $49,500.00 0247 �C� 6100 Construction Westlake,TX 76262 1301 Solana Blvd. RMDLC-19- Commercial Bldg.No. 1 Suite HMC Solana,LLC 0252 Remodel Permit 1550 10/23/2019 3-JJJ Construction 3,550 $31,890.00 (C) Westlake,TX 76262 Commercial Remodel Permit(C) Total Value $81,390.00 (Avg.:$40,695.00) Total Square Footage 4,117.00 (Avg.:2,058.50) Permits Issued: 2 Solana Plaza HMC Solana,LLC CIVIL-19-0162 Construction Plans 1301 Solana Blvd. 10/14/2019 MYCON General Westlake,TX Contractors 76262 Construction Plans Total Value $0.00 (Avg.:$0.00) MYGOV.US Town of Westlake�Building Permits Issued-Last Month�Printed 11/04/2019 at 10:00 AM Page 1 of 6 Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 1 1301 Solana Blvd. DEMOC-19- Demolition Permit Bldg.No.2 Suite HMC Solana,LLC Cicada 0261 �C� 2400 10/14/2019 Langley LLP Construction and $25,000.00 Westlake,TX Design 76262 Demolition Permit(C) Total Value $25,000.00 (Avg.:$25,000.00) Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 1 1608 Meandering FENCE-19- Fence Permit/ Way Dr. Jim Lentz Barbara 0285 Retaining Wall Westlake,TX 10/31/2019 Lentz Tejas Stone Works $31,229.00 76262 Fence Permit/Retaining Wall Total Value $31,229.00 (Avg.:$31,229.00) Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 1 2230 Barcelona Irrigation Permit Ct. Charles A Broyles Mow Man Lawn IRR-19-0251 �R) Westlake,TX 10/04/2019 Service $$,500.00 76262 Irrigation Permit 1645 Trace Bella MG Luxury Homes Semper FI IRR-19-0275 �R� Westlake,TX 10/22/2019 Irrigation $8,000.00 76262 IRR-19-0291 Irrigation Permit 2307 Cedar Elm 10/31/2019 Jim&Leslie Bird's Landscape $7,000.00 MYGOV.US Town of Westlake�Building Permits Issued-Last Month�Printed 11/04/2019 at 10:00 AM Page 2 of 6 Terr. Shindler (R) Westlake,TX &Irrigation 76262 Irrigation Permit(R) Total Value $23,500.00 (Avg.:$7,833.33) Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 3 5990 Stagecoach MECHR-19- Mechanical Permit Cir. Applegate John R 0288 (R) Westlake,TX 10/31/2019 Texas Air poctors $5,846.00 76262 Mechanical Permit(R) Total Value $5,846.00 (Avg.:$5,846.00) Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 1 2002 Wood PLMBR-19- Plumbing Permit Thrush Ct. Braswell Michael 0272 (R) Westlake,TX 10/17/2019 Perry A#1 AIR $4,500.00 76262 Plumbing Permit(R) Total Value $4,500.00 (Avg.:$4,500.00) Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 1 1706 Cypress GLJ4 LLC Watercrest Pools POOL-19-0234 Pool Permit Way 10/07/2019 Inc. 6,202 $480,000.00 Westlake,TX MYGOV.US Town of Westlake�Building Permits Issued-Last Month�Printed 11/04/2019 at 10:00 AM Page 3 of 6 76262 1814 Scenic Cir. Thomas&Tina POOL-19-0253 Pool Permit Westlake,TX 10/04/2019 Kidd Claffey Pools 635 $100,000.00 76262 2214 Costa Del Soleil POOL-19-0258 Pool Permit Sol 10/16/2019 Development LLC Living Water 882 $g0,000.00 Westlake,TX Custom Pools 76262 2202 King Fisher POOL-19-0259 Pool Permit �� 10/15/2019 Bruce Heikkinen Claffey Pools 779 $94,000.00 Westlake,TX 76262 1712 Wisteria POOL-19-0260 Pool Permit Way 10/15/2019 Ismaili Haroon Claffey Pools 437 $80,000.00 Westlake,TX 76262 1872 Lakeshore Randy Lentz Lori POOL-19-0282 Pool Permit Westlake,TX 10/31/2019 Lentz Claffey Pools 1,121 $98,000.00 76262 1876 Lakeshore Calais Custom POOL-19-0284 Pool Permit Westlake,TX 10/31/2019 Homes Claffey Pools 1,170 $85,000.00 76262 Pool Permit Total Value $1,017,000.00 (Avg.:$145,285.71) Total Square Footage 11,226.00 (Avg.: 1,603.71) Permits Issued: 7 Residential 1814 Scenic Cir. Thomas&Tina ACCR-19-0254 Accessory Permit Westlake,TX 10/04/2019 Kidd Claffey Pools 280 $20,000.00 (R) 76262 Residential Accessory Permit(R) MYGOV.US Town of Westlake�Building Permits Issued-Last Month�Printed 11/04/2019 at 10:00 AM Page 4 of 6 Total Value $20,000.00 (Avg.:$20,000.00) Total Square Footage 280.00 (Avg.:280.00) Permits Issued: 1 2050 Roanoke Right of Way Aramark Klaasmeyer ROW-19-0241 Construction Rd� 10/15/2019 Corporation Charles Schwab Construction Permit Westlake,TX Company Inc 76262 Right of Way Construction Permit Total Value $0.00 (Avg.:$0.00) Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 1 1820 Broken Bend Elite Roofing& ROOF-19-0289 Roof Permit �r� 10/29/2019 Scott Robert J Restoration $60,000.00 Westlake,TX 76262 Service Roof Permit Total Value $60,000.00 (Avg.:$60,000.00) Total Square Footage 0.00 (Avg.:0.00) Permits Issued: 1 DFW-1 3001 Schwab CS Kinross Lake SIGN-19-0248 Sign Permit Way 10/03/2019 Parkway C/O Charles Schwab Chandler Signs 64 $6,000.00 Bldg.No. 1 Charles Schwab Westlake,TX 76262 SIGN-19-0268 Sign Permit Westlake IOOF 10/15/2019 Town of Westlake Town of Westlake 3 Cemetery MYGOV.US Town of Westlake�Building Permits Issued-Last Month�Printed 11/04/2019 at 10:00 AM Page 5 of 6 2751 J T Ottinger Rd. 3101 J T Ottinger Rd Westlake,TX 76262 Sign Permit Total Value $6,000.00 (Avg.:$3,000.00) Total Square Footage 67.00 (Avg.:33.50) Permits Issued: 2 TOTALS: Square Footage: 15,690.00 (Avg.:784.50) Value: $1,274,465.00 (Avg.:$63,723.25) Total Projects: 22 Permits Issued: 22 MYGOV.US Town of Westlake�Building Permits Issued-Last Month�Printed 11/04/2019 at 10:00 AM Page 6 of 6 Town Cou nci I Item # 6 — Executive Session 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) for the following: - Entrada - Front 44 b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake c. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding House Bill 1152 — Franchise fees d. Section 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation e. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding Senate Bill 1152 — Franchise fees f. Section 551.071(2) — Consultation with City 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 this chapter: Resolution No. 00-19, a Contract with Hillwood Development Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline. Town Cou nci I Item # 7 — Reconvene Council Meeting Town Cou nci I Item # 8 — Council Recap / Staff Direction COUNCIL RECAP / STAFF DIRECTION ITEMS OF COMMUNITY INTEREST: Mayor and Council Reports Town Cou nci I on Items of Community Interest pursuant to Texas Government Code Section 551.0415 the Town Council may report on the following items: (1) expression of thanks, congratulations or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming Town Council events; (5) information about community events; and (6) Item # 2 — Items of announcements involving imminent threat to public health and Community Interest safety. ✓ Town Council Work Session/Meeting Monday, November 18, 2019* Westlake Town Hall, Solana Terrace-BIdg.7, Suite 7100 -Council Chambers ✓ Joint Planning &Zoning and Town Council Work Session/Meeting Tuesday, November 19, 2019* Westlake Town Hall, Solana Terrace-BIdg.7, Suite 7100 -Council Chambers ✓ Westlake Academy Closed for the Thanksgiving Holidays Monday, November 25 through Friday, November 29, 2019 ✓ Westlake Municipal Offices Closed for the Thanksgiving Holidays Thursday, November 28 and Friday, November 29, 2019 -Trash& Recyc/ing Services will shift this week to Saturday, November 30. Col%ctions will NOT occur on Friday,Nov.29,but are delayed one day. ✓ Coffee&Conversation with the Mayor/WA Board President Monday, December 2, 2019; 8:00-9:30 am NEW LOCATION: Westlake Fire-EMS Station No. 1, 2000 Dove Road (NW corner of Dove& Davis Blvd.) -We hope our residents and business partners are enjoying this opportunity to visit our community's new fire station, have a cup of coffee or tea, and a chat with Mayor Laura Wheat about any and all things Westlake/ ✓ Board of Trustees Work Session/Meeting Monday, December 2, 2019* Westlake Town Hall, Solana Terrace-BIdg.7, Suite 7100 -Council Chambers ✓ Westlake Annual Community Tree Lighting Thursday, December 5, 2019; 6:00-8:00 pm The Terrace in Solana, 1500 Solana Boulevard, Buildings 1-7 (New location in Solana) A treasured time for our community as we kick off the holiday season together with the he/p of our generous sponsors. Make plans to join the Town of Westlake as we light up our tree&give back with loads of fun for all ages in a new location within Solana at the Terrace. Many favorite activities will return plus a few new ones for everyone to enjoy. Need more info?Contact GingerAwtry at 817-490-5719. ✓ Planning &Zoning Work Session/Meeting Monday, December 9, 2019* Westlake Town Hall, Solana Terrace-BIdg.7, Suite 7100 -Council Chambers ✓ Annual New Westlake Academy Parents'Dinner Reception Thursday, December 12, 2019; 6:30-8:30 pm Home of Board President Mayor Laura &Doug Wheat -Invitations are being emailed prior to Thanksgiving;If you are a new parent at WA in the 20i9-2020 School Year, please email or call Ginger A wtry at 817-490-5719 if you did not receive an in�itation and find out all the details RS�Ps are respectful/y requested to Ginger by Dec. 5. We do hope to see you there! ✓ Town Council Work Session/Meeting Monday, December 16, 2019* Westlake Town Hall, Solana Terrace-BIdg.7, Suite 7100 -Council Chambers ✓ Westlake Academy Closed for Winter Break Friday, December 20 through Tuesday,January 7, 2020 -Teachers return on Tuesday,Jan. 7 and students return on Wednesday,Jan. 8) ✓ Westlake Municipal Offices Closed for the Christmas holidays Tuesday, December 24 and Wednesday, December 25, 2019 -Trash& Recyc/ing Services will shift this week to Saturday,December 28. Col%ctions wil/NOT occur on Friday,Dec. 27,but are de/ayed one day. Looking ahead to the new year... ✓ Westlake Municipal Offices CLOSED in Observance of the New Year's Day holiday Wednesday,January 1, 2020 -Trash& Recyc/ing Services are shifted this week to Saturday,January 4. Col%ctions wi//NOT occur on Friday,Jan. 3,but are de/ayed one day. ✓ Coffee&Conversation with the Mayor/Board President Monday,January 6, 2020; 8:00—9:30 am Westlake Fire-EMS Station No. 1, 2000 Dove Road (NW corner of Dove Rd. & Davis Blvd.) -We hope our residents and business partners are enjoying this opportunity to �isit our community's new fire station, have a cup of coffee or tea, and a chat with Mayor Laura Wheat about any and all things Westlake/ ✓ Board of Trustees Work Session/Meeting Monday,January 6, 2020* Westlake Town Hall, Solana Terrace-BIdg.7, Suite 7100 -Council Chambers ✓ WA Class of 2019 Alumni Reunion &IB Diploma Programme Ceremony Wednesday,January 8, 2020; 1:45—2:30 pm (Alumni only luncheon begins at 12:00 pm) Westlake Academy- Gymnasium Annual ce%bration held each year for alumni to return during their winter break and retrieve their hard earned IB Diplomas/Certificates(parents we%me), enjoy lunch with their former classmates and teachers, and share the impact and benefits realized from their IB education with current DP students. Questions?Contact Ginqer Awtrx *For meetinA aAendas and detai/s on W,4 calendar events or Municipal calendar events,please visit the Westlake Academy website or the Town of West/ake website for further assistance. Town Cou nci I Item #3 — Consent Agenda CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. a. Consider approval of the minutes from the meeting on September 23, 2019. b. Consider approval of the minutes from the meeting on October 28, 2019. c. Consider approval of the minutes from the meeting on November 4, 2019. d. Consider approval of Resolution 19-37, Adopting the Voting Systems use by Denton and Tarrant County Election Administrations. e. Consider approval of Resolution 19-38, Authorizing the Town Manager to enter into a contract for the Town's Health, Vision, and Dental Insurance for the 2020 Calendar Year. f. Consider approval of Resolution 19-39, Approving an Agreement between the Town of Westlake and Hilltop Securities Inc. for Financial Consulting Services. g. Consider approval of Resolution 19-40, Approving an Engagement Agreement with Bracewell LLP relating to Bond Counsel Services. 1. The Town of Westlake (the"Town") desires to issue bonds and other obligations from time to time for various public purposes authorized by Texas Statutes, in order to finance or refinance various public projects; 2. Bracewell LLP's (��Bracewell" or the"Firm") is a full service firm that includes a national public finance practice and has the necessary competence, qualification and experience to serve as bond counsel for the Town. 3. The Town and Bracewell do not have any prior engagements or relationships or other information regarding the nature of any relationships between the political subdivision and the firm as described in §2254.1036(c) of the Texas Government Code. 4. The Town's attorneys and supporting personnel do not have the required experience, qualifications or resources to adequately perform bond counsel services for the issuance of bond or other obligations; 5. Given the nature of bond counsel services and the source of payment therefor (being from the proceeds of bonds or other obligations issued by the Town), such legal services cannot reasonably be obtained from attorneys in private practice under a contract providing for the payment of hourly fees without contingency; and 6. Entering into a contingent fee contract with Bracewell for bond counsel services is in the best interest of the residents of the Town as the Town will have competent, qualified and experienced counsel to advise on the issuance of the bonds and other obligations, and the provision of such legal services will not financially impact the Town as the compensation for such services will be paid from the proceeds of such bonds or other obligations. T H E T a w H o � WESTLAKE MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING September 23, 2019 PRESENT: Mayor Pro Tem Carol Langdon and Council Members Alesa Belvedere and Michael Barrett ABSENT: Mayor Laura Wheat and Council Members Greg Goble and Rick Rennhack OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Town Secretary Kelly Edwards, Fire Chief Richard Whitten, Deputy Chief John Ard, Director of Planning & Development Ron Ruthven, Finance Director Debbie Piper, Director of Facilities & Public Works Troy Meyer, Director of Communications Ginger Awtry, Director of Information Technology Jason Power, Director of Human Resources &Administrative Services Todd Wood, Court Administrator Jeanie Roumell, and Finance Supervisor Jaymi Ford. Work Session 1. CALL TO ORDER Mayor Pro Tem Langdon called the meeting to order at 5:12 p.m. 2. PLEDGE OF ALLEGIANCE Mayor Pro Tem Langdon led the Pledge of Allegiance to the United States and Texas flags. Town Council Minutes 09/23/19 Page 1 of 4 3. CITIZEN COMMENTS: Mr. Daniel Bennett, 408 Pemberton Street, White Settlement, spoke regarding the process of casting ballots for the Appraisal District's elections. 4. COUNCIL RECAP / STAFF DIRECTION Distribute Mr. Bennett's handouts to the Council. Regular Session will begin immediately following the work session 1. CALL TO ORDER Mayor Pro Tem Langdon called the regular session to order at 5:22 p.m. 2. CONDUCT A PUBLIC HEARING AND CONSIDERATION OF ORDINANCE 892, ADOPTING THE TOWN OF WESTLAKE ESTIMATED BUDGET FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2019, ADOPTING THE PROPOSED BUDGET FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2020 INCLUDING AN INVESTMENT POLICY, PAY PLAN POLICY, FISCAL AND BUDGETARY POLICIES, RESTRICTED, COMMITTED AND ASSIGNED FUND BALANCES, AND PROVIDING AUTHORIZATION TO THE TOWN MANGER TO APPROVE APPROPRIATED FUNDS UP TO $50,0000. Town Manager DeGan and Director Piper provided a presentation and overview of item. Discussion ensued regarding the proposed positions of Firefighter/Paramedics, managing Fire staffing needs with the growth, the Standards of Cover, the Fire Department's intent to apply for a grant that would temporarily supplement funding to increase staffing levels, and sidewalk improvements along Dove Road and Pearson Lane. Mayor Pro Tem Langdon opened the public hearing. No one addressed the Council. Mayor Pro Tem Langdon closed the public hearing. MOTION: Council Member Barrett made a motion to approve Ordinance 892 and to amend the budget by approving the funding for a full time position of Town Marshal. Council Member Belvedere seconded the motion. The motion carried by a vote of 3-0. Town Council Minutes 09/23/19 Page 2 of 4 3. DISCUSSION AND CONSIDERATION OF A RESOLUTION 19-27, TO RATIFY THE PROPERTY TAX INCREASE AS REFLECTED IN THE FY 2019-2020 ANNUAL BU DG ET. Town Manager DeGan provided an overview of item. MOTION: Council Member Barrett made a motion that the property tax rate be increased by the adoption of a tax rate of $0.16018, which is effectively a 10.60% increase in the tax rate. Council Member Belvedere seconded the motion. The motion carried by a vote of 3- 0. Ayes — Barrett, Belvedere, and Langdon; Nays - 0 4. DISCUSSION AND CONSIDERATION OF ORDINANCE 893, LEVYING MUNICIPAL AD VALOREM (PROPERTY) TAXES FOR THE 2019 YEAR IN ACCORDANCE WITH THE FISCAL YEAR 2019-20 PROPOSED BUDGET. Town Manager DeGan provided an overview of item. MOTION: Council Member Belvedere made a motion to approve Ordinance 893. Council Member Barrett seconded the motion. The motion carried by a vote of 3-0. 5. EXECUTIVE SESSION The Town Council did not convene into Executive Session. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.087 Deliberation Regarding Economic Development Negotiations (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) for the following: - Entrada - Waterside Land Company LLC - Front 44 6. RECONVENE MEETING 7. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. Town Council Minutes 09/23/19 Page 3 of 4 8. AD)OURNMENT There being no further business before the Council, Mayor Pro Tem Langdon asked for a motion to adjourn the meeting. MOTION: Council Member Belvedere made a motion to adjourn the meeting. Council Member Barrett seconded the motion. The motion carried by a vote of 3-0. Mayor Pro Tem Langdon adjourned the meeting at 5:57 p.m. APPROVED BY THE TOWN COUNCIL ON NOVEMBER 18, 2019. ATTEST: Carol K. Langdon, Mayor Pro Tem Kelly Edwards, Town Secretary Town Council Minutes 09/23/19 Page4of4 T H E T a w H o � WESTLAKE MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING October 28, 2019 PRESENT: Mayor Laura Wheat and Council Members Carol Langdon, Alesa Belvedere, and Greg Goble ABSENT: Michael Barrett and Rick Rennhack OTHERS PRESENT: Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Town Secretary Kelly Edwards, Town Attorney Matt Butler, Fire Chief Richard Whitten, Deputy Chief John Ard, Director of Planning & Development Ron Ruthven, Finance Director Debbie Piper, Director of Facilities & Public Works Troy Meyer, Director of Communications Ginger Awtry, Director of Information Technology Jason Power, and Development Coordinator Nick Ford Work Session 1. CALL TO ORDER Mayor Wheat called the meeting to order at 5:07 p.m. 2. PLEDGE OF ALLEGIANCE Mayor Wheat led the Pledge of Allegiance to the United States and Texas flags. Town Council Minutes 10/28/19 Page 1 of 7 3. CITIZEN COMMENTS Megan Stiller, Community Storehouse, spoke about the impact of the summer program provided at the Academy and other programs they offer. 4. REVIEW OF CONSENT AGENDA ITEMS FOR THE TOWN COUNCIL REGULAR MEETING AGENDA. No additional discussion. 5. DISCUSSION ITEMS a. Presentation and discussion by Fidelity Investments regarding a potential solar panel facility on the Fidelity Investments Campus. Deputy Manager Simon stated that the Council had received a copy of a letter from Hillwood regarding this item. Tammy Gilbert and Brian Daigle, Fidelity Investments, provided a presentation and overview of the proposed solar facility which would provide 18% of electricity to the campus. Discussion ensued regarding Fidelity's current locations using solar arrays, the visibility of a 15' berm from Capital Way, screening required by other cities, multiple purpose of this area such as bee hives, opportunities for partnerships with the community, reflectivity issues or concerns, the requirement by the Federal Aviation Administration to conduct a glare analysis due to the proximity of two major airports, and a wildlife survey. b. Presentation and discussion of Wayfinding Master Plan. Director Meyer provided a presentation and overview of the plan. Discussion ensued regarding combining comprehensive planning groups, preventing too much wayfinding signage, the cost of this project, allowance for meeting expenses, and possibility of linking the Public Art project to the Wayfinding project. c. Presentation and discussion regarding the proposed Smoking Ordinance allowing smoking indoors only. Assistant Town Manager Greenwood provided an overview of the proposed ordinance. Town Council Minutes 10/28/19 Page2of7 Discussion ensued regarding the proposed ordinance allowing only smoking inside and not allowing it at all within the Town. d. Standing Item: Presentation and discussion of development projects per Staff Report September 2019 including an Entrada report from the Developer and projects in Planned Development PD 3-5. Director Ruthven provided a presentation and overview of the item. Charles Schwab: Phase I has a temporary certificate of occupancy with the intent to have a full workforce on campus by the end of the year. Director Ruthven provided an update on the opening of Schwab Way. The Grand Opening is estimated for March of 2020 and Phase II is under construction. Entrada: The retail corner is moving forward but is behind schedule due to the construction of the tower panels. Staff are holding weekly construction on-site meetings to discuss construction, safety, and installation of the tower panels, the parking garage, and the restaurants. The Knolls: Director Ruthven's presentation included information on roadway grading, meeting with homebuilders, staging areas during construction, stormwater management and screening during construction, and acknowledging the tree requirements. Discussion ensued regarding the number of building permits issued, meetings with potential commercial applicants, and additional installation of canopies at the fire station. 6. EXECUTIVE SESSION Council did not convene into executive session. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.087 Deliberation Regarding Economic Development Negotiations (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) for the following: - Entrada - Front 44 b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other Town Council Minutes 10/28/19 Page3of7 legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Cause No. 236-304811-18 - Builder Recover Services, LLC v The Town of Westlake c. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding House Bill 1152 — Franchise fees a. Section 551.071(2) Consultation with Attorney—to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code - FM 1938 access for proposed Southlake development. 7. RECONVENE MEETING 8. COUNCIL RECAP / STAFF DIRECTION Regular Session will begin immediatelv following the work session 1. CALL TO ORDER Mayor Wheat called the regular session to order at 6:41 p.m. 2. ITEMS OF COMMUNITY INTEREST Director Awtry provided an overview of upcoming events. 3. CONSENT AGENDA a. Consider approval of the minutes from the meeting on September 30, 2019. b. Consider approval of the minutes from the meeting on October 7, 2019. c. Consider approval of a Resolution 19-34, Authorizing the Town Manager to select a vendor for Dark Fiber Installation and to begin contract negotiations for the Dark Fiber Project. d. Consider approval of Ordinance 896, Amending and Repealing the Fee and Use Schedule. e. Consider approval of Resolution 19-35, Entering into an annual membership with the Goodbuy purchasing cooperative to provide purchasing through the Education Service Center Region 2 and authorize subsequent renewals with the Goodbuy purchasing cooperative. Town Council Minutes 10/28/19 Page4of7 f. Consider approval of Resolution 19-36, Authorizing the Town Manager to enter into an agreement with Schrickel, Rollins/PSC to provide consultation design services to develop a Wayfinding sign program. MOTION: Council Member Goble made a motion to approve the consent agenda. Council Member Langdon seconded the motion. The motion carried by a vote of 3-0. 4. CONDUCT A PUBLIC HEARING AND CONSIDERATION OF RESOLUTION 19-37, APPROVING A PRELIMINARY SITE EVALUATION FOR SCHWAB WAY, LOCATED BETWEEN STATE HIGHWAY 114 AND 7.T. OTTINGER ROAD. Director Ruthven provided an overview of the item. Mayor Wheat opened the public hearing. Joe Schneider, Hillwood Properties, spoke in favor of this item. Mayor Wheat closed the public hearing. MOTION: Council Member Belvedere made a motion to approve Resolution 19-37. Council Member Langdon seconded the motion. The motion carried by a vote of 3-0. 5. CONDUCT A PUBLIC HEARING AND CONSIDERATION OF ORDINANCE 897, AMENDING CHAPTER 102 ZONING, ARTICLE III, PERMISSIBLE USES, DIVISION 1, GENERALLY, SECTION 102-66, FARM ANIMALS AND HORSES, REGARDING PROPOSED CHANGES TO REQUIREMENTS FOR KEEPING CERTAIN ANIMALS ON A PROPERTY. Director Ruthven provided an overview of the item. Mayor Wheat opened the public hearing. No one addressed the Council. Mayor Wheat closed the public hearing. MOTION: Council Member Langdon made a motion to approve Ordinance 897. Council Member Goble seconded the motion. The motion carried by a vote of 3-0. 6. EXECUTIVE SESSION Council convened into executive session at 6:53 p.m. Town Council Minutes 10/28/19 Page5of7 The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: b. 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) for the following: - Entrada - Front 44 c. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Cause No. 236-304811-18 - Builder Recover Services, LLC v The Town of Westlake d. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding House Bill 1152 — Franchise fees e. Section 551.071(2) Consultation with Attorney—to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code - FM 1938 access for proposed Southlake development. 6B. DISCUSSION AND CONSIDERATION OF ORDINANCE 898, AMENDING CHAPTER 74, SOLID WASTE. No discussion regarding this item. MOTION: Council Member Goble made a motion to take no action regarding Ordinance 898. Council Member Belvedere seconded the motion. The motion carried by a vote of 3-0. Mayor Wheat moved to Item 8. 7. RECONVENE MEETING Mayor Wheat reconvened the meeting at 8:55 p.m. Mayor Wheat moved to Item 6B. Town Council Minutes 10/28/19 Page6of7 8. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. No action taken. 9. FUTURE AGENDA ITEMS 10. AD70URNMENT There being no further business before the Council, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Langdon made a motion to adjourn the meeting. Council Member Belvedere seconded the motion. The motion carried by a vote of 3-0. Mayor Wheat adjourned the meeting at 8:57 p.m. APPROVED BY THE TOWN COUNCIL ON NOVEMBER 18, 2019. ATTEST: Laura Wheat, Mayor Kelly Edwards, Town Secretary Town Council Minutes 10/28/19 Page7of7 T H E T a w H o � WESTLAKE MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING November 4, 2019 PRESENT: Mayor Laura Wheat and Council Members Carol Langdon, Alesa Belvedere, Rick Rennhack and Greg Goble. ABSENT: Michael Barrett OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, and Assistant to the Town Secretary Tanya Morris Regular Session 1. CALL TO ORDER Mayor Wheat called the meeting to order at 8:17 p.m. 2. EXECUTIVE SESSION The Council convened into Executive Session at 8:17 p.m. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.074 of the Texas Government Code Deliberation Regarding the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee: - Town Secretary Town Council Minutes 11/04/19 Page 1 of 2 3. RECONVENE MEETING Mayor Wheat reconvened the meeting at 8:42 p.m. 4. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. No action taken. 5. AD70URNMENT There being no further business before the Council, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Langdon made a motion to adjourn the meeting. Council Member Belvedere seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat adjourned the meeting at 8:42 p.m. APPROVED BY THE TOWN COUNCIL ON NOVEMBER 18, 2019. ATTEST: Laura Wheat, Mayor Tanya Morris, Assistant to the Town Secretary Town Council Minutes 11/04/19 Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE RegularMeeting - Consent oisriNorivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToPrc: Consider approval of a Resolution, Adopting the Voting Systems used by Denton and Tarrant County Election Administrations. STAFF CoNTAc'T: Tanya Morris, Assistant to the Town Secretary Strategic Alignment i i � . � . . , ; . . � � - 1 � Exemplary Service&Governance -We set the standard by delivering Increase Transparent/Integrity- Citizen, Student& Transparency, unparalleled municipal and driven Government Stakeholder Accessibility& educational services at the lowest Communications cost. Time Line- Start Date: October l, 2019 Completion Date: November 25, 2019 Funding Amount: N/A Status - N/A Source-N/A Contract: No Forms: N/A EXECUTIVE SUMMARY (iNCLUDING APPLICABLE ORGANIZATIONAL HiSTORY) Tarrant County Election Administration purchased new voting equipment this year, allowing the County to then be approved by the Secretary of State's Office to establish Vote Centers within Tarrant County. During Early Voting, voters can cast their ballot at any polling location in the county. Pursuant to the Texas Elections Code,Chapter 123,a voting system must be adopted by the entities for use in any one or more elections by resolution prior to the entities neXt election. Westlake's next election will be in May 2020. Page 1 of 2 RECOMMENDATiON Approve the resolution adopting each county's voting equipment. ATTACHMENTS Resolution Page 2 of 2 TOWN OF WESTLAKE RESOLUTION NO. 19-37 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ADOPTING VOTING EQUIPMENT USED BY DENTON AND TARRANT COUNTY ELECTION ADMINISTRATIONS. 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; and, WHEREAS, on August 13, 2019, the Tarrant County Commissioner's Court voted to accept the contract with Hart InterCivic to purchase Verity System version 2.3.1; and, WHEREAS, the Commissioners Court of Tarrant County, adopted the Hart InterCivic Verity, version 2.3.1, for use in Absentee Voting By Mail, Early Voting By Personal Appearance, Regular Voting on Election Day and Provisional Voting; and, WHEREAS, the Commissions Court of Denton County, adopted the Hart InterCivic Verity Voting 2.3 system for use in Absentee Voting By Mail, Early Voting By Personal Appearance, Regular Voting on Election Day and Provisional Voting; and, WHEREAS, that the system will be used in accordance to the terms and conditions specified in the certification order issued by the Texas Secretary Of State. 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, which contract with the counties to conduct municipal elections, does hereby approve the use of the voting equipment for future elections. 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 19-37 Page 1 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 18TH DAY OF NOVEMBER 2019. ATTEST: Laura Wheat, Mayor Tanya Morris, Assistant to the Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 19-37 Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE RegularMeeting - Consent oisriNorivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToPrC: Consider approval of a Resolution authorizing the Town Manager to enter into a contract for the Town's health, vision, and, and dental insurance for the 2020 calendar year. STaFF CoNTaCT: Todd Wood, Director of HR& Administrative Services Strategic Alignment i i � . � . . , ; . . � � - � � Exemplary Service&Governance -We set the standard by delivering Attract,Recruit, People,Facilities, & Retain&Develop the Fiscal Responsibility Technology unparalleled municipal and Highest Quality educational services at the lowest workforce cost. � Outsidc thc Scope of Identified Strategic Initiatives Time Line- Start Date: January 1, 2020 Completion Date: December 31, 2020 Funding Amount: TBD Status - � Funded Source - General Fund EXECUTIVE SUMMARY(TNCLUDING APPLICABLE ORGANIZATIONAL HISTORY) Staffrecently issued a Request for Proposal(RFP)for our annual health and vision insurance plans, effective January 2020 through December 2020. Due to the change of the Town Council meeting schedule, the preparation of the Town Council packet for the November 18, 2019 meeting will occur prior to bids being received. Bids are to be received on November 15, 2019, and staff will conduct an analysis and make recommendations to the Town Manager prior to the Council meeting. Due to this timeframe, it is recommended that the Town Council authorize the Town Manager to renew the health, vision, and dental insurance Page 1 of 2 products with any insurance carrier for 2020, provided that the anticipated rates do not increase beyond 10%, the plans have minimal changes (if any), and are comparable to the Town's current plans. As in past years, staff will provide a recommendation that provides the best combination of benefits for our employees at the lowest cost. Staff will be available to provide additional information at the November 18, 2019 meeting; if requested by the Town Council. As in previous years, the factors that will be considered in making this recommendation are as follows: • Premium cost (employer and employee) • Coverage for major items and preventative care • Provider Network Quality • Schedule of Plan benefits • Stability/eXperience of the company providing the insurance • Out-of-pocket expense exposure to employee If a determination is made to change insurance carriers, a 30-day notice must be provided. In addition,quotes from carriers are typically valid for 60 days. As the Town's renewal is on January lst of each year,it is necessary to place this item on the November agenda each year. This provides an adequate timeframe to make any plan changes and facilitate a proper open enrollment period for employees. RECOMMENDATION Staff recommends approval of the resolution authorizing the Town Manager to enter into a contract for the Town's health, vision, and, and dental insurance, provided that rates do not exceed a 10% increase above the rates for 2019. ATTACHMENTS Resolution Page 2 of 2 TOWN OF WESTLAKE RESOLUTION 19-38 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO ENTER INTO A CONTRACT FOR THE TOWN'S HEALTH, VISION, AND DENTAL INSURANCE FOR THE 2020 CALENDAR YEAR. WHEREAS, the Town of Westlake desires to maintain a comprehensive health, vision, and dental insurance benefits for its employees that is competitive to surrounding cities; and, WHEREAS, the leaders of the Town of Westlake desire to exercise exceptional levels of stewardship with all financial resources; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the people of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION L• 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, TeXas,hereby authorizes the Town Manager to execute all required agreements for the Town's health, vision, and dental insurance policies for a twelve (12) month period,beginning January 1, 2020 and ending December 31, 2020,provided that anticipated rates do not exceed a 10% increase when compared to 2019 insurance rates for comparable benefit offerings. 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. Resolution 19-38 Page 1 of 2 PASSED AND APPROVED ON THIS 18TH DAY OF NOVEMBER 2019. ATTEST: Laura Wheat, Mayor Tanya Morris, Assistant to the Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 19-38 Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE RegularMeeting - Consent oisriNorivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToPic: Consider entering into an Agreement between the Town of Westlake and Hilltop Securities Inc., for financial consulting services. STAFF CoNTAc'T: Noah A. Simon, Deputy Town Manager Strategic Ali�nment i i � . � . . , ; . . � � - � � Exemplary Service&Governance -We set the standard by delivering Increase Financial Fiscal Responsibility Fiscal Stewardship unparalleled municipal and Capacity/Reserves educational services at the lowest cost. Time Line- Start Date: January 1, 2020 Completion Date: Open ended Funding Amount: N/A Status - N/A Source-N/A Contract: Yes Forms: Forms 1295 &2270 EXECUTIVE SUMMARY(TNCLUDING APPLiCABLE ORGANIZATIONAL HISTORY) The Town has used Tom Lawrence with Tijerina, Galvan, Lawrence LLC since the early 2000's to assist with the issuance of Bonds, review of the Entrada PID, create the Town's Annual Disclosure Statements and the Comptroller Transparency Report for the State of Texas and submit, analyze bond status to determine refunding options, and provide staff with CIP funding scenarios. Given the increasing complexities of municipal finance in today's political and economic environment, staff evaluated the current/future development and growth impacts to the Town's finances. We have determined a need for change that allows for more proactive financial management strategy. Town staff inet with Nick Bulaich with Hilltop Securities, LLC and discussed the overall financial consulting services that can be provided, including expertise with bonds, water districts, Public Improvement Districts, Developer Agreements and a myriad of other financial matters pertinent to the Town. If approved,the Agreement period begins January 1, 2020. Page 1 of 2 RECOMMENDATION Staff recommends approval of this item. ATTACHMENTS Resolution Form 1295 Form 2270 Agreement Page 2 of 2 TOWN OF WESTLAKE RESOLUTION 19-39 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN AGREEMENT BETWEEN THE TOWN OF WESTLAKE AND HILLTOP SECURITIES INC FOR FINANCIAL CONSULTING SERVICES. WHEREAS, the Westlake Town Council Fiscal and Budgetary Policies state "With available resources, seek out and employ the assistance of qualified financial advisors and consultants in the management and administration of the Town's financial functions"; and WHEREAS, the Town of Westlake staff have evaluated the current and future development and growth impacts to the Town's finances; and WHEREAS, the Town Council recognized the increased compleXities of municipal finance in today's political and economic environment; and WHEREAS, the Town Council finds that the agreement with Hilltop Securities provides sound financial planning; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the people 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 Council of the Town of Westlake, Texas, hereby agrees to enter into an agreement with Hilltop Securities Inc. attached hereto as Exhibit "A" and further authorizes the Town Manager to execute said agreement on behalf of the Town of Westlake. SECTION 3: It is hereby found, determined, and declared that a sufficient written notice of the date, hour,place, and subject of this meeting of the Town Council was posted at the location and the time required by law preceding this meeting, as required by the Open Meetings Act, Chapter 551, Texas Government Code, and that this meeting has been open to the public as required by law at all times during which this Resolution and the subject matter thereof has been discussed, considered and formally acted upon. It is further found, determined and declared that sufficient written notice of the Engagement Agreement was posted as required by Chapter 2254, TeXas Government Code. The Town Council further ratifies, approves and confirms such written notices and the contents and posting thereof. SECTION 4: 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 Resolution 19-39 Page 1 of 2 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 18TH DAY OF NOVEMBER 2019. ATTEST: Laura Wheat, Mayor Tanya Morris, Assistant to the Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 19-39 Page 2 of 2 Hilltop5ecurities� A Hilltop Holdings Company_ MUNICIPAL ADVISORY AGREEMENT This Municipal Advisory Agreement(the"AgreemenY') is made and entered into by and between Town of Westlake(the"Issuer")and Hilltop Securities Inc. ("HilltopSecurities"),and is dated,and shall be effective as of, the date executed by the Issuer as set forth on the signature page hereof(the "Effective Date"). WITNESSETH: WHEREAS, the Issuer will have under consideration from time to time the authorization and issuance of municipal securities, including but not limited to the issuance and sale of evidences of indebtedness or debt obligations that may currently or in the future be authorized and issued or otheitivise created or assumed by the Issuer,in amounts and forms which cannot presently be determined; and WHEREAS, in connection with the authorization, sale, issuance and delivery of such municipal securities, as well as in connection with any matters relating to municipal financial products of the Issuer, the Issuer desires to retain a municipal advisor;and WHEREAS, the Issuer desires to obtain the professional services of HilltopSecurities as a municipal advisor to advise the Issuer regarding the issuance of municipal securities and any municipal financial products, all as more fully described herein, during the period in which this Agreement shall be effective; and WHEREAS, HilltopSecurities is willing to provide its professional services and its facilities as a municipal advisor in connection with the Issuer's issuances of municipal securities and any municipal financial products, all as more fully described herein, during the period in which this Agreement shall be effective. NOW, THEREFORE,the Issuer and HilltopSecurities, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration,do hereby agree as follows: SECTION I SCOPE OF SERVICES A. Scone of Services and DischarEe of Resuonsibilities. 1. Scope of Services. (a) HilltopSecurities is engaged by the Issuer as its municipal advisor to provide the services set forth in Apuendix A hereto (the"Municipal Advisory Services"). The Municipal Advisory Services, together with any services to be provided by HilltopSecurities as the Issuer's independent registered municipal advisor ("IRMA") pursuant to subparagraph B.1 of this Section I, are hereinafter collectively referred to as the"Scope of Services"hereunder. The Scope of Services to be provided by HilltopSecurities may be changed only as provided in paragraph D of this Section I. (b) If the Issuer engages HilltopSecurities or any of its affiliates, in a capacity other than as municipal advisor,to provide additional services that are not municipal advisory activities("Non-Municipal Advisor Services"),such engagement for Non-Municipal Advisor Services shall be evidenced by a separate agreement between the Issuer and such party. The parties hereto acknowledge that such Non-Municipal Advisor Services shall not be governed by this Agreement and are intended to consist of activities not requiring registration as a municipal advisor under the Securities Exchange Act. (c) The Issuer shall provide written notice to HilltopSecurities of any other municipal advisor engaged by the Issuer, whether in regard to all or any portion of the Municipal Advisory Services or for any other aspects of the issuance of municipal securities or municipal financial products outside the scope of the Municipal Advisory Services, as described in clause(c)of subparagraph B.1 of this Section I. 2. Inquiries and Information in Connection rvitl: HilltopSecurifies'Duties. If and to the extent provided in the Scope of Services,HilltopSecurities is called upon to make recommendations to the Issuer or to review recommendations made by others to the Issuer,and in connection therewith to determine whether such recommendations are suitable for the Issuer, in order to fulfill its duties with respect to such recommendations and any associated suitability determinations, HilltopSecurities is required under applicable regulations to make reasonable inquiries of the Issuer as to the relevant facts. Such facts include, at a minimum, information regarding the Issuer's financial situation and needs, objectives, tax status, risk tolerance,liquidity needs,experience with municipal securities transactions or municipal financial products generally or of the type and complexity being recommended, financial capacity to withstand changes in market conditions during the term of the municipal financial product or the period that municipal securities to be issued in the municipal securities transaction are reasonably expected to be outstanding,and any other material information known by HilltopSecurities about the Issuer and the municipal securities transaction or municipal financial product. In addition, HilltopSecurities is required under applicable regulations to use reasonable diligence to know the essential facts about the Issuer and the authority of each person acting on behalf of the Issuer so as to effectively service HilltopSecurities' municipal advisory relationship with the Issuer, to act in accordance with any special directions from the Issuer, to understand the authority of each person acting on behalf of the Issuer,and to comply with applicable laws,regulations and rules. Accordingly, the Issuer hereby agrees to provide accurate and complete information reasonably designed to permit HilltopSecurities to fulfill its responsibilities in connection with any such recommendations and suitability determinations and to provide to HilltopSecurities reasonable access to relevant documents and personnel in connection with its required investigation to determine that any recommendations are not based on materially inaccurate or incomplete information. The Issuer acknowledges that HilltopSecurities may not be able to make requested recommendations or suitability determinations if it is not provided access to such information and that the Issuer shall be estopped from claiming a violation of HilltopSecurities' fiduciary duty to the Issuer in connection with a recommendation or suitability determination made by HilltopSecurities based on materially inaccurate or incomplete information provided by the Issuer. 3. Actio►ts Indepenrlent of or Contrary to Advice. The parties hereto acknowledge that the Issuer shall not be required to act in accordance with any advice or recommendation provided by HilltopSecurities to the Issuer. Upon providing such advice or recommendation to the Issuer,together with the basis for such advice or recommendation,HilltopSecurities shall have discharged its duties with regard to such advice or recommendation and shall not be liable for any financial or other damages resulting from the Issuer's election not to act in accordance with such advice or recommendation. Furthermore,the Issuer shall be estopped from claiming a violation of HilltopSecurities' fiduciary duty to the Issuer as a result of its election not to act in accordance with any advice or recommendation by HilltopSecurities,including but not limited to any claim that HilltopSecurities should have taken steps, in addition to providing its advice or recommendation together with the basis therefor, to cause the Issuer to follow its advice or recommendation. 4. Preparation of Official Statement i�: Co�:nection ivit/:Issuance of Municipal Securities. If and to the extent provided in the Scope of Services, HilltopSecurities is called upon to assist the Issuer in the preparation of its official statement in connection with the issuance of municipal securities,the Issuer hereby agrees to provide accurate and complete information to HilltopSecurities reasonably designed to permit HilltopSecurities to fulfill its responsibility to have a reasonable basis for any information HilltopSecurities provides about the Issuer, its financial condition, its operational status and its municipal securities in connection with the preparation of the official statement. While HilltopSecurities may 2 participate in the due diligence process in connection with the preparation of the official statement,if such participation is within the Scope of Services, HilltopSecurities shall not be obligated to undertake any inquiry or investigation in connection with such due diligence beyond any inquiries or investigations otherwise required by this Agreement. Furthermore,HilltopSecurities shall not be responsible for certifying the accuracy or completeness of the official statement, other than with respect to information about HilltopSecurities provided for inclusion in the official statement, if applicable. The Issuer agrees that HilltopSecurities may rely on any information provided to it by the Issuer for purposes of this paragraph. 5. Representations and Certifications. If and to the extent provided in the Scope of Services, HilltopSecurities is called upon to make representations and certifications with regard to certain aspects of matters pertaining to the Issuer, its municipal securities or municipal financial products arising as part of the Municipal Advisory Services to be provided pursuant to this Agreement, the Issuer hereby agrees to provide accurate and complete information to HilltopSecurities as may be reasonably necessary or otherwise helpful to HilltopSecurities in fulfilling its responsibility to have a reasonable basis for any representations,other than representations by HilltopSecurities regarding itself,made in a certificate signed by HilltopSecurities that may be relied upon by the Issuer, any other party involved in any matter arising as part of the Municipal Advisory Services, or investors in the Issuer's municipal securities. The Issuer agrees that HilltopSecurities may rely on any information provided to it by the Issuer for purposes of this paragraph. B. Services as Inde�endent Re�istered Municipal Advisor. 1. Designation as IRMA and Scope of Desig�zation. (a) Subject to clause (b) of this subparagraph B.l, if the Issuer elects to designate HilltopSecurities, and HilltopSecurities agrees to represent the Issuer, as the Issuer's IRMA for purposes of Securities Exchange Commission ("SEC") Rule 15Ba1-1(d)(3)(vi) (the "IRMA exemption") with respect to the Municipal Advisory Services, HilltopSecurities will treat such role as IRMA as within the scope of Municipal Advisory Services. Any reference to HilltopSecurities, its personnel and its role as IRMA in the written representation of the Issuer contemplated under SEC Rule 15Ba1-1(d)(3)(vi)(B)shall be subject to prior approval by HilltopSecurities. If there are any other aspects of the issuance of municipal securities or municipal financial products outside the scope of the Municipal Advisory Services with respect to which the Issuer seeks to have HilltopSecurities serve as its IRMA,such aspects,which are separate and distinct from Municipal Advisory Services for purposes of this Agreement,shall be included in Appendix A hereto and may be changed only as provided in paragraph D of this Section I. HilltopSecurities' duties as IRMA shall be strictly limited to the provision of advice to the Issuer with regard to third-party recommendations on any aspects of the issuance of municipal securities or municipal financial products outside the scope of the Municipal Advisory Services, subject to subparagraph B.3 of this Section I, and the provision of advice by HilltopSecurities to the Issuer with respect to such matters shall not result in a change in scope of the Municipal Advisory Services. By way of example, if HilltopSecurities serves as municipal advisor for an issuance of municipal securities within the scope of Municipal Advisory Services,but is asked to review a recommendation made by a third party with respect to a different issuance of municipal securities not within the scope of Municipal Advisory Services, any advice with respect to such review would not, by itself, cause such other issuance to come within the scope of Municipal Advisory Services,and HilltopSecurities would not be obligated to undertake any of the services set forth in Appendix A with regard to such issuance unless the scope of Municipal Advisory Services hereunder is amended to include such issuance. 3 (b) If the Issuer elects not to designate HilltopSecurities to serve as an IRMA for purposes of the IRMA exemption with respect to the Municipal Advisory Services, or if the Issuer elects to designate HilltopSecurities to serve as IRMA for less than the full range of Municipal Advisory Services, such election shal] be set forth in Appendix A. (c) The Issuer shall provide written notice to HilltopSecurities of any other municipal advisor engaged by the Issuer, whether such other municipal advisor has been designated as an IRMA, and such notice shall include the scope of services of such municipal advisor. If the Issuer has engaged,or has caused HilltopSecurities to engage through subcontract,any other party to serve as municipal advisor to the Issuer with regard to all or any portion of the Municipal Advisory Services("Joint Municipal Advisory Services"), whether engaged jointly with or separately from HilltopSecurities (a"Co-Municipal Advisor"), the Issuer agrees that such Co-Municipal Advisor shall not be entitled to treat HilltopSecurities as an IRMA with respect to the Joint Municipal Advisory Services. Notwithstanding the preceding sentence,the Issuer may seek to have HilltopSecurities provide advice on any recommendation made by a Co-Municipal Advisor with regard to matters within the scope of Joint Municipal Advisory Services on the same terms as set forth in subparagraph B.3 of this Section I,provided that any such advice provided by HilltopSecurities shall not serve to eliminate or reduce such Co-Municipal Advisor's fiduciary or other duties as municipal advisor to the Issuer. 2. HilltopSecurities Not Responsible for Independence from Tliird Parties. Notwithstanding HilltopSecurities' status as an IRMA, HilltopSecurities shall not be responsible for ensuring that it is independent,within the meaning of the IRMA exemption as interpreted by the SEC,from another party wishing to rely on the exemption from the definition of municipal advisor afforded under the IRMA exemption or for otherwise ensuring that any such party not be treated as a municipal advisor for purposes of Section 15B of the Securities Exchange Act or any SEC or Municipal Securities Rulemaking Board ("MSRB") rule thereunder. The Issuer expressly acknowledges that it is the responsibility of such other party to make its own determination of independence and that such other pariy shall not be entitled to cause HilltopSecurities to make any personnel changes to allow such party to qualify for the IRMA exemption. 3. Recommendations Provide�f by Tltird Par[ies Re[yi�:g on IRMA Exemption. The Issuer agrees that, to the extent the Issuer seeks to have HilltopSecurities provide advice with regard to any recommendation made by a third party relying on the IRMA exemption, the Issuer shall provide to HilltopSecurities written direction to provide advice with regard to such third party recommendation as well as any information it has received from such third party. In connection therewith, HilltopSecurities shall be authorized to communicate with such third party as necessary or appropriate in order for HilltopSecurities to have the information it needs to provide informed advice to the Issuer with regard to such recommendation. HilltopSecurities shall provide to the Issuer recommendations it receives directly from any third party but shall not be required to provide advice to the Issuer with regard to any such recommendation unless the Issuer has provided to HilltopSecurities the written direction as described above in this subparagraph B.3. Except as may be otherwise expressly provided in writing by HilltopSecurities,no recommendation by a third-party (including but not limited to a Co-Municipal Advisor) shall be deemed to be a recommendation by HilltopSecurities,and the failure by HilltopSecurities to specifically address any aspect of a third-party recommendation shall not be viewed as HilltopSecurities having implicitly accepted or approved such aspect of the recommendation or otherwise having adopted the recommendation or any aspect thereof as its own recommendation. Furthermore,the Issuer agrees that,to the extent the Issuer does not seek to have HilltopSecurities provide advice with regard to any recommendation made by a third party 4 relying on the IRMA exemption, HilltopSecurities shall not be required to provide any advice with regard to such recommendation notwithstanding any information it may have received from such third party. HilltopSecurities may rely on the absence of the Issuer's written direction to provide advice with regard to a third party recommendation as indicative that the Issuer does not seek to have HilltopSecurities provide such advice. C. Limitations on Scope of Engagement. 1. Express Limitations. The Scope of Services with respect to HilltopSecurities' engagement as municipal advisor shall be solely as provided in paragraphs A and B of this Section I and Appendix A of this Agreement,subject to the express limitations set forth in this paragraph C. The failure of the parties hereto to set out any particular service or responsibility, or any particular type or aspect of the issuance of municipal securities or municipal financial products,within the express limitations in this paragraph C shall not,by its omission,cause such service,responsibility or product to be within the scope of this engagement if not contemplated by the mutual agreement of the parties hereto or if not reasonably viewed as encompassed by the description of the Municipal Advisory Services set forth in this Agreement. 2. Limitation as to Matters Wit/iin T/ie�:-Current Scope of Engagement. It is expressly understood that HilltopSecurities serves as municipal advisor to the Issuer only with respect to the matters, and with respect to specific aspects of matters, within the then-current Scope of Services. The Issuer acknowledges that HilltopSecurities is not a municipal advisor to the Issuer with respect to matters expressly excluded from such Scope of Services as set forth in this paragraph C or matters otherwise not within the Scope of Services as set forth in paragraphs A and B of this Section I and Appendix A hereto. Without limiting the generality of the preceding sentence, the parties hereto agree that HilltopSecurities' service as municipal advisor for one issuance of municipal securities would not result in HilltopSecurities being a municipal advisor to the Issuer for any other issuances of municipal securities if such other issuances are not within the Scope of Services. It is expressly understood that HilltopSecurities shall be municipal advisor with respect to a particular issuance of municipal securities or a particular municipal financial product beginning on the earlier of (a) the date on which HilltopSecurities is assigned to serve or is otherwise put on notice by the Issuer that it will serve as municipal advisor for such particular matter or(b) the date on which HilltopSecurities first provides advice to the Issuer with respect to such particular matter, and it is further understood that HilltopSecurities shall not be deemed to be a municipal advisor to the Issuer with respect to any such particular matter prior to such date merely due to the fact that the matter falls within the general description of the Scope of Services. 3. Transacfions and Services Outside Scope of Engagement. To the extent that the Issuer engages in any transaction with HilltopSecurities,or any affiliate of HilltopSecurities, as principal relating to municipal securities(including but not limited to as underwriter for the issuance of municipal securities) or municipal financial products that are not within the Scope of Services and with respect to which HilltopSecurities does not in fact provide advice other than as permitted within the exceptions and exclusions of SEC Rule 15Ba1-1, the Issuer agrees that it would not view HilltopSecurities as serving as its municipal advisor with respect to such transaction or any related issuance of municipal securities or municipal financial product. In addition, as noted in clause(b) of subparagraph A.1 of this Section I,the Issuer understands that Non-Municipal Advisor Services are outside the scope of this engagement. 4. Issuer Consent to Limitation in Scope. The Issuer expressly consents to the limitations in scope of the engagement as described in this paragraph C. 5 D. Chan�e in Scoae of Services. The scope of services to be provided by HilltopSecurities,whether within or outside of the scope of the Municipal Advisory Services, may be changed only by written amendment to Appendix A, and the parties hereto agree to amend such appendix promptly to reflect any material changes or additions to the scope of such services, as applicable. Furthermore, the parties hereto agree to amend paragraph C of this Section I to reflect any material changes or additions to the limitations on the overall Scope of Services. The parties hereto agree that if, on an infrequent or inadvertent basis, HilltopSecurities takes any actions for or on behalf of the Issuer that constitute municipal advisory activities within the meaning of MSRB Rule G-42(fl(iv)but which are not within the Scope of Services under this Agreement,such actions shall not, by themselves, serve to change the Scope of Services under this Agreement without a written amendment as provided in this paragraph. Furthermore,to the extent that any such activities not within the Scope of Services under this Agreement consists of inadvertent advice provided with respect to the issuance of municipal securities or municipal financial products that are not within the Scope of Services under this Agreement, HilltopSecurities may take such action, if any, as it deems appropriate pursuant to Supplementary Material .07 of MSRB Rule G-42 with respect to such inadvertent advice, to maintain the Scope of Services under this Agreement consistent with the intent of the parties hereto. Amendments to Appendix A may be effected by replacement of the prior version of the appendix with a new version or by the addition of an addendum to such appendix, provided that any such amended appendix shall be dated as of its effective date and shall cause Appendix A, taken together with the provisions of this Section I, to clearly set forth the then-current scope of HilltopSecurities' engagement hereunder and any limitations to such scope. E. Non-Municipal Advisory Activities Related to Scope of Services. The Scope of Services under this Agreement is intended to encompass activities subject to the provisions of Securities Exchange Act Section 15B and the rules of the SEC and MSRB thereunder relating to municipal advisory activities. However,the Issuer and HilltopSecurities acknowledge that in some cases the range of activities necessary or appropriate to provide the intended services hereunder in a fair, effective and efficient manner for the benefit of the Issuer may involve a combination of actions that consist of municipal advisory activities and actions that may not qualify as municipal advisory activities. Unless otherwise prohibited by Securities Exchange Act Section I SB or any rule of the SEC or MSRB thereunder, the fact that HilltopSecurities serves as municipal advisor to the Issuer in connection with a particular matter shall not prohibit HilltopSecurities from undertaking such necessary or appropriate non-municipal advisory activities in connection therewith,and the fact that HilltopSecurities undertakes such non-municipal advisory activities within the Scope of Services under this Agreement would not, by itself, cause such activities to become municipal advisory activities for purposes Securities Exchange Act Section 15B or any rule of the SEC or MSRB thereunder. SECTION II TERM AND TERMINATION A. Term of this EnsaSement. The term of this Agreement begins on the Effective Date and ends, unless terminated pursuant to paragraph B of this Section II,on the last day of the month in which the fifth anniversary date of the Effective Date shall occur (the "Original Termination Date"). Unless HilltopSecurities or the Issuer shall notify the other party in writing at least thirty(30) days in advance of the Original Termination Date that this Agreement will not be renewed, this Agreement will be automatically renewed on the Original Termination Date for an additional one(1)year period and thereafter will be automatically renewed on each anniversary date of the Original Termination Date for successive one (1) year periods unless HilltopSecurities or the Issuer shall notify the other party in writing at least thirty(30)days in advance of such successive anniversary date. 6 B. Termination of this EnEa�ement. This Agreement may be terminated with or without cause by the Issuer or HilltopSecurities upon the giving of at least thirty(30) days' prior written notice to the other party of its intention to terminate, specifying in such notice the effective date of such termination. In the event of such termination, it is understood and agreed that only the amounts due HilltopSecurities for services provided and expenses incurred to the date of termination will be due and payable. No penalty will be assessed for termination of this Agreement. SECTION III COMPENSATION, EXPENSES, LIABILITY AND OTHER FINANCIAL MATTERS A. Compensation. The fees due to HilltopSecurities for the Municipal Advisory Services and any other services set forth in Appendix A hereto shall be as provided in Appendix B hereto. The Issuer has agreed to the compensation arrangements set forth in Appendix B and believes that they are reasonable and not excessive. If at any time the Issuer becomes concerned that, notwithstanding its initial belief that the compensation arrangements set forth in this Agreement are reasonable,the actual amount of compensation to be paid in accordance with such arrangements for any particular matter during the course of this engagement may potentially become excessive, the Issuer shall immediately notify HilltopSecurities in writing of its concern in that regard. B. Exnenses. HilltopSecurities shall be entitled to reimbursement of expenses incurred in connection with any services provided hereunder as set forth in Appendix B. C. Third-Partv Pavments. The Issuer agrees that any request it makes to HilltopSecurities to make payments to any third party on its behalf(other than with any underwriter), whether pursuant to a fee- splitting arrangement or otherwise, shall be in writing and shall set forth the name of the recipient, the amount of payment, and a brief statement of the purpose of such payment. The Issuer agrees that the counter signature by HilltopSecurities of any such written request shall be satisfactory disclosure of such third-party payment or fee-splitting arrangement for purposes of MSRB Rule G-42(e)(i)(D) and shall, in the case of any such arrangements made after the Effective Date,serve as satisfactory written disclosure of any conflict of interest arising from such third-party payment or fee-splitting arrangement for purposes of MSRB Rule G-42(b)(i)(D)and(c)(ii). D. No Custodv of Issuer Funds. This engagement does not contemplate that HilltopSecurities receive deposit of or maintain custody of the Issuer's funds unless otherwise provided in Appendix A hereto. E. Limitation on Liabilitv. In the absence of willful misconduct, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of HilltopSecurities or any of its associated persons, HilltopSecurities and its associated persons shall have no liability to the Issuer for any act or omission in the course of, or connected with, rendering services hereunder or for any error of judgment, mistake of law, or any loss arising out of any issuance of municipal securities, any municipal financial product or any other investment. 7 SECTION IV REQUIRED DISCLOSURES A. Disclosure of Conflicts of Interest and Information ReEarding Lesal or Disciplinary Events. The Issuer hereby acknowledges receipt of, and has read and understands the content of, the Municipal Advisor Disclosure Statement, attached hereto as Annendix C, current as of the date of this Agreement, setting forth disclosures by HilltopSecurities of material conflicts of interest(the"Conflict Disclosures"), if any,and of any legal or disciplinary events required to be disclosed pursuant to MSRB Rule G-42(b)and (c)(ii). The Conflict Disclosures also describe how HilltopSecurities addresses or intends to manage or mitigate any disclosed conflicts of interest, as well as the specific type of information regarding, and the date of the last material change,if any,to the legal and disciplinary events required to be disclosed on Forms MA and MA-I filed by HilltopSecurities with the SEC. B. Waiver of Disclosed Conflicts of Interest. By executing this Agreement,the Issuer hereby waives any conflicts of interest disclosed by HilltopSecurities in the Conflict Disclosures as of the date of this Agreement. C. Consent to Electronic Delivery of Disclosures. By executing this Agreement,the Issuer consents, for the full term of this Agreement, to the electronic delivery of the Conflict Disclosures at no cost to the Issuer, in lieu of delivery of hard copy. The Conflict Disclosures may be delivered by email to the Issuer at nsimon@westlake-tx.org, or at such other email address as the Issuer may hereafter provide in writing to HilltopSecurities. SECTION V MISCELLANEOUS A. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of the State of Texas. B. BindinE Effect; Assi�nment. This Agreement shall be binding upon and inure to the benefit of the Issuer and HilltopSecurities, their respective successors and assigns; provided however, neither party hereto may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party. C. Entire Agreement. This instrument,including all appendices hereto,contains the entire agreement between the parties relating to the rights herein granted and obligations herein assumed.Any oral or written representations or modifications concerning this Agreement shall be of no force or effect except for a subsequent modification in writing signed by all parties hereto,subject to the provisions of paragraph D of Section I hereof. Signature page follows 8 HILLTOP SECURITIES INC. TOWN OF WESTLAKE] By: By: Nick Bulaich Title: Managin�Director Name Title: Date: 9 APPENDIX A MUNICIPAL ADVISORY SERVICES This Appendix A sets out the scope of the Municipal Advisory Services to be performed by HilltopSecurities pursuant to the Agreement, subject to the limitations in scope set out in paragraph C of Section I of the Agreement,and with the understanding that: (a) Individual actions taken within this scope shall be consistent with any request or direction provided by an authorized representative of the Issuer or as HilltopSecurities determines to be necessary or appropriate in furtherance of any matter for which it serves as municipal advisor. However, not all listed activities will be appropriate, necessary or applicable to any particular matter subject to this Agreement. (b) For purposes of this Agreement, an issuance of municipal securities (an "issuance") shall encompass any and all stages in the life of an issuance, from the pre-issuance planning stage to the repayment stage. I. New Issuances of Municinal Securities. At the direction of or upon the request of the Issuer, HilltopSecurities shall provide advice to the Issuer on any new issuances, including reofferings of outstanding issuances that are treated for purposes of the federal securities laws and/or federal tax laws as new issuances,throughout the term of this Agreement. The activities to be performed by HilltopSecurities may include, depending on the specific circumstances of an issuance and any request or direction of the Issuer, one or more of the following: Plannin�for New Issuance 1. Survey and Analysis. Surveying the financial resources of the Issuer in connection with its capacity to authorize, issue and service the contemplated issuance. This survey would be expected to include an analysis of any existing debt structure as compared with the existing and projected sources of revenues which may be pledged to secure payment of debt service and,where appropriate,would include a study of the trend of the assessed valuation,taxing power and present and future taxing requirements of the Issuer.In the event revenues of existing or projected facilities operated by the Issuer are to be pledged to repayment of the contemplated issuance, the survey would be expected to take into account any outstanding indebtedness payable from such revenues, additional revenues to be available from any proposed rate increases, and additional revenues resulting from improvements to be financed by the contemplated issuance, as projected by consulting engineers engaged by the Issuer. 2. Future Financings. In connection with the contemplated issuance, considering and analyzing future financing needs as projected by the Issuer's staff and consulting engineers or other experts, if any,engaged by the Issuer. 3. Recommendations.Making recommendations to the Issuer on the contemplated issuance, including such elements as the date of issue, interest payment dates, schedule of principal maturities, options for prepayment, security provisions, and such other provisions as may be appropriate. 4. Markel Information. Advising the Issuer of HilltopSecurities' view of current bond market conditions, other related forthcoming bond issues and general information (including 10 applicable economic data)which might normally be expected to influence interest rates or bidding conditions relevant to setting an appropriate date and time for the sale of the issuance. 5. Eleclions. In the event it is necessary to hold an election to authorize the contemplated issuance,assisting in coordinating the assembly of such data as may be required for the preparation of necessary petitions, orders, resolutions, ordinances, notices and certificates in connection with the election, including assistance in the transmission of such data to the Issuer's bond counsel. Debt Management and Financial Implementation for New Issuance 6. Met/:od of Sale. Evaluating the particular financing being contemplated, giving consideration to the complexity, market acceptance, rating, size and structure in order to make a recommendation as to an appropriate method of sale,and: a. If the issuance is to be sold by a competitive sale: (1) Supervising the sale of the municipal securities; (2) Disseminating information to prospective bidders, organizing such informational meetings as may be necessary, and facilitating prospective bidders' efforts in making timely submission of proper bids; (3) Assisting the staff of the Issuer in coordinating the receipt of bids,the safekeeping of good faith checks and the tabulation and comparison of submitted bids; (4) Advising the Issuer regarding the best bid and provide advice regarding acceptance or rejection of the bids; and (5) Obtaining CUSIP numbers on behalf of the Issuer. b. If the issuance is to be sold by negotiated sale: (1) Recommending for the Issuer's final approval and acceptance one or more investment banking firms, as sole underwriter or as managers of an underwriting syndicate, for the purpose of negotiating the purchase of the municipal securities; (2) Cooperating with and assisting any selected sole or managing underwriter and its counsel, as well as any disclosure counsel retained by the Issuer, in connection with the preparation of any preliminary or final official statement or offering memorandum. HilltopSecurities will cooperate with and assist the underwriters in the preparation of a bond purchase contract,an underwriters' agreement and other related documents; (3) Assisting the staff of the Issuer in the safekeeping of any good faith checks and providing a cost comparison to the then-current market of expenses, interest rates and prices which are proposed by the underwriters; (4) Advising the Issuer on the fairness of the price offered by the underwriters; 11 (5) Advising the Issuer in connection with any terms and conditions it may wish to establish with respect to order priorities and other similar matters relating to the underwriting of the new issuance; (6) If the new issuance will have a retail order period, advising the Issuer on retail eligibility criteria and other features of the retail order period and reviewing information provided by the underwriters to the Issuer in connection with retail orders received;and (7) At the request of the Issuer, reviewing required disclosures by underwriters to the Issuer relating to their role as underwriter, conflicts of interests, material terms and risks of the issuance, and any other matters, and providing any appropriate advice to the Issuer in connection with such disclosures. 7. Offering Documeiits for Competitive Offerings. Coordinating the preparation of the notice of sale and bidding instructions,preliminary official statement(including cooperating with and assisting any disclosure counsel retained by the Issuer), official bid form and such other documents as may be required and submitting all such documents to the Issuer for examination, approval and certification. After such examination, approval and certification, HilltopSecurities shall provide the Issuer with a supply of all such documents sufficient to its needs and distribute sets of the same to prospective bidders for the municipal securities. HilltopSecurities also shall provide copies of the final official statement to the winning bidder purchasing the municipal securities in the MSRB-designated electronic format and in accordance with the notice of sale and bidding instructions promptly after the Issuer approves the final official statement for distribution. 8. Credit Ratings. Making recommendations to the Issuer on the advisability of obtaining one or more credit ratings for the issuance and, when directed by the Issuer, coordinating the preparation of such information as may be appropriate for submission to any rating agency.In those cases where the advisability of personal presentation of information to a rating agency may be indicated,HilltopSecurities will arrange for such personal presentations,utilizing such composition of representatives from the Issuer as may be approved or directed by the Issuer. 9. Trustee, Payi�:g Agent, Registrar, Professionals and Ot/ier Transaction Participanfs. Upon request, providing advice to the Issuer in the selection of a trustee and/or paying agent/registrar, legal, accounting or other professionals, and other transaction participants relating to any issuance, and assisting in the negotiation of agreements pertinent to these services and the fees incident thereto. 10. Financial Publicatio�is. When appropriate, advising financial publications of the forthcoming sale of the municipal securities and providing them with all pertinent information. 11. Consultants.After consulting with and receiving directions from the Issuer,arranging for such reports and opinions of recognized independent consultants as may be appropriate for the successful marketing of the issuance. 12. Auditors. In the event formal verification by an independent auditor of any calculations incident to the issuance is required,making arrangements for such services. 12 13. Issuer Meetings. Attending meetings of the governing body of the Issuer, its staff, representatives or committees as requested when HilltopSecurities may be of assistance or service and matters within the scope of this engagement are to be discussed. 14. Printing.To the extent authorized by the Issuer,coordinating all work incident to printing or final production,physical or electronic,of the offering documents. 15. Bonrl Cou�zsel. Maintaining liaison with bond counsel in the preparation of all legal documents pertaining to the authorization, sale and issuance of the municipal securities. 16. Cl:anges in La►vs.Providing to the Issuer copies ofproposed or enacted changes in federal and state laws, rules and regulations having, or expected to have, a significant effect on the municipal bond market of which HilltopSecurities becomes aware in the ordinary course of its business, it being understood that HilltopSecurities does not and may not act as an attorney for, or provide legal advice or services to,the Issuer. 17. De[ivery of tlie Municipal Securities. As soon as a bid for the purchase of a competitive issuance is accepted by the Issuer or the bond purchase contract for a negotiated issuance is signed by the Issuer, coordinating the efforts of all concerned to the end that the municipal securities may be delivered and paid for as expeditiously as possible and assisting the Issuer in the preparation or verification of final closing figures incident to the delivery of the municipal securities. 18. Debt Service Scliedule;AutJiorizing Resolution.After the closing ofthe sale and delivery of the issuance, delivering to the Issuer a schedule of annual debt service requirements for the issuance and, in coordination with bond counsel, assuring that the paying agent/registrar and/or trustee has been provided with a copy of the authorizing ordinance,order or resolution. 19. Continuing Disclosure. Providing advice to the Issuer with regard to its continuing disclosure undertakings for its new issuances and its selection of a dissemination agent under its continuing disclosure undertakings; provided that, upon the mutual agreement of the Issuer and HilltopSecurities, HilltopSecurities may serve as dissemination agent under one or more of the Issuer's continuing disclosure undertakings upon such terms as the parties shall agree, with such service as dissemination agent being expressly excluded from the scope of this Agreement. II. Baseline Advice on Outstandin� Issuances of Municipal Securities. HilltopSecurities shall provide baseline on-going advice to the Issuer on any outstanding issuances throughout the term of this Agreement,which may include,depending on the specific circumstances of such issuance and any reGuest or direction of the Issuer: 1. Exercising Calls. Providing advice and assistance to the Issuer with regard to exercising any calls of outstanding municipal securities unrelated to a refunding of such securities. 2. Refundings and Tender Offers. Providing advice to the Issuer with regard to opportunities for refundings of outstanding issuances or to make tender offers for outstanding issuances,whether by means of a new issuance, bank loans, or other funds of the Issuer, but not including serving as advisor in connection with the specific transaction through which such refunding or tender offer is effected. Transaction-based advice in connection with a specific new issuance of bonds to effectuate any such refunding or tender offer would be provided within the scope of Municipal Advisory Services for new issuances described in Section I above. Transaction-based advice in 13 connection with a specific bank loan or other transaction to effectuate any such refunding or tender offer, other than by means of a new issuance of bonds would be provided pursuant to a separate agreement as described in Section IV below. 3. Contiizuii:g Disclosure. Providing advice to the Issuer with regard to continuing disclosure undertakings for outstanding issuances; processes, policies and procedures to comply with continuing disclosure undertakings; and coordination of continuing disclosure obligations arising from different continuing disclosure undertakings for its various issuances. However, the preparation of continuing disclosure documents, other than in the capacity of dissemination agent under a continuing disclosure undertaking, would be provided within the scope of other services described in Section V. below. III. Particularized Services on Outstandins Issuances of Municinal Securities. HilltopSecurities may provide to the Issuer certain additional advisory or related services in connection with particular outstanding issuances or matters affecting multiple outstanding issuances throughout the term of this Agreement,which may include, depending on the specific circumstances of such issuance and any request or direction of the Issuer: 1. Otlier Post-Sale Services. Reviewing the transaction features and documentation of outstanding issuances with legal counsel for the Issuer, bond counsel, auditors and other experts and consultants retained by the Issuer and assisting in developing appropriate responses to legal processes,audit procedures,inquiries,internal reviews and similar matters,or other services related to one or more outstanding issuances as may be agreed to by the Issuer and HilltopSecurities. 2. Brokerage of Municipal Escro►v Investments. At the request of the Issuer, brokering the purchase of municipal escrow investments in connection with a refunding of an outstanding issuance, together with any recommendations by HilltopSecurities (but not by Hilltop Securities Asset Management,LLC as an investment adviser)with respect to such brokerage. IV. Services as Independent Re�istered Municinal Advisor ("IRMA"). At the written request of the Issuer, HilltopSecurities shall, as the Issuer's IRMA, review and provide advice to the Issuer in connection with any recommendations, proposals, ideas or matters suggested or otherwise communicated by a third party to the Issuer with respect to the same aspects of the issuance of municipal securities or municipal financial products that are within the scope of Municipal Advisory Services. There are no aspects of the issuance of municipal securities or municipal financial products that are outside the scope of Municipal Advisory Services set forth in this Appendix. V. Other Services Relating to Municipal Securities. HilltopSecurities agrees to make available to the Issuer other services relating to municipal securities,when so requested by the Issuer and subject to the agreement by Issuer and HilltopSecurities regarding the specific requirements with respect to such services, which requirements shall be made part of the scope of Municipal Advisory Services and included in this Appendix as an amendment or addendum,which services may include,without limitation: 1. Capital Improvement Programs. Providing advice and assistance in the development of any capital improvement programs of the Issuer. 2. Long-Range Planning. Providing advice and assistance in the development of other long- range financing plans of the Issuer. 14 APPENDIX B FORM AND BASIS OF COMPENSATION This Appendix B sets out the form and basis of compensation to HilltopSecurities for the Municipal Advisory Services provided under this Agreement as set forth in Appendix A; provided that the compensation arrangements set forth in this Appendix B shall also apply to any additional services hereafter added to the scope of the Municipal Advisory Services,unless otherwise provided in the amendment to the Agreement relating to such change in scope of Municipal Advisory Services as provided in paragraph D of Section I of the Agreement. I. New Issuances of Munici�al Securities. The fees due HilltopSecurities in connection with the Municipal Advisory Services set forth in Section I of Appendix A hereto for each new issuance of municipal securities will not exceed those contained in our fee schedule as listed below: $15,000 for the first�1,000,000 of bonds issued plus$5.00 per$1,000 for the next$4,000,000 of bonds issued plus$2.50 per$1,000 thereafter] The above charges shall be multiplied by 1.25 for an issuance of municipal securities for which HilltopSecurities participates in the completion of an application to a federal or state govemment agency or for the issuance of revenue bonds(not including debt obligations as contemplated in Section VII of this appendix),refunding bonds or variable rate bonds,reflecting the additional services required. The payment of charges as set forth in this Section I for new issuances shall be contingent upon the delivery of the new issuance and shall be due at the time that the municipal securities are delivered. II. Baseline Advice on Outstandin�Issuances of Municinal Securities. There shall be no additional fees due HilltopSecurities in connection with the Municipal Advisory Services set forth in Section II of Appendix A hereto,with the understanding that such services are integral to HilltopSecurities' engagement as municipal advisor to the Issuer and HilltopSecurities shall be compensated for such services through and as part of the fees paid for the other services provided by HilltopSecurities hereunder. III. Particularized Services on Outstandin�Issuances of Municinal Securities. In connection with Other Post-Sale Services described in Section III of Appendix A hereto, HilltopSecurities shall provide these services at no additional cost. In connection with the brokerage of municipal escrow investments described in Section III of Appendix A hereto, HilltopSecurities shall charge a commission that is normal and customary for investments of that type under then-current market conditions and shall disclose such commission to the Issuer so that the Issuer may consider the information in making its investment decision. IV. Third-Partv Recommendations, Proaosals, Ideas or Other Matters as IRMA. In connection with its review of and advice on third-party recommendations to Issuers as an IRMA as described in Section IV of Appendix A hereto,HilltopSecurities shall provide these services at no additional cost. V. Other Services Relatin�to Municinal Securities. In connection with any services described in Section V of Appendix A hereto requested by the Issuer and agreed to by HilltopSecurities, the fees due with respect to any such services shall be as agreed to by the parties hereto,which terms shall be made part of the compensation provided under this Agreement and shall be included in this Appendix as an amendment or addendum hereto. 16 VI. Exuenses. The Issuer shall be responsible for the following expenses in connection with the Municipal Advisory Services (including any additional services hereafter added to the scope of the Municipal Advisory Services), if and when applicable, whether they are charged to the Issuer directly as expenses or charged to the Issuer by HilltopSecurities as reimbursable expenses: bond counsel fees and expenses, bond printing costs, bond ratings fees and expenses, computer structuring costs, credit enhancement fees and expenses, accountant fees for verifications and related activities in connection with refundings, official statement preparation and printing, paying agent/registrar/trustee fees and expenses, travel expenses, underwriter and underwriter's counsel fees and expenses, and other miscellaneous expenses incurred by HilltopSecurities in the furtherance of any matter for which it serves as municipal advisor, including copy, delivery, phone and other charges normally incurred in connection with engagements of this type. The Issuer agrees that any expense that it requests that HilltopSecurities pay to any third party on the Issuer's behalf shall be made in writing and shall be in accordance with paragraph C of Section III of the Agreement. The payment of reimbursable expenses that HilltopSecurities has assumed on behalf of the Issuer shal]NOT be contingent upon the delivery of a new issuance of municipal securities or the completion of any other transactions for which such expenses have been assumed and shall be due at the time that services are rendered and payable upon receipt of an invoice therefor submitted by HilltopSecurities, unless otherwise provided for in any amendment or addendum hereto in connection with the compensation arrangements for any services provided under the Agreement for which such amendment or addendum is required. VII. Develoament Services and Development Debt Instruments.Upon request,HilltopSecurities will assist the Issuer in structuring and securing for any development of real property(the "Development")one or more economic incentive program(s) as described in a development agreement for the Development ("Development Agreement") entered into between the Issuer and a properiy owner, developer, and/or development district(a"Program"). Recognizing the expertise that HilltopSecurities possesses regarding economic incentive programs,the fee for assisting the Issuer with reviewing,analyzing and structuring land developments and land development agreements shall be: (i) a nonrefundable upfront cash payment of$25,000,payable prior to commencement of the work outlined in the Scope of Services and Appendix A("Base Fee")and this fee is credited against the fee due to HilltopSecurities as shown in Section VII(ii)below,and (ii) a fee of the greater of$50,000 or 2.0%of the par amount of any bonds, less the Base Fee, or any other debt obligations issued by the Issuer or by an entity under the Issuer's control for the benefit of the development(this Development related financial advisory fee will apply to any sales tax revenue bonds, contract revenue bonds or special revenue bonds that are issued, including any refunding bonds, as long as such bonds and/or debt obligations are related to a Program as defined above; provided, however, this fee will not apply to any traditional new issuance of municipal securities as it relates to typical transactions for this type of issuer for which HilltopSecurities shall receive fees as described in Section I of Appendix B). HilltopSecurities shall be entitled to reimbursement for reasonable expenses in connection with providing the above-referenced Development consulting services to the Issuer. Expenses shall be reimbursed within thirty(30)days after receipt of a detailed invoice therefor submitted by HilltopSecurities. Expenses related to Development Services are not contingent upon a Program being agreed to or a transaction being completed. 17 APPENDIX C MUNICIPAL ADVISOR DISCLOSURE STATEMENT This disclosure statement("Conflict Disclosures") is provided by Hilltop Securities Inc. ("the Firm")to you(the"Client")in connection with our current municipal advisory agreement,("the Agreement")..These Conflict Disclosures provide information regarding conflicts of interest and legal or disciplinary events of the Firm that are required to be disclosed to the Client pursuant to MSRB Rule G-42(b)and(c)(ii). PART A—Disclosures of Conflicts of Interest MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or potential material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable. Material Conflicts of lirterest—The Firm makes the disclosures set forth below with respect to material conflicts of interest in connection with the Scope of Services under the Agreement with the Firm,together with explanations of how the Firm addresses or intends to manage or mitigate each conflict. General Mitigations— As general mitigations of the Firm's conflicts, with respect to all of the conflicts disclosed below, the Firm mitigates such conflicts through its adherence to its fiduciary duty to Client, which includes a duty of loyalty to Client in performing all municipal advisory activities for Client. This duty of loyalty obligates the Firm to deal honestly and with the utmost good faith with Client and to act in Client's best interests without regard to the Firm's financial or other interests. In addition,because the Firm is a broker-dealer with significant capital due to the nature of its overall business, the success and profitability of the Firm is not dependent on maximizing short-term revenue generated from individualized recommendations to its clients but instead is dependent on long-term profitability built on a foundation of integrity, quality of service and strict adherence to its fiduciary duty. Furthermore, the Firm's municipal advisory supervisory structure,leveraging our long-standing and comprehensive broker-dealer supervisory processes and practices, provides strong safeguards against individual representatives of the Firm potentially departing from their regulatory duties due to personal interests. The disclosures below describe, as applicable,any additional mitigations that may be relevant with respect to any specific conflict disclosed below. I. Affiliate Conflict. The Firm, directly and through affiliated companies, provides or may provide services/advice/products to or on behalf of clients that are related to the Firm's advisory activities within the Scope of Services outlined in the Agreement. Hilltop Securities Asset Management(HSAM), a SEC- registered affiliate of the Firm, provides post issuance services including arbitrage rebate and treasury management. The Firm's arbitrage team verifies rebate and yield restrictions on the investments of bond proceeds on behalf of clients in order to meet IRS restrictions. The treasury management division performs portfolio management/advisor services on behalf of public sector clients. The Firm,through affiliate First Southwest Advisory,provides a multi-employer trust tailor-made for public entities which allows them to prefund Other Post-Employment Benefit liabilities. The Firm has a structured products desk that provides advice to help clients mitigate risk though investment management,debt management and commodity price risk management products. These products consist of but are not limited to swaps(interest rate, currency, commodity), options, repos, escrow structuring and other securities. Continuing Disclosure services provided by the Firm work with issuers to assist them in meeting disclosure requirements set forth in SEC rule 15c2-12. Services include but are not limited to ongoing maintenance of issuer compliance,automatic tracking of issuer's annual filings and public notification of material events. The Firm administers two 18 government investment pools for Texas governments;the Short-Term Asset Reserve Fund(TexSTAR)and the Local Government Investment Cooperative(LOGIC). These programs offer Texas government entities investment options for their cash management programs based on the entities specific needs. The Firm and the aforementioned affiliate's business with a client could create an incentive for the Firm to recommend to a client a course of action designed to increase the level of a client's business activities with the affiliates or to recommend against a course of action that would reduce or eliminate a client's business activities with the affiliates. This potential conflict is mitigated by the fact that the Firm and affiliates are subject to their own comprehensive regulatory regimes. II. PlainsCa�ital Bank Affiliate Conflict. The Firm, directly and through affiliated companies, provides or may provide services/advice/products to or on behalf of clients that are related to the Firm's advisory activities within the Scope of Services outlined in the Agreement. Affiliate, PlainsCapital Bank, provides banking services to municipalities including loans and custody. The Firm and the aforementioned affiliate's business with a client could create an incentive for the Firm to recommend to a client a course of action designed to increase the level of a client's business activities with the affiliates or to recommend against a course of action that would reduce or eliminate a client's business activities with the affiliates. This potential conflict is mitigated by the fact that the Firm and affiliates are subject to their own comprehensive regulatory regimes. III. Other Munici�al Advisor or Underwriting Relationshins. The Firm serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of Client. For example, the Firm serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to Client. These other clients may, from time to time and depending on the specific circumstances,have competing interests,such as accessing the new issue market with the most advantageous timing and with limited competition at the time of the offering. In acting in the interests of its various clients,the Firm could potentially face a conflict of interest arising from these competing client interests.In other cases,as a broker-dealer that engages in underwritings of new issuances of municipal securities by other municipal entities, the interests of the Firm to achieve a successful and profitable underwriting for its municipal entity underwriting clients could potentially constitute a conflict of interest if, as in the example above, the municipal entities that the Firm serves as underwriter or municipal advisor have competing interests in seeking to access the new issue market with the most advantageous timing and with limited competition at the time of the offering.None of these other engagements or relationships would impair the Firm's ability to fulfill its regulatory duties to Client. IV. Secondary Market Transactions in Client's Securities. The Firm,in connection with its sales and trading activities, may take a principal position in securities, including securities of Client, and therefore the Firm could have interests in conflict with those of Client with respect to the value of Client's securities while held in inventory and the levels of mark-up or mark-down that may be available in connection with purchases and sales thereo£ In particular, the Firm or its affiliates may submit orders for and acquire Client's securities issued in an Issue under the Agreement from members of the underwriting syndicate, either for its own account or for the accounts of its customers. This activity may result in a conflict of interest with Client in that it could create the incentive far the Firm to make recommendations to Client that could result in more advantageous pricing of Client's bond in the marketplace. Any such conflict is mitigated by means of such activities being engaged in on customary terms through units of the Firm that operate independently from the Firm's municipal advisory business, thereby reducing the likelihood that such investment activities would have an impact on the services provided by the Firm to Client under this Agreement. 19 V. Broker-Dealer and Investment Advisory Business. The Firm is dually registered as a broker- dealer and an investment advisor that engages in a broad range of securities-related activities to service its clients,in addition to serving as a municipal advisor or underwriter. Such securities-related activities,which may include but are not limited to the buying and selling of new issue and outstanding securities and investment advice in connection with such securities, including securities of Client,may be undertaken on behalf of, or as counterparty to, Client, personnel of Client, and current or potential investors in the securities of Client.These other clients may,from time to time and depending on the specific circumstances, have interests in conflict with those of Client, such as when their buying or selling of Client's securities may have an adverse effect on the market for Client's securities,and the interests of such other clients could create the incentive for the Firm to make recommendations to Client that could result in more advantageous pricing for the other clients. Furthermore,any potential conflict arising from the firm effecting or otherwise assisting such other clients in connection with such transactions is mitigated by means of such activities being engaged in on customary terms through units of the Firm that operate independently from the Firm's municipal advisory business,thereby reducing the likelihood that the interests of such other clients would have an impact on the services provided by the Firm to Client. VI. Compensation-Based Conflicts. Fees that are based on the size of the issue are contingent upon the delivery of the Issue. While this form of compensation is customary in the municipal securities market, this may present a conflict because it could create an incentive for the Firm to recommend unnecessary financings or financings that are disadvantageous to Client, or to advise Client to increase the size of the issue. This conflict of interest is mitigated by the general mitigations described above. Fees based on a fixed amount are usually based upon an analysis by Client and the Firm of, among other things,the expected duration and complexity of the transaction and the Scope of Services to be performed by the Firm. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, the Firm may suffer a loss. Thus, the Firm may recommend less time-consuming alternatives,or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by the general mitigations described above. Houi�ly fees are calculated with, the aggregate amount equaling the number of hours worked by Firm personnel times an agreed-upon hourly billing rate.This form of compensation presents a potential conflict of interest if Client and the Firm do not agree on a reasonable maximum amount at the outset of the engagement, because the Firm does not have a financial incentive to recommend alternatives that would result in fewer hours worked. This conflict of interest is mitigated by the general mitigations described above. PART B—Disclosures of Information Re�ardin�Le�al Events and Disciplinary History MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events material to its client's evaluation of the municipal advisor or the integrity of the municipal advisor's management oi�advisory personnel. Accordingly,the Firm sets out below required disclosures and related information in connection with such disclosures. I. Material Le�al or Discinlinary Event. The Firm discloses the following legal or disciplinary events that may be material to Client's evaluation of the Firm or the integrity of the Firm's management or advisory personnel: 20 • For related disciplinary actions please refer to the Firm's Brol<erCheck webpage. • The Firm self-reported violations of SEC Rule 15c2-12: Continuing Disclosure. The Firm settled with the SEC on February 2, 2016. The firm agreed to retain independent consultant and adopt the consultant's finding. Firm paid a fine of$360,000. • The Firm settled with the SEC in matters related to violations of MSRB Rules G-23(c),G-17 and SEC rule 15B(c)(1). The Firm disgorged fees of$120,000 received as financial advisor on the deal,paid prejudgment interest of$22,400.00 and a penalty of$50,000.00. • The Firm entered into a Settlement Agreement with Rhode Island Commerce Corporation. Under the Settlement Agreement, the firm agreed to pay $16.0 million to settle any and all claims in connection with The Rhode Island Economic Development Corparation Job Creation Guaranty Program Taxable Revenue Bond (38 Studios, LLC Project) Series 2010, including the litigation thereto. The case, filed in 2012, arose out of a failed loan by Rhode Island Economic Development Corporation.The firm's predecessor company,First Southwest Company, LLC, was one of 14 defendants. FirstSouthwest's engagement was limited to advising on the structure, terms, and rating of the underlying bonds. Hilltop settled with no admission of liability or wrongdoing. • On April 30, 2019, the Firm entered into a Settlement Agreement with Berkeley County School District of Berkeley County, South Carolina. The case, filed in March of 2019, arose in connection with certain bond transactions occurring from 2012 to 2014, for which former employees of Southwest Securities,Inc., a predecessor company,provided financial advisory services. The Firm agreed to disgorge all financial advisory fees related to such bond transactions,which amounted to$822,966.47,to settle any and all claims, including litigation thereto. Under the Settlement Agreement, the Firm was dismissed from the lawsuit with prejudice,no additional penalty,and with no admission of liability or wrongdoing. II. How to Access Form MA and Form MA-I Filin�s. The Firm's most recent Form MA and each most recent Form MA-I filed with the SEC are available on the SEC's EDGAR system at Forms MA and MA-1. The SEC permits certain items of information required on Form MA or MA-I to be provided by reference to such required information already filed by the Firms in its capacity as a broker-dealer on Form BD or Form U4 or as an investment adviser on Form ADV,as applicable. Information provided by the Firm on Form BD or Form U4 is publicly accessible through reports generated by BrokerCheck at hctp://brol<erchecl<.f nra.oi•/,and the Firm's most recent Form ADV is publicly accessible at the Investment Adviser Public Disclosure website at httu:��w�vw.adviserinfo.sec.�ov/. For purposes of accessing such BrokerCheck reports or Form ADV, click previous hyperlinks. PART C—Future Su�plemental Disclosures As required by MSRB Rule G-42, this Municipal Advisor Disclosure Statement may be supplemented or amended,from time to time as needed,to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest described above,or to provide updated information with regard to any legal or disciplinary events of the Firm. The Firm will provide Client with any such supplement or amendment as it becomes available throughout the term of the Agreement. 21 CERTIFtCATE OF INTERESTED PART�ES �oRM 1295 1of1 Complete Nos.7.-4 and fi if there are interested pa►ties. OFFIC�USE ONLY Cornplete Nas.1,2,3,5,and 6 i�there are no interested parties. CERTIFICA714N O� FILiNG 1 Nam�of business entity fi[ing form,and the city,state and country of the business entify's place Certifcate I�umher: of business. 2019-5�t8367 Hilltop SecuriEies Inc. DallaS,TX United St�t�s Date Fiied: 2 Name of go�ernmental errtity or sfate agency that is a pariy to the contract for which the form is 10107I2019 being filed. Town of Westlake �a#e Acknowledged: 3 Provide the idenYification nlimber used by the governmental entity or sEate agency to track or idenUiy the contract,and provide a description of the services,'goods,or other property to be providad under the contract. TB D Financial Advisory Ser�ices Nature of interest 4 Name of Interested�arry Ctty,State,Couniry(piace of business) {check a�plicable) Controlfing Intermediary Alexander, Laura Dallas,TX United States X Medanich, David �allas,TX United States X Marz, Michael J Dallas,TX United 5tates X Leventhal, Laura �allas,TX United States X Edge,J Michael Dailas,TX United States X Muschaleic,John R DalEas,TX United States X Winges, M Bradley Dallas,TX United States X 5obei,Jonathar�S Daltas,TX United States X Hilltop Securities Wtotdings LLC Dallas,TX United States X 5 Check only if there is NO Interested Party. ❑ & UNSWORf�DECLARATION My name is � 'Q'.yl� , and my date of birEh is � �� My address is f.ZO� �� ,��,__ �G�1��5 ,�, � , LS.J� {street) (ciry} {state} (zip code) (country) !declare under penalty of per�ury that the foregoing is true and correct. � Executed in �l��j' ��County, State o€ ,an the�"�day of�_,20 '/ . (monfh) (year) � � �4 5ignature of auihorized agent of cantracting business e�tity (Dedarant} Forms pro�ided by Texas Ethics Commission www.ethics.state.tx.us Versian V1.7..3a6aaf7d Texas Government Code 2270 Prohibition on Boycotting Israel Certification Statement � I, Nick Bulaich, as an authorized representative of Hilltop Securities Inc., hereby certify that Hilltop Securities Inc. affirms that it does not boycott Israel and it will not boycott Israel at any time during the term of an Agreement with the Town of Westlake, Texas. //��` � �� / o Nick Bulaich, Managing Director Date Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE RegularMeeting - Consent oisriNorivE sv oEsicN Westlake Town Council Meeting Monday, November 18, 2019 ToPic: Consider entering into an Agreement between the Town of Westlake and Bracewell LLP, for the provision of bond counsel. STAFF CoNTAc'T: Noah A. Simon, Deputy Town Manager Strategic Ali�nment i i � . � . . , ; . . � � - � � Exemplary Service&Governance -We set the standard by delivering Increase Financial Fiscal Responsibility Fiscal Stewardship unparalleled municipal and Capacity/Reserves educational services at the lowest cost. Time Line- Start Date: January 1, 2020 Completion Date: Open ended Funding Amount: N/A Status - N/A Source-N/A Contract: Yes Forms: Forms 1295 &2270 EXECUTIVE SUMMARY (INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) The Town has previously used McCall, Parkhurst& Horton LLP to assist with the issuance of Bonds and review of the Entrada PID. Given the increased complexities of municipal finance in today's political and economic environment, staff evaluated the current/future development and growth impacts to the Town's finances. We have determined a need for change that allows for a more proactive legal counsel. Town staff inet with Julie Partain with Bracewell LLP, and discussed the overall bond counsel seroices, that can be provided,including expertise with water districts, legislative items, and other financial matters pertinent to the Town. Once approved,the Agreement period begins January l, 2020. Page 1 of 2 RECOMMENDATION Staff recommends approval of this item. ATTACHMENTS Resolution Form 1295 Form 2270 Agreement Page 2 of 2 TOWN OF WESTLAKE RESOLUTION 19-40 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN ENGAGEMENT AGREEMENT WITH BRACEWELL LLP RELATING TO BOND COUNSEL SERVICES. WHEREAS, The Town of Westlake, Texas (the "Town") plans to issue bonds or other obligations from time to time for various public purposes authorized by Texas statutes; and WHEREAS, the Town desires to engage competent, experienced bond counsel services for the issuance of these bonds and other obligations; and WHEREAS, Bracewell LLP (`Bracewell" or the "Firm") is a nationally recognized law firm providing bond counsel services; and WHEREAS, the Town and the Firm desire to enter into an engagement agreement (the "Engagement Agreement") that sets forth the agreement between the parties with respect to bond counsel services; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the people of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION L• 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: It is hereby found, determined and declared that there is a substantial need for Bracewell's legal services; the legal services cannot be adequately performed by the attorneys and supporting personnel of the Town; and the legal services cannot reasonably be obtained from attorneys in private practice under a contract providing only for the payment of hourly fees, without regard to the outcome of the matter,because of the nature of the matter for which the services will be obtained and the compensation for such services will be paid from the proceeds of the bonds or other obligations issued by Town. SECT�ION 3: The Town Council of the Town (the "Town Council") approves the Engagement Agreement by and between the Town and Bracewell in substantially the form attached hereto as Exhibit A, with such changes as may be approved by the Mayor or Town Manager, and the Mayor or Town Manager is hereby authorized to execute such Engagement Agreement and this Resolution and the Town Secretary may attest such signature. SECTION 4: It is hereby found, determined, and declared that a sufficient written notice of the date, hour, place, and subject of this meeting of the Town Council was posted at the location and the time required by law preceding this meeting, as required by the Open Meetings Act, Resolurion 19-40 Page 1 of 2 Chapter 551, Texas Government Code, and that this meeting has been open to the public as required by law at all times during which this Resolution and the subject matter thereof has been discussed, considered and formally acted upon. It is further found, determined and declared that sufficient written notice of the Engagement Agreement was posted as required by Chapter 2254, TeXas Government Code. The Town Council further ratifies, approves and confirms such written notices and the contents and posting thereof. SECTION 5: 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 6: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 18TH DAY OF NOVEMBER 2019. ATTEST: Laura Wheat, Mayor Tanya Morris, Assistant to the Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolurion 19-40 Page 2 of 2 November 18, 2019 Honorable Mayor and Town Council Members Town of Westlake,Texas 1500 Solana Blvd, Bldg 7, Suite 7200 Westlake,TX 76262 Dear Honorable Mayor and Town Council Members: We are pleased to set forth in this letter the terms of our engagement as bond and finance counsel for the Town of Westlake, Texas (the "Town") in connection with its issuance from time to time of bonds and other debt instruments, and such other general finance matters as may be referred to us from time to time. We appreciate the confidence you have shown in Bracewell LLP ("Bracewell" or "Firm") and look forward to this opportunity to represent your interests. It is our practice to confirm the terms and conditions of our engagements, and that is the purpose of this Engagement Letter and the attached Terms of Engagement. This engagement has been approved by Bracewell subject to the conditions described in this letter. Scope of En�a�ement We agree that our services as Bond Counsel will include the following services: 1. Attendance at all meetings of the Town as required or requested in connection with the planning and authorization of Bonds, including consultation on federal income tax matters; 2. Preparation of the ordinances of the Town authorizing issuance of Bonds, together with all other legal documents comprising the transcript of proceedings for authorization and issuance of Bonds and other debt instruments; 3. Preparation of and submission to the Attorney General of Texas of a transcript of proceedings for the Bonds to obtain the approval of the Attorney General and registration of the Bonds by the Comptroller of Public Accounts of Texas; 4. Preparation and filing of legal documents required under federal income tax law for the Bonds, and the preparation of and delivery to the Town of a Letter of Instructions with respect to the federal income tax treatment of Certificate proceeds; Julie M. Partain T:+1.214.758.1606 F:+1.800.404.3970 Counsel 1445 Ross Avenue,Suite 3800,Dallas,Texas 75202-2724 julie.partain@bracewell.com bracewell.com Honorable Mayor and Town Council Members November 18, 2019 Page 2 5. Representation of the Town at the closing of the sale of the Bonds, including preparation of all closing documents; and 6. If appropriate, the delivery at closing of our approving opinion as to the validity of the Bonds under Texas law, and the exclusion of interest on the Bonds from gross income of the holders under federal income tax law. The services outlined above do not include such matters as services as disclosure counsel in connection with the sale of the Bonds, work on post closing federal tax or disclosure issues, obtaining IRS rulings or clarifications of federal tax law, presentations to rating agencies or bond insurers, or "blue sky" or securities registration services. We will be pleased to provide legal services in connection with any matters not included in paragraphs 1 through 6 above, but we believe that such additional services, if requested by the Town, should be the subject of an addendum to this letter or a separate letter of engagement. Our representation of the Town with respect to Bonds will end upon the closing for the Bonds. This Engagement Letter may be supplemented to reflect new matters or issues that deviate from the current engagement in scope, billing arrangements, complexity, risk, or that otherwise require a substantial change in terms and conditions. The Terms of Engagement, however, will govern all projects and engagements for Client. Fees, Expenses and Billin�with Respect to Services Our fees with respect to the Bonds shall be payable at the time of delivery of the Bonds to the purchaser thereof outlined in Exhibit A. Occasionally, the Town may request us to perform miscellaneous legal services not related to a specific issue of the Bonds, including assisting the Town with economic development projects or drafting of various agreements. We propose that such services be performed on an hourly basis according to our discount hourly rates charged to other clients and billed monthly. Conflicts of Interest: Applicable Standard For purposes of evaluating conflicts of interests, you acknowledge that Bracewell relies upon the Texas Disciplinary Rules of Professional Conduct. Bracewell may represent other clients that may be adverse to your interests in substantially unrelated matters, and it may represent other clients within the same industry. Alternative Dispute Resolution Disputes arising under or pertaining to this engagement shall be resolved, if possible, by a non- binding mediation conducted by a mutually acceptable mediator at a location acceptable to the Town and Bracewell. The mediation process may be initiated by a written request with a list of acceptable mediators and site for the proceeding. Conclusion You are encouraged to discuss the terms of this engagement letter with the independent counsel of your choice. Please call me if you wish to discuss any aspect of this engagement. Honorable Mayor and Town Council Members November 18, 2019 Page 3 If this Engagement Letter, including the provisions in the attached Terms of Engagement, correctly reflects your understanding of the terms and conditions of our representation, please sign the enclosed copy of this letter in the space provided and return one original to Bracewell. Thank you again for the opportunity to represent you in this matter. Very truly yours, Bracewell LLP By: Name: Julie Melton Partain Attachments AGREED AND ACCEPTED: TOWN OF WESTLAKE,TEXAS By: Its: Date: EXHIBIT A Bond Counsel Fees Relating to Routine Debt Issues for the Town of Westlake,Texas ProceedsofBonds Fee First$15 million $20,000 minimum fee Next$15 million $20,000 plus $1.15 per $1,000 of proceeds in excess of$15 million $30 million -$50 million $40,000 plus $1.00 per $1,000 of proceeds in excess of$30 million Over$50 million $55,000 plus $.85 per$1,000 of proceeds and in excess of$50 million Fees for refundings will be based on the same schedule times 1.30 Variable Rate Bonds (with third party credit or liquidity enhancement) Same as above, plus an amount to be agreed upon in advance based on complexity of each transaction. Bond Election Hourly rates not exceeding a total of $15,000 to be added to the initial bond issue following such election. Texas Water Development Board Transactions Same as above, plus $7,500 for CWSRF, DWSRF and WIF Bond issues. For State Participation Program applications and Master Agreements, fees shall be based on discounted hourly rates with such fees not to exceed $30,000. For other TWDB Bond issues, fees to be agreed upon in advance based on complexity of each transaction. Other Matters When and as requested and with the fees to be agreed upon in advance. PUBLIC IMPROVEMENT DISTRICT FINANCINGS Hourly Services Fees For fees relating to the creation of a public improvement district (a "PID") and levy of assessments, including the negotiation of development or financing agreements we will bill the Town based a fee separate from our bond counsel fee for PID Bonds and based on our hourly billing rates. We will negotiate the amount of such fee at the outset of each PID financing. Although the Town remains primarily responsible for the timely payment of all invoices, we acknowledges that the Town may require a third party developer to pay a portion of our legal fees, other than PID BOND fees, related to a PID financing. Invoices will be delivered to the Town. The Town is our only client in this engagement; no attorney-client or other relationship exists between us and any third party developer and no third-party developer will have any authority as to the performance of this engagement. The Town understands and consents to the payment of our fees and expenses by a third party developer to the extent negotiated by the Town. PID Bond Counsel Fees For our services as bond counsel in connection with the authorization, issuance and sale of any PID Bonds, the Town will pay us, solely from the proceeds of sale of each issue or installment of the PID Bonds, an amount equal to 1) 2%of the first$5,000,000 in principal amount of such PID Bonds; and 2) 1.5% of the principal amount of such PID Bonds above $5,000,000 in principal amount of such PID Bonds. This above fee schedule shall be applicable to each separate issue or installment of the PID Bonds but shall only be due with respect to PID Bonds actually issued, sold and delivered. Our fee for bond counsel services for any separate issue or installment of the PID Bonds shall not be less than $50,000. Our fee for serving as bond counsel on any issue of refunding PID Bonds will be 1% of the principal amount of such PID Bonds, but not less than $35,000. BRACEWELL LLP TERMS OF ENGAGEMENT Introduction These are the Terms of Engagement adopted by Bracewell LLP ("Bracewell") and the addressee of the preceding Engagement Letter ("Client") and referred to in our Engagement Letter as the basis for our representation. Because they are an integral part of our agreement to provide representation, we ask that you review this document carefully and retain it for your files. If you have any questions after reading it, please promptly inform your principal contact at the Firm. Client of the Firm Because Bracewell has been engaged to represent the Client only, the engagement does not include the Client's family members, affiliated or related entities, or their respective individual officers, directors, partners, equity owners or employees. Unless otherwise specifically stated in the Engagement Letter, our representation does not include any parent, subsidiary, or affiliated entity; employee, officer, director, shareholder, member or partner of an entity; or, any commonly owned entity. For any trade association, our representation does not include any member of the trade association; and for individuals, our representation does not include any employer, partner, spouse, sibling, or other family member. In the event we are asked to undertake representation of any other entity in connection with this engagement, we will do so only by agreement defined in the Engagement Letter. By execution of the Engagement Letter, Client consents to Bracewell's use of the name and a generic description of the transaction in Bracewell marketing materials. Confidential Client information will not be included in such materials. Our Relationship with Others and Conflicts of Interest Conflict of Interest is a concern for Bracewell and its clients. We attempt to identify actual and potential conflicts at the outset of each engagement. Unfortunately, conflicts sometimes arise or become apparent after work begins on an engagement. When that happens, we will do our best to address and resolve the situation in the manner that best serves the interests of all of our affected clients. Client and Bracewell agree that matters relating to legal ethics and professionalism, including Conflicts of Interest, will be resolved by the Texas Disciplinary Rules of Professional Conduct. Bracewell accepts this engagement on the understanding that our representation of you will not preclude us from accepting another engagement from a new or existing client provided that (1) such engagement is not substantially related to the subject matter of services we provide to you and (2) such other engagement would not impair the confidentiality of related client information. Staffin�the Proiect In most cases, one attorney will be your primary contact. In order to provide you with the expertise of our firm, and to provide services on a cost effective basis, that attorney will delegate parts of your work to other lawyers, paralegals and professionals. Billin�Arran�ements and Terms of Pavment Fees for professional services and expenses are not contingent on the outcome of the project, unless expressly stated in the Engagement Letter. Unless expressly stated in the Engagement Letter, Bracewell issues invoices on a periodic basis, normally each month, for fees and expenses. Invoices are due on receipt and are considered past due 30 days after receipt. Clients frequently ask us to estimate the fees and other charges they are likely to incur in connection with a particular matter. Any estimate is based on professional judgment and facts and circumstances that appear at the time. As such, any estimate is subject to the understanding that, unless we agree otherwise in writing, it does not represent a maximum, minimum, or fixed-fee quotation. The ultimate cost frequently is more or less than the amount estimated. It may be necessary for us to retain third parties, such as consultants, experts and investigators, in order to represent you adequately. In that event,you will be responsible for the prompt payment of the invoices of those third parties. Although we may advance third-party disbursements in reasonable amounts, we will ask you to pay larger third-party invoices (usually those over $500) directly to the third party providing the services. If the representation will require a concentrated period of activity, such as a trial, arbitration, or hearing, we reserve the right to require the payment of all amounts owed and the prepayment of the estimated fees and expenses to be incurred in completing the trial, arbitration, or hearing, as well as arbitration fees likely to be assessed. If you fail to pay timely the estimated fees and expenses, we will have the right to cease performing further work and the right to withdraw from the representation, subject to any applicable rules of court or other applicable tribunal. Although an insurer's payment of defense costs may be applied to billings of the firm, the payment obligation remains with you. Failure of any insurer to pay all or part of the billings for this project does not relieve you from the obligation to pay billings in full and in a timely manner. Taxes The Client agrees that all payments under the Engagement Letter shall be payable to Bracewell in U.S. Dollars, free and clear of any and all present and future taxes, levies, imposts, duties, deductions, withholdings, fees, liabilities and similar charges (the "Taxes"). If any Taxes are required to be withheld or deducted from any amount payable under the Engagement Letter, then the amount payable under the Engagement Letter shall be increased to the amount which, after deduction from such increased amount of all Taxes required to be withheld or deducted therefrom, will yield to Bracewell the amounts stated to be payable to Bracewell under the Engagement Letter. 2 Termination Because Bracewell has been engaged to provide services in connection with the representation specifically defined in our Engagement Letter, the attorney-client relationship terminates upon our completion of those services. You may terminate the engagement at any time, with or without cause, by notifying us in writing. The firm also can terminate the engagement before the completion of its representation of you in the specified matter if(a) the continued representation would result in a violation of the applicable rules of professional conduct or other law; (b) the termination can be accomplished without material adverse effect on your interests; (c) you persist in a course of action that Bracewell reasonably believes is criminal or fraudulent, or you have used our services to perpetrate a crime or fraud, (d) the firm has a fundamental disagreement with the objective or tactics in this engagement; (e) you deliberately and substantially fail to discharge an obligation regarding this engagement, including the payment of fees and expenses and the duty of cooperation as provided in the Terms of Engagement; or (f) other good cause for termination exist. In the event that the firm intends to terminate the engagement, the firm will give reasonable notice and allow you access to your files relating to this engagement. For purposes of this Engagement Letter, this engagement terminates upon written notice of termination by Client or by Bracewell. The termination of our services will not affect your responsibility for payment of legal services rendered and other charges incurred before termination and in connection with an orderly transition of the project. After completion of the representation, however, changes may occur in the applicable laws or regulations that could affect your future rights and liabilities in regard to the matter. Bracewell has no continuing obligation to give advice with respect to any future legal developments that may relate to the project. Retention of Client Files Client files are limited to: materials supplied by Client; final contracts; estate planning documents, deeds and corporate records; and, routine correspondence related to this engagement. At the close of any matter, Client files may be returned to you, sent to a private storage facility, archived for a limited time or destroyed. The attorney closing the file will determine, at his or her discretion, the disposition of Client files, unless you make a specific written request that they be returned. Your request for return of Client files must be delivered to Bracewell no later than 120 days after the last substantive service relating to the closed matter. A substantive service does not include audit letter research and preparation, or any other service that does not directly relate to the substantive discharge of a Client engagement. Your request must be specific and designate your representative to receive the files. Client is responsible for paying the reasonable cost to retrieve, duplicate and deliver the Client files. 3 Bracewell adopted a program of document retention and management of electronically stored information, including regular deletion of outdated, corrupt or useless files. Such program may change from time-to-time. It is important for Client to alert Bracewell in advance of special treatment, sensitive information, retention requirements and other unique conditions pertaining to Client files. Client agrees that it will notify Bracewell in a timely, written and specific manner, concerning any requirement for special or unusual handling or attention of its Client files. This includes any statutory or regulatory requirements relating to confidentiality and retention of Client files. Bracewell Files You agree that Bracewell will own and retain its own files and any related electronically stored information pertaining to the engagement. You will not have the right or ability to require us to deliver such files and records (or copies thereof) to you. Examples of Bracewell files and records are: firm administrative records, financial files and documents, time and expense reports, personnel and staffing materials, credit and accounting records, electronic mail correspondence (other than such correspondence which was sent to you by a member of our firm) and internal lawyer's work product, such as drafts, notes, memoranda and legal and factual research, including investigative reports prepared by or for the internal use of lawyers. Further, at the discretion of the responsible partner for the project in question, we may destroy any such documentation which is the property of Bracewell or any documentation which such partner determines to be duplicative or unnecessary in all cases without having to obtain your consent. Choice of Law Because Bracewell performs legal services in a number of jurisdictions, for consistency and predictability, the Client and Bracewell agrees that the Texas Disciplinary Rules of Professional Conduct (found at www.texasbar.com or www.txethics.or�) will govern all issues of legal ethics and professionalism. Disclaimer We cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your matter or the potential outcome is, of course, limited by our knowledge of the facts and based on the law at the time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control. Either at the commencement or during the course of the representation, we may express opinions or beliefs about the matter or various courses of action and the results that might be anticipated. Any expressions on our part concerning the outcome of the representation, or any other legal matters, are based on our professional judgment and are not guarantees. By signing the Engagement Letter or otherwise indicating your acceptance of the Engagement Letter, you acknowledge that Bracewell has made no promises or guarantees to you about the 4 outcome of the representation, and nothing in these Terms of Engagement shall be construed as such a promise or guarantee. Your Cooperation To enable us to provide effective representation,you agree to: (1) disclose to us fully, accurately and on a timely basis, all facts and documents that are or might be material or that we may request; (2) keep us apprised on a timely basis of all developments relating to the representation that are or might be material; (3) attend meetings, conferences, and other proceedings when it is reasonable to do so; (4) provide updated information for conflicts purposes, if necessary; and (5) cooperate fully with us in all matters relating to the engagement. Modification of Our A�reement The Terms of Engagement reflect our agreement on the terms of all engagements, and are not subject to any oral agreements, modifications, or understandings. Any change in these Terms of Engagement must be made in writing signed by both Bracewell and Client. Anti-Bovcott Verification. Bracewell hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, `boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. Bracewell understands `affiliate' to mean an entity that controls, is controlled by, or is under common control with Bracewell and exists to make a profit. Iran, Sudan and Forei�n Terrorist Or�anizations. Bracewell represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The fOY2gOing YepYe521ltat1011 IS IllBde 50�2�y t0 comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law neither Bracewell nor any wholly-or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. Bracewell understands "affiliate"to mean any entity that controls, is controlled by, or is under common control with Bracewell and exists to make a profit. 5 In Conclusion If you have questions or concerns, at any time, relating to the terms and conditions of this engagement, the services or advice provided by Bracewell, or the fees and expenses reflected in the invoices, please bring them to the attention of your principal contact at our firm, or Bracewell's General Counsel. 6 CERTIFICATE OF INTERESTED PARTIES FORM 1295 ' i or z Complete Nos.1-a antl 6 ii ihere are inrerested parties, OFFICE USE.ONLY Complete Nos.i,2,3,5,antl 6 if there are no interes[etl parties. CERTIFICATION OF FILING 1 Name of husiness entlry fiiing form,and the city,state antl country ot the husiness entiry's place Certificate Num6er: of 6usiness. � 2019-546789 6racewell LLP - Houston,TX Uni[ed States �ate Filetl: 2 Name of goVefnmental entity or 5ta[e agenty tha[i5 a party to the Contract tor whiCh the form is 10/01/2019 6eing filed. Town of Westlake,Texas oate acknowietlgee: g Ptovitle the identification number usetl by the governmental entity or state agency to treck or itlentify the contract,antl provitle a description of the services,.goods,or other properry to be provided under the conVact. Bond Counsel Agreement 8ontl Counsel Services 4 Nature of interest Name of Interested Party City,State,Country(place of 6usiness) (cFeck applica6le) Controlling Intermediary Bopp,Gregory Houston,TX United States X Wallace,Barron Houston,TX United States X Day, Kate� Houston,TX United States X Hutt,Jason Washington D.C.,DC Unifed X Crain,Stephen Houston,TX Uni[ed States X Lewis,Mark Washington D.C.,DC United X Anderson.William. Hous[on,7X United States X Teaff,Brian Houston,TX United States X Collins,Robert Dallas,TX United States X Partain,Julie Dallas,TX United States X Forms pmvided by Texas Ethics Commission www.ethicsstate.tx.us Version V1.1,3a6aand CERTIFICATE OF INTERESTED PARTIES FORM 1295 zoiz Complete Nos.1-4 and 6 if there are interested panies. OFFICE USE ONLY Complete nlos.1,2,3,5,antl 6 if there are no interestetl parties. CERTIFICATION OF FILING 1 Name of business entiTy filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-546789 Bracewell LLP Houston,TX Uni[ed States Date Filetl: 2 Name of governmental entiry or state agency that is a parry to the contrect for which the form is 10/0112019 being filed. Town of Wes[lake,Texas Date Acknowletlged: g Provide the itlentification number used by the governmental entity or state agency to track or itlentify the contract,and provide a description ot the services,goods,or other property to be pro�itletl under the contract. Bond Counsel Agreement Bontl Counsel Services 4 Nature of interest Name of Interested Party City,SWte,Coun[ry(place of business) (check applicable) Controlling Intermetliary 5 Check only if there is NO Interes�etl Party. ❑ 6 UNSWORN DECLARATION /� My name is L�X�1 IC. 1 w`�'�1 , and my tlate o(birth is �� 1 ��'{� . Myaddressis l J� ��'��(•F��l�. '��,� ,�1/i1+c ��Ih/, YfU�,4'�JIAYI ,�. 'l��U��! , usH (streel) (ciry) (slate) (zip cotle) (country) I declare under penalry of perjury that[he Foregoing is tme antl correct. �Ir1� < /�e�nn 5f � Executed in f W�' 1 �J Counry, Sta1e of I VX w/ ,on ihe � day of 1)�to�Y"Y',20�. (monlh) (year) / - ,�✓��4�'-�i� ��gnaWre f autho z ent of contraMing business entiry � ( c aranq Forms providetl by Texas Ethics Commission www.ethics.state.Oc.us Version V1.1.3a6aaf7d Westlake Town Council TYPE OF ACTION T x E i o w N o F WESTLAKE Regular Meeting - Action Item o i sr i N o r i v E s v o E s i c N Westlake Town Council Meeting Monday, November 18, 2019 ToPrc: Discussion and consideration of an amendment to Chapter 46, Article VI, Tobacco Products, Smoking and E-Cigarettes. STAFF CoNTAc'T: Jarrod Greenwood, Assistant Town Manager Strategic Ali�nment i i � . , . ., ; . . � � - � � Mission: Westlake is a unique community blending preservation of our natural environment and viewscapes, Natural Oasis-Preserve&Maintain a Encourage while serving our residents Citizen, Student& perfect Blend of the Community's Westlake's Unique and businesess with superior Stakeholder Natural Beauty Sense of Place municipal and academic services that are accessible, efficient, cost-effecrive,& trans arent. Time Line- Start Date: November 18, 2019 Completion Date: November 18, 2019 Funding Amount: N/A Status - N/A Source-N/A Contract: No Forms: N/A EXECUTIVE SUMMARY (INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) In 2015, Town Council passed an Ordinance approving a limited smoking ban in trails, right of ways and a few other specific areas. Over the last year, staff has made presentations and provided draft ordinances with varying levels of smoking prohibition for Council consideration. The proposed Ordinance was presented at the October 28, 2019 Regular Town Council Meeting and is based on Council feedback at the August 26, 2019 Town Council meeting, to allow smoking within an enclosed area (not outdoors) for hotels or for any bar area (only) of a restaurant. This would require the installation of a filtration Page 1 of 2 system and a separate mechanical ventilation system. The proposed ordinance also has an effective date of June 1, 2020, in order to allow eXisting businesses enough time to make the necessary building changes if they want to allow smoking. As you will recall, our major stakeholders have indicated support for complete regulation within public areas (i.e.parks and trails) and but limited within private property. Justification for limited regulation within each development centered on their need to accommodate international employees and clientele and that they already have established designated smoking areas. RECOMMENDATION Staff recommends approval ATTACHMENTS Ordinance Page 2 of 2 TOWN OF WESTLAKE ORDINANCE NO. 899 AN ORDINANCE OF THE TOWN OF WESTLAKE AMENDING CHAPTER 46, HEALTH AND SANITATION, ARTICLE VI, TOBACCO PRODUCTS, SMOHING AND E-CIGARETTES, SECTIONS 46-180 THROUGH 46-183 PROHIBITING SMOHING AND VAPING WITHIN THE TOWN OF WESTLAKE, EXCEPT IN DESIGNATED OUTDOOR AREAS, PRIVATE CLUBS, AND RESTAURANTS WITH APPROVED VENTIALTION HANDLING EQUIPMENT; PROVIDING A PENALTY; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; AUTHORIZING PUBLICATION; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, TeXas is a generallaw Town; and WHEREAS, the Town Council of the Town of Westlake finds it necessary for the public health, safety and welfare that they institute a smoke free environment within the community; and WHEREAS, Ordinance no. 755 regarding tobacco products, smoking, and E-cigarettes was approved on October 20, 2015; and WHEREAS, the Town Council of the Town of Westlake, Texas, finds that it is in the best interests of the town and its citizens that the amendments to Chapter 46, Health and Sanitation,Article VI,Tobacco Products, Smoking And E-Cigarettes, Sections 46-180 Through 46-183 should be approved and adopted; and NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the preamble are found to be true and correct and are incorporated herein as if copied in their entirety. SECTION 2: That Chapter 46 Health and Sanitation, Article VI, Tobacco Products, Smoking and E-Cigarettes, Sections 46-180 through 46-183 of the Town of Westlake Code of Ordinances, as amended, is hereby amended as follows: Sec. 46-180 -Definitions. For purposes of this Ordinance, the following words and phrases, shall be have the following meanings: Ordinance 899 Page 1 of 6 AIR PURIFICATION SYSTEM An electrically powered hospital grade, high-efficiency particulate air (HEPA) media filter that will clean all of the air in a designated smoking area every fifteen (15) minutes as follows: not less than ninety-�ve (95) percent of three-tenths (0.3) micron particulates efficiency including dust, smoke, pollen, mold spores, bacteria, tobacco smoke, viruses and allergens and not less than ninety-�ve (95) percent removal of gases, vapors, volatile organic compounds (V.O.C.) and odors and contains an air barrier system or other barrier system if required by a licensed professional engineer, to prevent air from the smoking area from being drawn across the nonsmoking area. BAR Any area which is devoted to the serving of alcoholic beverages for consumption by patrons on the premises. The definition of Bar shall also include,but not be limited to,pubs, taverns, lounges, and taprooms. Although a restaurant may contain a bar, the term"bar" shall not include the restaurant dining area. BIISINESS Any sole proprietorship,partnership,joint venture, corporation or other business entity formed for profit-making or non-profit purposes, including, but not limited to, banks, hotels, motels,retail establishments,professional corporations and other entities where professional services are delivered. ELECTRONIC SMOKING DEVICE Any product containing or delivering nicotine or any other substance intended for human consumption that can be used by a person in any manner for the purpose of inhaling vapor or aerosol from the product. The term includes any such device, whether manufactured, distributed, marketed, or sold as an e-cigarette, e-cigar, e-pipe, e-hookah, hookah, or vape pen, or under any other product name or descriptor. EMPLOYEE Any person who is employed for the consideration of direct or indirect monetary wages or profit, and any person who volunteers his or her services for a profit or non-profit entity. EMPLOYER Any person,partnership, corporation, municipal corporation, non-profit entity or other entity who employs the services of one or more individual persons. ENCLOSED AREA An area closed in by a roof and walls with appropriate mechanical ventilation, and openings for ingress and egress. HEALTH CARE FACILITY Any institution that provides medical, surgical and overnight facilities for patients, including,but not limited to,hospitals, clinics,physical therapy facilities, doctor's offices, dentist's offices, nursing homes, adult care facilities, convalescent homes and residential treatment centers/homes. MECHANICAL VENTILATION SYSTEM A building ventilation system that uses powered fans or blowers to provide fresh air to rooms when the natural forces of air pressure and gravity are not enough to circulate air through a building. PARK/PARKFACILITYmeans all parks, playgrounds, recreational areas owned, leased, Ordinance 899 Page 2 of 6 operated or under the control of the town and includes all athletic fields and other similar facilities owned, leased or operated by the town. PATIO An improved and defined unenclosed outside area associated with a food service establishment or bar used for purposes of dining or entertainment. PEDESTRIAN means a person on foot or in a wheelchair. PERSON Any individual, partnership, cooperative, association, corporation or venture. PLACE OF EMPLOYMENT Any enclosed area located on the premises of a business under the control of an employer including,but not limited to, work areas, employee lounges, rest rooms, conference rooms, classrooms, employee cafeterias, and hallways. PRIVATE CLUB A building,recreational amenities or portion thereof, that are owned, leased or otherwise occupied by an organization, whether incorporated or not, exclusively for use at all times solely for the recreational, training and development, fraternal, social,patriotic, political,benevolent or athletic purpose of the organization, and at which alcoholic beverages are sold only in a manner ancillary to such operations; provided that this term only applies to an organization. (i) that is connected to a private club with associated recreational, dining, and associated golf course activities; or(ii) that is connected to a comprehensive corporate campus owned and operated by or on behalf of a single user. PUBLIC PLACE Any area in which the public is invited or permitted, including,but not limited to,businesses, educational and government facilities, health care facilities, restaurants, public transportation facilities,parks,park facilities, trails, trailheads, right of ways, and reception areas. RESTAURANT An enclosed indoor establishment that is open to the public and is devoted primarily to the sale and service of food for immediate consumption. The term includes a bar located within the establishment. SMOKING Inhaling, exhaling, burning or carrying any lighted or heated tobacco or plant product, including but not limited to cigars, cigarettes, electronic smoking devices, marijuana, or other combustible substances whose smoke is intended to be internalized. TOBACCO PRODUCT Any product that is used to internalize or consume tobacco or any product that contains any tobacco leaves, including but not limited to cigarettes, cigars,pipe tobacco, smokeless tobacco, snuff or any other form of tobacco, which may be utilized for smoking, chewing, inhalation or other manner of ingestion or absorption. TOWN The Town of Westlake and its boundaries. TRAIL A town-wide network of non-motorized, multi-use pathways that are used by bicyclists, walkers and runners for both transportation and recreation purposes. Ordinance 899 Page 3 of 6 TRAILHEAD A designated point of access that may contain a parking area, information kiosks, restrooms, water hydrants, and may be reached by vehicular or pedestrian access. VAPING The use of an electronic smoking device which creates an aerosol or vapor, in any manner, or in any form. Sec. 46-181 - Prohibition of Smoking and Vaping 1. Smoking and vaping are hereby prohibited in the Town of Westlake, including but not limited to, any outdoor patio or seating area, stand-alone bars,public places and places of employment. The prohibition set forth above shall not apply to: (a) Private clubs, as defined in this Ordinance. (b) A residential dwelling unit that is used exclusively for a residential use. (c) Restaurant bar areas that comply with the following subsections: i. Separately enclosed area, provided that said bar provides a mechanical ventilation system that is separate and apart from the mechanical ventilation system for the remainder of the restaurant building; and ii. An Air Purification System must be provided that is separate and apart from the heating/ventilation/air conditioning system for the remainder of the building; and (d) Hotel designated smoking areas that comply with the following subsections: i. Separately enclosed area, provided that said designated area provides a mechanical ventilation system that is separate and apart from the mechanical ventilation system for the remainder of the building; and ii. An Air Purification System must be provided that is separate and apart from the heating/ventilation/air conditioning system for the remainder of the building. 2. It shall be unlawful for any pedestrian to smoke, vape, use electronic cigarettes, or use any tobacco or tobacco related products within any right of way,park,park facility, trail or trailhead within the Town. Sec. 46-182 -Notice of Prohibition of Smoking and/or Vaping 1. Owners, operators and/or managers shall conspicuously post a"No Smoking" sign at the entrance(s) and in at least one (1) location inside the establishment. The sign shall include the international "No Smoking" symbol (depiction of a burning cigarette enclosed in a red circle with a red bar across it) and the words "No Smoking" or other symbol and language approved by the Town Manager or designee. Ordinance 899 Page 4 of 6 2. Businesses may seek reprieve from the posting signage requirement in this Ordinance by providing the Town with evidence sufficient to the Town that such signage is not necessary to further the purpose of the Town's smoke-free Ordinance. The Town may determine in its sole discretion whether such evidence is sufficient to warrant exempting the business from the no smoking signs requirement. 3. Failure to comply with this provision will be considered a violation of this Ordinance. Sec. 46-183 - Employers 1. Employers shall take reasonable steps to reassign or relocate an employee who makes an advanced request with reasonable notice to work in a smoke-free area. If employer cannot reassign or relocate the employee to a smoke-free area, the employer shall make reasonable accommodations to mitigate the employee's exposure to the permitted smoking area(s). 2. Employer shall not discriminate or retaliate against any employee who requests to be reassigned or relocated to a smoke-free area. Sec. 46-184 - Enforcement 1. The Town Manager, or designee may promulgate rules and regulations as may be necessary for the purpose of implementing and carrying out the provisions of this Ordinance. 2. Owners, managers, and/or operators shall inform any person smoking and/or vaping to immediately stop smoking and/or vaping and extinguish the tobacco product and/or smoking device. If the person smoking and/or vaping does not comply, the owner, manager, operator, or employer shall, if applicable, refuse service and immediately ask the person to leave the premises. Violator(s) shall be subject to penalties provided for under this ordinance. 3. Owners, managers, operators and/or employers will be considered in violation of this Ordinance if they do not attempt to enforce this Ordinance by informing their customers of the smoking prohibition and request that their customer comply with the Ordinance. Reserve Sec. 46-185 through 46-200 SECTION 3: That this Ordinance shall be cumulative of all other Town Ordinances and all other provisions of other Ordinances adopted by the Town which are inconsistent with the terms or provisions of this Ordinance are hereby repealed. Ordinance 899 Page 5 of 6 SECTION 4: That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the Town of Westlake, and upon conviction shall be punishable by a fine not to eXceed the sum of Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 5: It is hereby declared to be the intention of the Town Council of the Town of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared legally invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same would have been enacted by the Town Council of the Town of Westlake without the incorporation in this Ordinance of any such legally invalid or unconstitutional,phrase, sentence, paragraph or section. SECTION 6: This ordinance shall take effect on June 1, 2020. PASSED AND APPROVED ON THIS 18TH DAY OF NOVEMBER 2019. ATTEST: Laura Wheat, Mayor Tanya Morris, Assistant to the Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Ordinance 899 Page 6 of 6 Jarrod Greenwood From: Kelly Edwards Sent: Tuesday, October 29, 2019 8:50 AM To: Jarrod Greenwood Subject: FW: Indoor smoking Follow Up Flag: FollowUp Flag Status: Flagged This came in after the meeting started yesterday. I am sending it to you to share with Council. Thank you, Kelly Edwards,TRMC, MMC Town Secretary Town of Westlake 817.490.5710 -----Original Message----- From: Laura Sicuro<laura@sicuromail.com> Sent: Monday, October 28, 2019 5:51 PM To: Kelly Edwards<kedwards@westlake-tx.org> Subject: Indoor smoking Ms. Edwards, We are 100%AGAINST indoor smoking. Westlake is supposed to be progressive and has taken up non- smoking ordinances in public trails and open spaces.This would be a huge step backwards for the town and the community. We will not patronize any business that has it. We are happy to take our business to places that have concern for the health of their customers and employees. Regards, Laura Sicuro 1 From: Marcus Novacheck<mdnova@aol.com> Sent: Saturday, November 2, 2019 10:35:33 AM To: Ginger Awtry<gawtry@westlake-tx.org> Subject: Fwd: Westlake Meeting Information Hi, Pve heard through the rumor mill there is a hearing about public smoking, but I haven't seen it on the agenda. Is that an omission or is it not accurate? Thank you, - Marcus z From: Dawn Cochran <dawncochran@me.com> Sent:Tuesday, November 12, 2019 10:14 AM To: Amanda DeGan <adegan@westlake-tx.org> Subject: Smoking ordinance Ms. DeGan, I would like to request the following letter be distributed to the Town CounciL I realize that the Council has been discussing amending the smoking ordinance for quite some time; however, neither I nor the residents I have talked with were aware that this important issue is on the table and that we have an opportunity to be a leader in the area of smoking and vaping. I am asking that the vote on the smoking ordinance scheduled for Monday be tabled and residents be notified of the issue at hand. Education and transparency seem to be lacking and finding the information on the Town website has been a very time consuming and frustrating endeavor. I am not able to attend the meeting on Monday due to travel so I appreciate the opportunity to be heard through this letter: Dear Council Members, Thank you for your service on the Town Council. Our town is a wonderful place to live thanks to the guidance of the Council. I just learned that the Council is voting on an ardinance allowing smoking in an enclosed separately ventilated area in any restaurant or hotel. I urge you to table this and notify residents of your intentions and give us a chance to be heard. This topic is very difficult to research on the Town website even for an interested resident. An educational campaign for the residents would be much appreciated. I request that the Council strongly consider making our town completely nonsmoking in all public buildings including restaurants and bars. The evidence of the harm that smoking and second hand smoke cause is well documented in the medical field. Allowing smoking is not a progressive stance in encouraging healthy lifestyles. Moreover, allowing smoking is not in alignment with Westlake's mission of preserving our natural environment or its' theme of creating a natural oasis with an outcome of preserving and maintaining a perfect blend of the community's natural beauty. Smoking in public does does not encourage Westlake's unique sense of place. Pm thankful the Council is moving toward tightening the Town's smoking ordinance but would really love to see a complete ban of smoking and vaping. The dangers of smoking have been revealed and the rabbit hole that vaping has opened appears to be even more scary. Our town, with its' focus on family and healthy lifestyles, isn't the place to allow or encourage smoking which that affects not only the smoker but those around him or her. Sincerely, Dawn Cochran Thank you for your time, Dawn Cochran Faith is being sure of things hoped for and certain of what we cannot see. Hebrews 11:1 Sent from my iPad Town Cou nci I Item # 5 — Executive Session 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) for the following: - Entrada - Front 44 b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake c. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding House Bill 1152 — Franchise fees d. Section 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation e. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding Senate Bill 1152 — Franchise fees f. Section 551.071(2) — Consultation with City 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 this chapter: Resolution No. 00-19, a Contract with Hillwood Development Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline Town Cou nci I Item # 6 — Reconvene Council Meeting Town Cou nci I Item # 7 — Necessary Action NECESSARY ACTION 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) for the following: - Entrada - Front 44 b. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake c. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement offers include but are not limited to the following: possible litigation regarding House Bill 1152 — Franchise fees d. Section 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation e. Section 551.071 Consultation with Attorney - to seek advice of counsel on legal matters involving pending or contemplated litigation, settlement offers, or other legal matters not related directly to litigation or settlement. Pending or contemplated litigation and settlement ofFers include but are not limited to the following: possible litigation regarding Senate Bill 1152 — Franchise fees f. Section 551.071(2) — Consultation with City 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 this chapter: Resolution No. 00-19, a Contract with Hillwood Development Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline Town Cou nci I Item # 8 — Future Agenda Items FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under "Future Agenda Item Requests", an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item's relationship to the Council's strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. None Town Cou nci I Item # 9 — Adjournment Regular Session