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HomeMy WebLinkAbout02-24-20 TC Agenda Packet TOWN OF WESTLAKE TOWN COUNCIL MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER WESTLAKE, TX 76262 WESTLAKE FEBRUARY 24, 2020 5:00 PM MEETING Vision Statement An oasis of natural beauty that maintains our open spaces in balance with distinctive development, 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. 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 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation c. 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. d. 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. 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: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake. f. Section 552.072 Deliberation Regarding the purchase, sale, lease, or exchange of real property regarding Highway 114 easements at Lot 1R1-1, Block 2 of the Westlake/Southlake Park Addition No. 1 to the Town of Westlake in Tarrant County, Texas. S. RECONVENE MEETING 6. COUNCIL RECAP / STAFF DIRECTION 7. ADJOURNMENT OF TOWN COUNCIL WORK SESSION Joint Town Council/Planning and Zoning Commission Work Session will begin immediately following the Town Council Work session (see separate Joint Town Council/Planning & Zoning Meeting Agenda) Regular Town Council Session will begin immediately following the Joint Town Council/Planning and Zoning Commission 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 January 27, 2020. b. Consider approval of Resolution 20-08, authorizing the Town Manager to sign agreements with a qualified Dedicated Internet Access Vendor for the Dark Fiber Project, providing Dark Fiber at four (4) designated Node locations utilizing the Town of Westlake duct bank. c. Consider approval of Resolution 20-09, authorizing the approval a right-of-way and easement dedication for Schwab Way. d. Consider approval of Ordinance 907, Canceling the May 2, 2020, General Election and declaring each unopposed candidate elected to office. 4. CONDUCT A PUBLIC HEARING AND CONSIDER RESOLUTION 20-10, APPROVING A PRELIMINARY SITE EVALUATION FOR PARISH LANE. S. 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 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation c. 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. d. 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. 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: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake. f. Section 552.072 Deliberation Regarding the purchase, sale, lease, or exchange of real property regarding Highway 114 easements at Lot 1R1-1, Block 2 of the Westlake/Southlake Park Addition No. 1 to the Town of Westlake in Tarrant County, Texas. 6. RECONVENE MEETING 7. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 8. FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under"Future Agenda Item Requests", an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item's relationship to the Council's strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. 9. COUNCIL RECAP/STAFF DIRECTION 10. ADJOURNMENT ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. CERTIFICATION I certify that the above notice was posted at the Town Hall of the Town of Westlake, 1500 Solana Blvd., Building 7, Suite 7100, Westlake, TX 76262, Februuary 21, 2020, by 5:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. Todd Wood, 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 817-490-5711 and reasonable accommodations will be made to assist you. Town Council Item # 2 - Pledge of Allegiance Texas Pledge: "Honor the Texas flag; I pledge allegiance to thee, Texas, one state under God, one and indivisible. " Town Council 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. 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. Town Council Item # 4 — 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 551.074(a)(1): Deliberation Regarding Personnel Matters — to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation c. 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. d. 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. 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: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake. f. Section 552.072: Deliberation Regarding the purchase, sale, lease, or exchange of real property regarding Highway 114 easements at Lot 1R1-1, Block 2 of the Westlake/Southlake Park Addition No. 1 to the Town of Westlake in Tarrant County, Texas. Town Council Item # 5 — Reconvene Meeting Town Council Item # 6 — Council Recap / Staff Direction COUNCIL RECAP / STAFF DIRECTION Town Council Item # 7 — Adjournment Work Session ITEMS OF COMMUNITY INTEREST: Mayor and Council Reports Town Council 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. ✓ 17th Annual Gallery Night Benefit-80s Style; Hosted by the Westlake Academy Foundation Saturday, February 29, 2020; 6:00 pm at the Texas Motor Speedway Club -Itll be 'Nothin'But a Good Time!"at the 17th Annual Gallery Night benefit auction for Westlake Academy. Get ready to party'80s style at one of the region's premier fundraising galas! Youll enjoy amazing auction items, stunning works of art, and hidden treasures for your bidding pleasure. Gourmet cuisine and entertainment everywhere. Sponsorship and auction donation opportunities are a vallable. On behalf of the students and teachers of Westlake Academy, THANK YOU.I ALL residents, business partners, and fellow supporters welcome!Give Foundation Director Dr. Shelly Myers a call at 817-490-5722 or email at smyers0westlakeacademy.org today for tickets, or donation information! ✓ Coffee&Conversation with the Mayor/Board President Monday, March 2, 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 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. No reservation needed-just come-and-go as your schedule allows! ✓ Town Council/ Board of Trustees Work Session/Meeting Monday, March 2, 2020* Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100-Council Chambers ✓ International Baccalaureate Organization (IBO)Site Visit at Westlake Academy Monday, March 4-Wednesday, March 6, 2020 -Evaluation now done every 5 years on all three IB Programmes by the governing IB Organization. Questions? Contact Executive Director Dr. Mechelle Bryson via email or call at 817 490 5761 ✓ Metroport Chamber of Commerce 9th Annual Alliance Development Forum (ADF) Luncheon Friday, March 6, 2020; 11:00- 1:00 pm Join hundreds of developers, investors,site selectors, realtors, and other economic development leaders as they network and learn more about this northeast Metroplex fast growing region. This year's topic:Visionary Mobility: The Future of Transportation in our Region. Keynote Speaker.-Mike Berry, Hillwood President. For ticket pricing& availability,please visit the M o ort Chamber website. ✓ Westlake Academy CLOSED for Spring Break Monday, March 9- Friday, March 13, 2020 ✓ Planning &Zoning Works Session/Meeting Monday, March 16, 2020* Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100-Council Chambers ✓ Westlake Academy Danish &Dialogue with School Leaders Thursday, March 19, 2020; 8:00 am-9:00 am WA Campus-Sam &Margaret Lee Fieldhouse Classroom -Open to all Westlake& WA parents/grandparents:current and for those considering or wanting to learn more about our community's charter school. This month's topic.College Readiness Data&Info Regarding Navigating the College Selection Process-presented by College Counselor Carl Tippen. ✓ Westlake Academy Open Tour for Primary Grades(K-5) Thursday, March 19, 2019; 3:45 pm Main Academy Entrance/Primary Years Office, 2600 J.T. Ottinger Road -Been wondering about Westlake Academy and how your child might reach their highest potential there?If you are a Westlake resident or live within one of our approved secondary boundaries,join us for a tour of our Secondary grades campus this month. (Primary grades tour next month!) Your children are welcome to attend, and we ask they be supervised by their parents during the tour. No need for reservations-just show up between 3.45-4.•00 pm on this scheduled day. Questions?Contact Registrar Kim Gardner via email for more info. ✓ Simply Westlake hosts Charity Connection event,along with Tim arron's Our Neighborhood Life &the Starpower team Wednesday, March 25, 2020; 11:30 am- 1:30 pm Starpower, 1600 E. Southlake Blvd Join our Simply Westlake team as they invite Westlake& Timarron residents to this inaugural event as we gather to learn more about volunteer and financial support opportunities, along with needs of our local charities. Each charity will have their own display and representatives will be on hand to visit and answer questions about their organization. For more information, email Connie Vernon-Chase to find out how you can attend&make an impacts ✓ Town Council Work Session/Meeting Monday, March 30, 2020* Westlake Town Hall, Solana Terrace-BIdg.7, Suite 7100-Council Chambers *For meeting agendas and details on WA calendar events or Municipal calendar events,please visit the Westlake Academy website or the Town of Westlake website for further assistance, Town Council 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 January 27, 2020. b. Consider approval of Resolution 20-08, authorizing the Town Manager to sign agreements with a qualified Dedicated Internet Access Vendor for the Dark Fiber Project, providing Dark Fiber at four (4) designated Node locations utilizing the Town of Westlake duct bank. c. Consider approval of Resolution 20-09, authorizing the approval a right-of-way and easement dedication for Schwab Way. d. Consider approval of Ordinance 907, Canceling the May 2, 2020, General Election and declaring each unopposed candidate elected to office. T H E T 0 W M O F WESTLAKE MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING January 27, 2020 PRESENT: Mayor Laura Wheat and Council Members Carol Langdon, Greg Goble, Alesa Belvedere, and Rick Rennhack. ABSENT: Michael Barrett OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Town Attorney Stan Lowry, Todd Wood, Communications Director Ginger Awtry, Communications Manager Jon Sasser, Director of Facilities & Public Works Troy Meyer, Director of Planning and Development Ron Ruthven, Building Official Pat Cooke, Planning and Development Technician Nick Ford, Finance Director Debbie Piper, Executive Director Mechelle Bryson, Fire Chief Richard Whitten, and Deputy Fire Chief John Ard. Work Session 1. CALL TO ORDER Mayor Wheat called the meeting to order at 5:05 p.m. Town Council Minutes 01/27/20 Page 1 of 9 2. CITIZEN COMMENTS No one addressed the Council. 3. EXECUTIVE SESSION Council convened into Executive Session at 5:06 p.m. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.087 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 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation c. 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. d. 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. 4. RECONVENE MEETING Mayor Wheat reconvened the meeting at 6:45 p.m. S. REVIEW OF CONSENT AGENDA ITEMS FOR THE TOWN COUNCIL REGULAR MEETING AGENDA. There was no additional discussion. Town Council Minutes 01/27/20 Page 2 of 9 6. DISCUSSION ITEMS a. Presentation and discussion of development projects. Planning & Development Director Ron Ruthven and Building Official Pat Cooke provided a presentation and discussion of the following development projects in the Town. Charles Schwab Project: Phase 1 of the project is nearly complete, and they are almost fully occupied at this point. Schwab has informed the Town that there should be approximately 2,000 employees currently occupying the building, with a maximum of 2,600. A pre-construction meeting for Schwab Way Phase 2 road construction was held last week. This phase will progress rapidly, and utility work has been started. There will be minor improvements with the connection to Ottinger Road. Phase 2 should be completed by the end of the year. Schwab Way: The signal poles on 114 have been installed, and the far outside lane of the bridge at Schwab Way/Trophy Lake Drive will be restriped in the next few weeks to handle additional traffic capacity. The Knolls: Road paving is complete, with landscaping and gates to be installed. This should be complete in late March or April. SH 114 Main Lanes/170 Service Road: This should begin mid or late summer. Entrada: Work is progressing on the corner construction site with approximately twelve to fourteen (12-14) masonry and steel workers present on a regular basis. The concrete panels for the tower are complete and will be installed by the end of February after the concrete has cured. The garage structure should be complete by the end of March. Starbucks: The developer's general contractor has offered to hand over the project to Starbucks. At this time, Starbucks has chosen to wait on the completion of the tower before final consideration. Entrada Restaurants: Interior finish-out could commence following plan submittals. It is estimated that the processing time for these permits would be approximately one (1) week. No plans have been received to date. Spencer Ranch: This project is moving forward. Town staff have recently met with the developer, and this is progressing in a positive direction. 7. COUNCIL RECAP / STAFF DIRECTION None. Mayor Wheat closed the Work Session at 7:02 p.m. Regular Session will begin immediately following the work session 1. CALL TO ORDER Town Council Minutes 01/27/20 Page 3 of 9 Mayor Wheat called the regular session to order at 7:02 p.m. 2. ITEMS OF COMMUNITY INTEREST Communications Director Ginger Awtry provided information regarding items of community interest: President's Day: Town Hall will be closed that day, and there would be no interruptions in the trash pickup schedule. Westlake Academy is also closed on this day, and it would be a staff professional development day. Gallery Night: The Gallery Night event will be held on February 29, 2020. Development Communication Committee: This committee is currently working on a detailed Entrada update, which will be more robust than the updates that have been provided in the past. Citizen Survey for Westlake Fire/EMS and Keller Police: A risk assessment survey went out today to residents and would be available for another month. Residents are encouraged to complete these surveys. Finance Video: A preview of the video regarding the Town's Budget was previewed by the Council and those in attendance. This video is scheduled to be posted publicly next week. 3. CONSENT AGENDA a. Consider approval of the minutes from the meeting on November 18, 2019. b. Consider approval of the minutes from the meeting on November 19, 2019. c. Consider approval of the minutes from the meeting on December 16, 2019. d. Consider approval of the minutes from the meeting on January 13, 2020. e. Consider approval of Resolution 20-01, Adopting the Tarrant County Hazard Mitigation Action Plan. f. Consider approval of Resolution 20-02, Approving the Abandonment of a Public Access Easement Located on 2256 King Fisher. MOTION: Council Member Rennhack made a motion to approve the consent agenda. Council Member Langdon seconded the motion. The motion carried by a vote of 4-0. 4. CONDUCT A PUBLIC HEARING AND CONSIDER ORDINANCE 905, APPROVING A SITE PLAN FOR AN APPROXIMATELY 0.376-ACRE PORTION OF PLANNED DEVELOPMENT DISTRICT 1, PLANNING AREA 2 (PD1-2), ESTABLISHED BY ORDINANCE 703 FOR THE PROPERTY GENERALLY LOCATED SOUTH OF STATE HIGHWAY 114, EAST OF DAVIS BOULEVARD, AND NORTH OF SOLANA BOULEVARD, COMMONLY KNOWN AS WESTLAKE ENTRADA. Planning & Development Director Ron Ruthven provided an overview of proposed Ordinance 905. It was noted that the presentation that had been prepared pertained to Town Council Minutes 01/27/20 Page 4 of 9 items 4, 5, and 7 on the agenda. Mayor Wheat noted that each of these items would be presented collectively in a single public hearing. Mr. Ruthven's presentation showed the site plan of a five-story, mixed-use development that would require a SUP (Specific Use Permit.) The development includes ten (10) condominiums on the upper floors, with twenty-one (21) parking spaces on the lower floor. The second floor (the ground floor) would be 10,000 square feet and zoned as a mixed use as retail/office space. The condominiums would vary in size, with the average size being 1,700 square feet. Curt Dubose, PentaVia Custom Homes, addressed the Council for comments and questions, reiterating that this would be a beautiful project. The building would actually be four (4) stories in height, due to the approach of digging downward for the first story that would contain the parking area. Councilmember Rennhack expressed support for this approach, as it maintained desired elevations. Mr. Debose mentioned that there would be private balconies at the top of the building. Mayor Wheat asked for clarification of the square footages of the units. These were confirmed to be 1,200-2,400 square feet, with an average of 1,700 square feet, at a starting price of approximately $500 per square foot. It is estimated that this project would be completed in 14-16 months. Mayor Wheat inquired as to whether the number of condominiums would apply toward the 322 units that that have been approved for Entrada. Mr. Ruthven confirmed that it would be applied against the 322 units, and the developer was aware of this. Councilmember Langdon inquired as to whether the green space would be as depicted in the drawings. It was confirmed that this would be an area with grass, possibly combined with colorful pots with irrigation for additional plants. Mayor Wheat opened the public hearing for items. No one addressed the Council. Mayor Wheat closed the public hearing. MOTION: Council Member Goble made a motion to approve Ordinance 905. Council Member Rennhack seconded the motion. The motion carried by a vote of 4-0. 5. CONDUCT A PUBLIC HEARING AND CONSIDER ORDINANCE 906, APPROVING A SPECIFIC USE PERMIT (SUP) TO ALLOW FOR A MAXIMUM OF 10 RESIDENTIAL CONDOMINIUM UNITS TO BE LOCATED AN APPROXIMATELY 0.376-ACRE PORTION OF BLOCK N, WESTLAKE ENTRADA, LOCATED AT THE SOUTHEAST CORNER OF DAVIS BLVD. AND GIRONA DRIVE. Planning & Development Director Ron Ruthven provided an overview of proposed Ordinance 906 along with items 4 and 7 on the agenda. Town Council Minutes 01/27/20 Page 5 of 9 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 906. Council Member Belvedere seconded the motion. The motion carried by a vote of 4-0. 6. CONDUCT A PUBLIC HEARING AND CONSIDER APPROVING RESOLUTION 20-03 FOR A FINAL PLAT FOR THE KNOLLS AT SOLANA. Planning & Development Director Ron Ruthven provided an overview of proposed Resolution 20-03. The preliminary site plan has been approved, and the final plat contains some slight deviations from the preliminary site evaluation. The plat is in compliance with zoning regulations for the development and matched the conservation area conveyance approved by the Council last year. Mayor Wheat opened the public hearing. Neil McNabnay, 1815 Broken Bend Drive, addressed the Council. Mr. McNabney expressed concern that the due to the amenity area being expanded, the pavilion could be built on the south side instead of north side of the ridgeline and could possibly be larger after the Homeowner's Association assumes control under a development agreement. Mr. McNabnay requested that a restriction be enacted that would require all buildings to be built north of the ridgeline, at a maximum height of fourteen (14) feet. Mayor Wheat closed the public hearing. MOTION: Council Member Rennhack made a motion to approve Resolution 20-03. Council Member Langdon seconded the motion. The motion carried by a vote of 4-0. 7. CONSIDERATION OF RESOLUTION 20-04, APPROVING A SITE DEVELOPMENT AGREEMENT BETWEEN BERNAL HOMES, INC. AND THE TOWN FOR LOT 1, BLOCK N, WESTLAKE ENTRADA ADDITION. Planning & Development Director Ron Ruthven provided an overview of proposed Resolution 20-04 along with items 4 and 5 on the agenda. Mayor Wheat opened the public hearing. No one addressed the Council. Town Council Minutes 01/27/20 Page 6of9 Mayor Wheat closed the public hearing. MOTION: Council Member Langdon made a motion to approve Resolution 20- 04. Council Member Goble seconded the motion. The motion carried by a vote of 4-0. S. CONSIDERATION OF RESOLUTION 20-05, APPROVING STAFF TO ENTER INTO NEGOTIATION WITH BENNETT, BENNER, PETTIT, INC. (BB&P) FOR ARCHITECTURAL SERVICES OF FOR THE DESIGN OF SAM & MARGRET LEE ARTS AND SCIENCE CENTER ADDITION. Public Works and Facilities Director Troy Meyer and Westlake Academy Executive Director Dr. Mechelle Bryson provided presentation overview of proposed Resolution 20-05. Mr. Meyer stated that this project was for the design of a $6.5M expansion of the Arts & Sciences building on the Westlake Academy campus. This 8,500 square-foot expansion would meet the immediate need of three (3) additional science labs, one (1) additional art room, offices, and a connecting hallway. The funding sources for the project included the WA Capital Project Fund with $2.8M in cash, $280,000 from the Knolls development, and $3.5M from future affiliate donations when combined with matching funds from a private donor. Town Manager Amanda DeGan explained that BB&P has a history with the Westlake campus, and has presented a variety of conceptual options to the existing buildings for future discussions. Of the five (5) firms that received the Request For Qualifications (RFQ), two (2) firms responded. Of the two (2) firms, BB&T is the recommended firm to provide architectural services. Mayor Wheat opened the public hearing. No one addressed the Council. Mayor Wheat closed the public hearing. MOTION: Council Member Belvedere made a motion to approve Resolution 20-05. Council Member Langdon seconded the motion. The motion carried by a vote of 4-0. 9. EXECUTIVE SESSION Council convened into executive session at 7:50 p.m. The Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.087 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 Town Council Minutes 01/27/20 Page 7 of 9 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 551.074(a)(1): Deliberation Regarding Personnel Matters — to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation c. 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. d. 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. 10. RECONVENE MEETING Mayor Wheat reconvened the meeting at 9:55 p.m. 11. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. No action was taken. 12. FUTURE AGENDA ITEMS No discussion ensued. 13. ADJOURNMENT There being no further business before the Council, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Rennhack made a motion to adjourn the meeting. Council Member Goble seconded the motion. The motion carried by a vote of 4-0. Town Council Minutes 01/27/20 Page 8of9 Mayor Wheat adjourned the meeting at 9:57 p.m. APPROVED BY THE TOWN COUNCIL ON FEBRUARY 24, 2020. ATTEST: Laura Wheat, Mayor Todd Wood, Town Secretary Town Council Minutes 01/27/20 Page 9 of 9 Westlake Town Council TYPE OF ACTION T x E T D W N O F WESTLAKE Regular Meeting - Consent DISTINCTIVE BY DESIGN Westlake Town Council Meeting Monday, February 24, 2020 Topic: Consideration of a Resolution authorizing the Town Manager to sign agreements with FiberLight, LLC, a qualified Dedicated Internet Access Vendor for the Dark Fiber Project,providing Dark Fiber at four(4) designated Node locations utilizing the Town of Westlake duct bank. STAFF CONTACT: Jason Power, Director of Information Technology Strategic Alignment Vision, in Perspective Strate2ic Theme & Results ObLective Mission:Westlake is a unique community blending preservation of our natural Exemplary Service&Governance environment and -We set the standard by delivering Improve Technology, viewscapes,while serving People,Facilities,& unparalleled municipal and Facilities& our residents and businesess Technology educational services at the lowest Equipment with superior municipal and academic services that are cost. accessible,efficient,cost- effective,&transparent. Time Line-Start Date: February 25,2020 Completion Date: August 31,2020 Funding Amount: $300,000 Status - Funded Source-Capital Projects Fund Contract: Yes Forms: Forms 1295 &2270 EXECUTIVE SUMMARY(INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) The Town currently utilizes a variety of methods to connect our buildings and offices. For reasons of reliability and standardization, the Town wishes to create a redundant fiber network between the buildings and offices utilizing the Town duct bank. A new Dark Fiber based infrastructure will allow the Town to expand its Wide Area Network(WAN)with a common and stable infrastructure. The specific Node locations are Westlake Academy, the Maintenance and Storage Facility, Fire EMS Station No. 1, and Westlake Town Hall. Page 1 of 2 The Town Council approved Capital Funds for this project FY 2018-2019 and work began in May 2019. Staff worked with a consultant to determine possible options and create a Request for Proposal for the project. The RFP for the project was published in the September 7th and 8th, 2019, edition of the Star- Telegram. Staff received two proposals on October Yd from the following companies: 1. FiberLight, LLC 2. Zayo Group, LLC On October 29, 2019, Staff recommended pursuing contract negotiations with FiberLight, LLC. for the installation and maintenance of the dark fiber. Attached are the contracts that resulted from those negotiations. If approved by Council, a timeline for installation and completion of the project will be established in approximately two (2) weeks, with installation beginning shortly afterward. RECOMMENDATION Staff recommends approval of this item. ATTACHMENTS Fiber Purchase Agreement Fiber Maintenance Agreement Forms 1295 and 2270 Resolution 20-08 Page 2 of 2 FIBER PURCHASE AGREEMENT BY AND BETWEEN FIBERLIGHT, LLC AND TOWN OF WESTLAKE DATED AS OF February , 2020 TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 1 of 14 '\*-\\ FIBERLIGHT FIBER PURCHASE AGREEMENT This Fiber Purchase Agreement (the "Agreement's is made and entered into by and between FIBERLIGHT, LLC, with its principal place of business located at 3000 Summit Place, Suite 200,Alpharetta, Georgia 30009 (hereafter "FiberLight") and TOWN OF WESTLAKE, TEXAS with its principal place of business located at 1500 Solana Blvd.,Building 7, Suite 7200, Westlake,Texas 76262(hereafter"Purchaser's (each of FiberLight and Purchaser,a"Party"and,collectively,the"Parties'D. 1. GENERAL FiberLight owns the fiber optic cable described in the separate Statement of Work executed in accordance with this Agreement, including all necessary appurtenances thereto, including but not limited to, manholes, conduits, and handholes. Subject to the terms and conditions of this Agreement,FiberLight agrees to sell to Purchaser,and Purchaser agrees to purchase from FiberLight (i) the fiber described in the applicable Statement of Work (the "Purchaser's Cable System") and (ii) a pro-rata share of the conduit containing both the Purchaser's Cable System and the Shared Cable System (as defined in Section 8.2).The route narratives and maps are set forth in Exhibit 1 to the applicable Statement of Work,and further represent the Purchaser's Cable System. 2. DELIVERY FiberLight will provide to Purchaser,in accordance with the terms of this Agreement,the goods, services and materials necessary to assure the delivery of Purchaser's Cable System. FiberLight will use all commercially reasonable efforts to deliver Purchaser's Cable System no later than the anticipated delivery date set forth in the applicable Statement of Work. Within four (4) months of the Acceptance Date (defined in Section 3.5 below), FiberLight shall deliver to Purchaser maps of the route in MapInfo format along with PDF drawings showing the route, segments, access points, and splice points ("Purchaser Fiber Facility Drawings"). 3. ACCEPTANCE 3.1 Prior to delivery of Purchaser's Cable System,FiberLight will implement the Acceptance Test Plan(the"ATP") set forth in Attachment A to demonstrate Purchaser's Cable System is ready for use. FiberLight shall notify Purchaser of the date and time of the commencement of the ATP. Purchaser will have the right,but not the obligation,to observe the tests, provided that, at least twenty-four (24) hours prior to the commencement of the tests,Purchaser notifies FiberLight of the identities of Purchaser's observers and the nature of the observers'relationship with Purchaser,and further provides that such observers shall not disclose any information identified as confidential which is disclosed or observed in connection with the testing. 3.2 When the measured test results indicate that Purchaser's Cable System passes the ATP, FiberLight shall provide Purchaser written notice of the certified results ("Results") of all tests performed. The date upon which FiberLight delivers to Purchaser the Results will be the"Delivery Date." 3.3 Purchaser shall, within ten (10) days from the Delivery Date, either (i) accept Purchaser's Cable System by providing FiberLight with an executed"System Acceptance Notice"substantially in the form shown in Exhibit 3 to Attachment A, or(h) notify FiberLight that it shall conduct its own verification tests. If Purchaser fails to respond within ten (10) days, such inaction shall constitute acceptance. If Purchaser elects to conduct its own verification tests and properly notifies FiberLight within ten (10) days, Purchaser shall conduct such tests (as set forth herein) within five (5) days from and after the date of its notice and shall use its own testing equipment. Verification tests shall be performed by Purchaser at Purchaser's sole cost and with access to Purchaser's Cable System provided by FiberLight. 3.3.1 If Purchaser's tests verify the Purchaser's Cable System passes the ATP, Purchaser shall accept Purchaser's Cable System by immediately executing and delivering a System Acceptance Notice to FiberLight. 3.3.2 If Purchaser's tests indicate the Purchaser's Cable System does not pass the ATP, Purchaser shall promptly notify FiberLight and FiberLight shall take such commercially reasonable corrective action as soon as practicable and in any event within thirty (30) days as may be necessary to ensure Purchaser's Cable System passes the ATP. Purchaser's right to conduct verification tests shall continue until such tests confirm Purchaser's Name v05.14.08 Contract Number:FPA-1000-00-08 Page 2 of 14 Purchaser's Cable System passes the ATP,however, after two (2) failed Purchaser verification tests,the Parties shall conduct a joint ATP and cooperate to determine the reason for the discrepancies between FiberLight's test results and Purchaser's verification test results. 3.4 Notwithstanding anything to the contrary, the following events constitute acceptance of Purchaser's Cable System without the formality of Purchaser executing a System Acceptance Notice. The Acceptance Date for acceptance under this section 3.4 shall be the Delivery Date: 3.4.1 Purchaser's use of Purchaser's Cable System for any reason except for performing the verification tests as permitted in this Section 3.3. For purposes of this subsection, `use'shall mean the lighting of the fiber for any period of time or the transmission of any form of communications or data over it;or 3.4.2 Purchaser's failure to notify FiberLight within ten(10) days of the Delivery Date that Purchaser did not accept certification of the ATP or that Purchaser plans to conduct its own verification of compliance with the ATP. 3.5 The date on which Purchaser delivers to FiberLight an executed System Acceptance Notice or is deemed to have accepted the Purchaser's Cable System under Section 3.4 shall be the"Acceptance Date." 3.6 Notwithstanding anything to the contrary, in no event shall the unavailability, incompatibility, delay in installation, or other impairment of any of Purchaser's (including Purchaser's suppliers) interconnection facilities be used as a basis for delay of Purchaser's verification tests or the Acceptance Date. 4. FEES AND TERMS OF PAYMENT 4.1 Purchaser agrees to pay FiberLight the fees for Purchaser's Cable System as set forth in the applicable Statement of Work. 4.2 Notwithstanding anything to the contrary, no payment due hereunder is subject to reduction, set-off or adjustment of any nature by Purchaser. 4.3 Upon receipt of the final payment of Purchaser's Cable System Fees,FiberLight shall deliver a Bill of Sale to Purchaser for the Purchaser Cable System conveying to Purchaser all ownership,transferable rights,title and interest in and to the Purchaser Cable System. 4.4 The sums required to be paid by Purchaser under this Agreement are exclusive of sales,use,excise,transfer,ad valorem, franchise or other similar taxes that may be imposed with respect to this Agreement or any of the services provided or used hereunder and Purchaser shall promptly pay or reimburse FiberLight for any such taxes. Purchaser shall have no responsibility for income or other similar taxes due from FiberLight which result from this transaction or which are assessed on revenues received by FiberLight. With respect to property taxes,the party that owns the property,which is subject to such a tax at the time the tax,accrues shall pay such property taxes. 4.5 FiberLight may charge Purchaser a one and one half percent(1.5%)monthly finance charge or the maximum allowed by law,whichever is greater,for all outstanding amounts not paid within thirty(30) days of those amounts becoming due. 4.6 FiberLight will send Purchaser all invoices related to this Agreement to the address indicated below. Purchaser may change its billing address upon providing written notice to FiberLight of the new address. Federal TIN#: 1-75-2449357-8 Billing Contact: Debbie Piper,Finance Director 1500 Solana Blvd., Address: Building 7,Suite 7200 Westlake,Texas 76262 Phone: 817-430-0941 Email: dpiper@wesdake-tx.org TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 3 of 14 5. REPRESENTATIONS AND WARRANTIES 5.1 Each parry represents and warrants it has the full right and authority to enter into, execute, deliver, and perform its obligations under this Agreement, and has taken all requisite corporate action to approve the execution, delivery, and performance of this Agreement. 5.2 FiberLight represents it has obtained or can and will obtain all rights,licenses, franchises, authorizations,rights of way and other agreements necessary for the installation of Purchaser's Cable System and the transactions contemplated by this Agreement (all of which are hereinafter referred to as "Required Rights"). FiberLight shall provide notice to Purchaser of any lawsuit or administrative filing challenging FiberLight's Required Rights. 5.3 Purchaser represents it has obtained or will obtain prior to the Acceptance Date,the Required Rights necessary for its,as opposed to FiberLight's, use of Purchaser's Cable System (all of which are hereinafter referred to as "Purchaser Required Rights"). 6. CABLE SYSTEM WARRANTY 6.1 FiberLight warrants that Purchaser's Cable System will comply with all applicable codes,laws and regulations, and will be free from material defects in construction,workmanship,and design for a period of one (1)year commencing on the Acceptance Date. 6.2 FiberLight provides materials and non-FiberLight products on an "AS IS" basis. However, non-FiberLight manufacturers or suppliers may provide their own warranties to Purchaser and FiberLight shall cooperate fully with Purchaser to effect such warranty assignment and/or cooperate with Purchaser in filing warranty claims with such manufacturers. In no event shall FiberLight be deemed to have guaranteed any such warranties provided by manufacturers or suppliers. 6.3 EXCEPT AS EXPRESSLY SET FORTH ABOVE, FIBERLIGHT MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND WITH RESPECT TO PURCHASER'S CABLE SYSTEM. 7. PURCHASER LOCATIONS,ACCESS,AND LIABILITY Purchaser hereby provides and grants,at no cost to FiberLight,all necessary and reasonable easements,licenses,permits or other authorizations for, and use of, all building entrance facilities and all electricity, sanitary facilities and other utilities at its (or its"affiliates and its agents")locations through which Purchaser's Cable System may pass,as FiberLight may reasonably require to provide safe and convenient working conditions for its personnel for the installation of Purchaser's Cable System. FiberLight shall have no responsibility for any damage or loss to Purchaser's Cable System or any portion or component thereof,which is on or in a Purchaser location after installation. 8. USE OF EQUIPMENT 8.1 Purchaser's use of Purchaser's Cable System shall comply with this Agreement and all applicable and lawful government ordinances,laws,rules,regulations or restrictions. 8.2 Use of the facilities adjacent to Purchaser's Cable System and contained with the conduit creating an undivided interest between the Purchaser and FiberLight(the"Shared Cable System"),as applicable,by FiberLight and Purchaser shall not: (i) interfere with the use of or impair service over the Shared Cable System; (ii)impair the privacy of any communications over the Shared Cable System;or (iii) cause damage to property or create hazards to the employees of any user of the Shared Cable System or to the public. In no event shall Purchaser disturb or remove any conduit or innerduct comprising the Shared Cable System. 8.3 Purchaser shall keep the Shared Cable System free from any liens, rights, or claims of any third party attributable to TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 4 of 14 Purchaser and shall not damage or interfere with the Shared Cable System. 9. INDEMNIFICATION 9.1 To the extent allowed by law, each Party (the "Indemnifying Party') hereby releases and agrees to indemnify, defend, protect and hold harmless the other party, its employees, officers, directors, agents, shareholders and affiliates (the "Indemnified Party"), from and against any third party claims, actions, damages, liabilities, costs, judgments, expenses, costs of litigation,investigation or proceeding(including reasonable attorney fees),arising out of or in connection with: 9.1.1 Any injury, death or damage to any person, tangible property or facilities of any third person or entity arising out of or resulting from the negligence or willful misconduct by the Indemnifying Party;and 9.1.2 Any violation by the Indemnifying Party of any material applicable,law,regulation,rule, statute,or court order of any domestic or foreign local,state,federal or other duly authorized governmental agency, court,or body in connection with its obligations under this Agreement. 9.2 To the extent allowed by law,the Indemnifying Party hereby releases and agrees to indemnify,defend,protect and hold harmless the Indemnified Party, its employees, officers, directors, shareholders, servants, affiliates, agents, contractors, licensees, invitees, vendors and customers, from and against any third party claims, actions, damages, liabilities, costs, judgments,expenses,costs of litigation,investigation or proceeding(including reasonable attorney fees) arising out of or in connection with the Indemnifying Party's (and its officers', directors', shareholders', employees', servants', affiliates', agents', contractors', licensees', invitees', vendors' and customers') use, misuse, resale or other transfer or conveyance, sharing or modification of the Shared Cable System or prevention or hindrance of the Indemnified Party's access thereto. 9.3 In all instances in which the Indemnifying Party is obligated to indemnify the Indemnified Party as provided for in this Agreement, (i) the Indemnified Party shall give the Indemnifying Party written notice of all claims,damage,losses, suits and any other event which is in any way related to or asserted by Purchaser as a basis for such obligation,which notice shall be given immediately after the Indemnified Party chaser becomes aware thereof, (ii) the Indemnified Party shall have the sole right to control the defense of such matter and the sole right to determine the disposition of each matter, (iii) the Indemnified Party shall furnish such available information and assistance as may be required by the Indemnified Party to assist in the disposition of such matter and no disposition or settlement shall be made by the Indemnified Party of any matter for which a claim of indemnification or to be held harmless will be made, without the prior written consent of the Indemnified Party. 10. LIMITATION OF LIABILITY NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH SUCH PARTY'S FAILURE TO PERFORM ITS RESPECTIVE OBLIGATIONS OR BREACH OF ITS RESPECTIVE REPRESENTATIONS HEREUNDER,INCLUDING,BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, RECORDS, DATA OR EQUIPMENT, LOSS OF USE OR LOST BUSINESS,REVENUE,PROFITS,OR GOODWILL,ARISING IN CONNECTION WITH THIS AGREEMENT (FOR THE PURPOSE OF THIS SECTION,NOTWITHSTANDING ANYTHING TO THE CONTRARY,LOST PROFITS, REVENUE OR OTHERWISE, SHALL NOT INCLUDE DIRECT DAMAGES WITH RESPECT TO ANY AMOUNTS DUE AND OWING FIBERLIGHT UNDER THIS AGREEMENT), COST OF CAPITAL, COST OF REPLACEMENT SERVICES (WHETHER ARISING OUT OF TRANSMISSION INTERRUPTIONS OR PROBLEMS,ANY INTERRUPTION OR DEGRADATION OF SERVICE OR OTHERWISE), OR CLAIMS OF PURCHASERS OR THIRD PARTIES IN CONNECTION WITH THEIR USE OF THE SHARED CABLE SYSTEM, EXCEPT IN THE EVENT EITHER PARTY IS FOUND LIABLE ON THE BASIS OF GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. NOTHING HEREIN SHALL PREVENT EITHER PARTY FROM PURSUING THIRD PARTY CLAIMS WHICH ACT TO INTERFERE WITH THE INTEGRITY OF THE AFFECTED PARTY'S NETWORK, AND THE PARTIES AGREE TO ASSIGN ANY RIGHTS OR CLAIMS, EXECUTE ANY REASONABLY APPROPRIATE DOCUMENTS AND TAKE ANY OTHER STEPS THAT MAY BE REASONABLY NECESSARY TO ENABLE THE AFFECTED PARTY TO PURSUE ANY SUCH ACTION AGAINST SUCH THIRD PARTY. 11. FORCE MAJEURE TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 5 of 14 Neither Party will be in default under this Agreement to the extent it is delayed or prevented from performing its obligations hereunder because of any acts of God; fire; flood; natural disaster; adverse weather conditions; change in governmental codes, ordinances, laws, rules, restrictions or regulations; condemnation or exercise of rights of eminent domain;war or civil disorder; failure of a third party to grant or recognize any Required Right; permitting delays; strike or other labor problems; accidents; fiber cuts; material or facility shortages or unavailability or other delay in delivery; lack of or delay in transportation;or any other cause beyond the reasonable and foreseeable control of the Party(each a "Force Majeure"). In the event of a Force Majeure, the Party whose performance is delayed shall use commercially reasonable efforts to mitigate and avoid continuation of Force Majeure so as to recommence timely performance as soon as practicable. If an event of Force Majeure occurs, the time for performance or delay will be extended for the duration of the condition. Notwithstanding the foregoing,if an event of Force Majeure occurs and persists for sixty(60) days or more and a Party delays performance as a result, the non-delaying Party may terminate this Agreement without liability and receive a refund of any pre-paid amounts paid hereunder(if any). 12. CONFIDENTIALITY Each Parry to this Agreement,its affiliates,agents,contractors and subsidiaries and its and their officers,directors,employees and agents receiving information from the other Party clearly indicated to be proprietary and confidential by a label,legend or other notice or is otherwise reasonably identifiable as confidential or proprietary information (including without limitation, blueprints, as-built drawings, business plans, customer data, network information or pricing) ("Confidential Information' will keep such Confidential Information in confidence and will not copy or disclose or permit others to copy or disclose such Confidential Information to any individual other than the directors,officers and employees of such Party or agents of such Party who need to know and who have agreed in writing to the confidentiality provisions of this Agreement which shall survive for a period of three(3)years from the Acceptance Date or the date the Confidential Information is provided to the receiving Parry, whichever is greater, unless the Confidential Information constitutes a "trade secret" in which case the receiving Party must comply with the foregoing restrictions for as long as applicable law allows. All such Confidential Information,unless otherwise specified in writing,shall remain the property of the Disclosing Party,and shall be returned to the Disclosing Parry or destroyed after the Receiving Parry's need for it has expired or upon the request of the Disclosing Party. Notwithstanding the foregoing,neither Party will be required to keep confidential any information that(1) becomes publicly available other than through the receiving Party;(2)is required to be disclosed pursuant to a governmental or judicial rule,order,or regulation,provided that the receiving Parry notifies the disclosing Party in advance of the pending disclosure so as to enable the disclosing Party to seek appropriate protective relief; (3) the receiving Parry independently develops; (4) becomes available to the receiving Parry without restriction from a third Party that has the legal right to disclose such information; or (5) is required by the receiving Parry's lender and given to such lender on a confidential basis with the delivering Parry's consent. 13. TERMINATION AND DEFAULT 13.1 The occurrence of any of the following will constitute a default under this Agreement by the relevant Party: 13.1.1 A Party fails to pay any undisputed amount due under this Agreement and fails to pay such amount within ten (10) days after such Party receives written notice of such failure to pay;or 13.1.2 A Party breaches a material provision of this Agreement, other than the payment of money, and fails to cure such breach within thirty (30) days after such Party receives written notice of such breach,or if such breach is not capable of cure within such thirty(30) day period,and the breaching Party fails to commence to cure such default or diligently pursue completion of such cure during and after such thirty(30)day period. 13.2 Upon a default by the other Party, the non-defaulting Party may terminate this Agreement by providing the defaulting Party ten (10) days prior written notice of its intent to terminate and may pursue any and all legal remedies it may have under applicable law, or principles of equity relating to such breach. Since a breach of a material obligation may cause irreparable harm for which monetary damages may be inadequate, in addition to other available remedies, the non- breaching Party may seek injunctive relief for any breach or default hereof. 13.3 The rights and remedies of the Parties provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or elsewhere in this Agreement. 14. INSURANCE TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 6 of 14 14.1 Fiberlight shall obtain and maintain at their sole cost,not less than the following insurance: 14.1.1 Commercial General Liability Insurance with a combined single limit of not less than $5,000,000 for bodily injury and property damage; 14.1.2 Worker's Compensation Insurance in amounts required by applicable law and Employers Liability Insurance with limits not less than$1,000,000 each accident;and 14.1.3 Automobile Liability Insurance with a combined single limit of $2,000,000 for bodily injury and property damage,to include coverage for all owned,non-owned,and hired vehicles. 14.1.4 The limits set forth above may be met through a combination of primary and excess liability coverage and such limits are minimum limits and shall not be construed to limit the liability of the Parties. 14.2 Intentionally omitted. 15. MISCELLANEOUS 15.1 Notices. Except as otherwise provided herein, any notice required pursuant to this Agreement shall be in writing, transmitted to the Parties'addresses specified below or such other addresses as may be specified by written notice,and will be considered given either when deposited in either registered or certified U.S. Mail, return receipt requested, postage prepaid;or delivered to a nationally recognized overnight courier service:: If to FiberLight: F+'IBERLIGHT,LLC 11700 Great Oaks Way,Suite 100 Alpharetta,Georgia 30022 Attention:Legal If to Purchaser: TOWN OF WESTLAKE 1500 Solana Blvd. Building 7,Suite 7200 Westlake,Texas 76262 15.2 Assignment. This Agreement shall be binding on Purchaser and its respective Affiliates, successors, and assigns This Agreement shall not be assignable without the express written consent of the other Party, which shall not be unreasonably withheld,conditioned,or delayed. In the event a Party assigns this Agreement to a legal successor,it shall so notify the other Party within ten(10) days of the assignment. 15.3 Waiver. The terms, covenants, representations and warranties of this Agreement may be waived only by a written instrument executed by the Party expressly waiving compliance hereunder. Except as otherwise provided for herein, neither Party's failure,at any time,to enforce any right or remedy available to it under this Agreement shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder. 15.4 Judicial Interpretation. If this Agreement requires judicial interpretation, then Purchaser and FiberLight stipulate that the court should not construe the terms of this Agreement more strictly against the party preparing this Agreement, because both Purchaser and FiberLight have sought and received advice of counsel to the extent that each deems necessary for full understanding of all the consequences of these terms and conditions. 15.5 Severability. If any provision of this Agreement is found to be illegal or otherwise invalid, then the validity of the remaining provisions will not be impaired. Purchaser and FiberLight will attempt to replace any invalid provision with a valid provision having substantially the same commercial effect as the invalid provision,and such valid provision will be deemed effective retroactively to the date hereof. 15.6 Jurisdiction and Governing Law. This Agreement shall be interpreted, construed and governed in accordance with the laws of the State of Texas,without regard to principles of conflicts-of-law or choice of law principles. 15.7 Publici . No publicity(e.g.,press releases or other public disclosures)regarding the existence of this Agreement shall be TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 7 of 14 permitted without each Party's prior express written consent except to the extent required by law, and in such case,in compliance with all applicable provisions hereof(e.g.,subject to prior notice and cooperation on confidential treatment). The content and timing of any press releases and all other publicity regarding the subject matter of this Agreement or Purchaser's relationship with FiberLight,if authorized,shall be mutually agreed upon by the Parties. 15.8 Headings and Construction. The headings of the Sections in this Agreement are strictly for convenience and shall not in any way be construed as amplifying or limiting any of the content of this Agreement as set forth in the body of this Agreement. The singular herein shall include the plural, and the plural herein shall include the singular, where appropriate. 15.9 Counterparts and Amendments. This Agreement may be executed in any number of counterparts,each of which will be deemed an original,but all of which together will constitute the one and the same agreement. This Agreement may not be amended or otherwise altered except by written agreement between the Parties hereto. 15.10 Relationship of the Parties/Non-Exclusivity. The relationship between Purchaser and FiberLight shall not be that of partners, agents, joint venturers, employee relationship, or franchise for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency or such other agreement between them for any purpose,including but not limited to federal income tax purposes. Purchaser and FiberLight,in performing any of their obligations hereunder, acknowledge and agree that the relationship arising from this Agreement is one of independent contractors or independent parties and shall discharge their contractual obligations at their own risk. Nothing in this Agreement shall prevent either Party from entering into similar arrangements with, or otherwise providing services to, any other person or entity. Without limiting the generality of the foregoing, Purchaser expressly acknowledges that FiberLight may sell, convey transfer, maintain, and operate the Shared Cable System in its sole discretion, including transfers of shares within the same-shared conduit lines. 15.11 Entire Agreement. All Exhibits and attachments to this Agreement are hereby incorporated herein and therein as an integral part of this Agreement and supersedes all agreements previous to this Agreement with regard hereto between FiberLight and Purchaser. In the event of an express conflict between the provisions of this Agreement and those of any Statement of Work,the provisions of the Statement of Work shall prevail. [signatures appear on the following page/ TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 8 of 14 IN WITNESS WHEREOF,FiberLight, and Purchaser, confirming their consent to the terms and conditions contained in this Agreement and intending to be legally bound hereby,have executed this Agreement as of the dates set forth below. FIBERLIGHT, LLC INSERT PURCHASER'S NAME] By: By: Name: Name: Title: Title: Date: Date: TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 9 of 14 ATTACHMENT A—ACCEPTANCE TEST PLAN 1. INTRODUCTION 1.1 This Acceptance Test Plan is the criteria by which FiberLight demonstrates that the Purchaser's Cable System is ready for use. Upon successful completion of this Acceptance Test Plan, and in accordance with the provisions set forth in the Agreement,Purchaser shall accept the Purchaser's Cable System. 1.2 Unless specifically noted otherwise,the capitalized terms in this document have the same meaning as those set forth in the Agreement to which this document is an attachment. 2. PERFORMANCE TESTING The following performance tests are conducted upon completion of installation and splicing of fiber optic cables to ensure signal quality. 2.1 SPLICE TESTING FiberLight requires bi-directional OTDR (Optical Time Domain Reflectometer) testing of individual splices. To ensure acceptable splices prior to closing and sealing the splice case,FiberLight uses the OTDR to monitor all splicing activity as it is performed. Splice cases are sealed immediately after testing. This test is: 2.1.1 Mass Fusion OTDR Splice Test Every fiber at each mass fusion splice point will be tested bi-directionally at 1550nm with an OTDR capable of long range and high resolution testing. The maximum allowable individual splice loss is.35 dB bi-directionally averaged,and the fiber will be re-spliced up to 2 times,if the splice still exceeds.35 dB. However,if the average bi-directional splice loss of all splices across the entire tested span is .2 dB or less,then the individual splice loss of.35 dB or greater will be acceptable. 2.1.2 Single Fusion OTDR Splice Test Every fiber at each single fusion splice point will be tested bi-directionally at 1550nm with an OTDR capable of long range and high resolution testing. The average splice loss of all individual splices, where a mass fusion splice machine is not used, in a span cannot exceed the FiberLight NT loss standards of 0.15 dB bi-directionally averaged. Individual splice losses are the average of the OTDR splice loss measurements made in both directions. 2.2 FIBER OPTIC CABLE TESTING 2.2.1 FiberLight performs various tests on spliced and terminated fiber optic cable spans to ensure fiber optic cables are working according to cable manufacturers specifications, including-one end-to-end power test in both directions at the 1550nm wavelength on terminated fiber and one end-to-end OTDR test for each fiber in both directions at the 1550nm wavelength on all fiber ends. 2.2.2 Mass Fusion OTDR Splice Test Every fiber in a segment span will be tested bi-directionally at 1550nm with an OTDR capable of long range and high resolution testing. The maximum allowable individual splice loss is .35 dB bi- directionally averaged,and the fiber will be re-spliced up to 2 times,if the splice still exceeds .35 dB. However,if the average bi-directional splice loss of all splices across the entire tested span is .2 dB or less,then the individual splice loss of.35 dB or greater will be acceptable. 2.2.3 Single Fusion OTDR Splice Test Every fiber in a segment span will be tested bi-directionally at 1550nm with an OTDR capable of long range and high resolution testing. The average splice loss of all individual splices,where a mass fusion splice machine is not used, in a span cannot exceed the loss standards of 0.15 dB bi-directionally averaged. Individual splice losses are the average of the OTDR splice loss measurements made in both directions. 2.2.4 End-to-End Test Every fiber of each terminated span is tested in both directions from end-to-end using a 1550nm stabilized light source and power meter. The total loss of any span shall not exceed the maximum loss per span as calculated below. TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 10 of 14 [Two (2)connector x.60] + [(#) of splices x.2 db] + [specified cable loss per km x length of cable in km] =maximum acceptable loss 2.2.5 Bi-directional OTDR Span Test A signature trace of each fiber will be taken in each direction at 1550nm with an OTDR capable of long range and high resolution testing. 3. EXHIBITS TO THE ATP INCLUDE FORMS FOR: • 3.1 Bi-Directional Report,Exhibit 1. • 3.2 Power Meter Testing Results,Exhibit 2. • 3.3 System Acceptance Notice,Exhibit 3. TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 11 of 14 Exhibit 1 to ATP Fiberl-ight Example- Bi-Dir Splice Loss Summary Report Cable Customer Name Trace List: FEP7655D401.TRL Project Name Correlation%:5.00 011151D7 Reference : FEFED37.TRC Length:69374 ft Wavelength(nm): 15513 Cable: Splice Number l-->Loc(kft)1-->Loc(kft) 001 002 003 004 005 006 007 008 009 010 Fiber 7.39 20.36 22.91 31.19 45.64 46.94 57.75 66.61 67.75 68.54 End- Number 61.98 49.01 46.47 38.18 23.74 22.44 11.62 3.77 1-62 0.83 Avg Min Max End(dB) 037 -0.02 -0.01 0.03 0.01 0.02 0.00 -0.01 0.01 0-02 0.00 0.00 -0.02 0.03 4-11 038 0.01 0.01 0.01 0.03 0.01 0.01 0.01 0.00 0.10 0.03 0.02 0.00 0.10 4.38 039 -0.01 0.01 0.04 0.06 0.10 0.06 -0.01 0.02 0.01 0.20 0.05 -0.01 0.20 4.45 040 0.01 0.03 0.11 0.03 0.04 0.01 0.01 -0.00 0.02 0.01 0.03 -0.00 0.11 4.45 Average -0.00 0.01 0.05 0.03 0.04 0.02 -0.00 0.01 0.04 0.06 0.03 4.35 Min -0.02 -0.01 0.01 0.01 0.01 0.00 -0.01 -0.00 0.01 0.00 -0.02 4.11 Max 0.01 0.03 0.11 0.06 0.10 0.06 0.01 0.02 0-10 0.20 0.20 4.46 Purchaser's Name v05.14.08 Contract Number:FPA-1000-00-08 Page 12 of 14 Exhibit 2 to ATP I berLrgFlt F i b e rLogl � P.—Ilieret rest C.--ity Check off 53aeet site= 3a;t 3 Y oe N T pe of Gossr•n+cats Test VFL J Power Metes �Ta�en�1- P,her Type Sp ass sj?7--- 02t .]L--d Fib-= _- e -. 3 to j7—ge Ea a-tc-E.ssd L.oM I db recage Span 1—,d 6 1- 0-000 0-060 0_000 0.000 0.000 0-000 c-000 0_00G 0_009 0-060 17 = 0-000 13 _ 0_000 14 = 0.000 15 0.000 15 0-000 1- r£ = o_ooc is o_0ou S 0-060 0-060 o_000 wo _ o_000 �6 C-060 0-000 0_600 0_60a 31 0-000 0-060 o_aoo 0.000 o_aoo c-00c TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 13 of 14 Exhibit 3 to ATP System Acceptance Notice By signature affixed below FIBERLIGHT, LLC ("FiberLight") hereby officially notifies [INSERT PURCHASER'S NAME] (Purchaser) that the Purchaser's Cable System Services purchased by Purchaser, pursuant to the Fiber Purchase Agreement between Purchaser and FiberUght dated ,201X("Agreement"),and described as follows: The Purchaser's Cable System was successfully completed by FiberLight on ,201X;and on that date,the measured test results met the parameters of the Specifications for the Purchaser's Cable System as set forth in said Agreement. Accordingly,for purposes of the Agreement,the Acceptance Date shall be the above stated ATP completion date. Signed and Acknowledged without exception: FIBERLIGHT,LLC [INSERT PURCHASER'S NAME] By: By: Name: Name: Title: Title: Date: Date: Please execute and return one original to Attention:Legal Department FIBERLIGHT,LLC 11700 Great Oaks Way,Suite 100 Alpharetta,GA 30022 TOWN OF WESTLAKE,TEXAS Contract Number:FPA-00013430 Page 14 of 14 OUTSIDE PLANT SERVICES FIBER MAINTENANCE AGREEMENT BY AND BETWEEN FIBERLIGHT, LLC AND TOWN OF WESTLAKE DATED AS OF FEBRUARY , 2020 Town of Westlake,Texas v. 10.2018 Contract Number: OSP-00013435 Page 1 of 13 FIBERLIGHT OUTSIDE PLANT SERVCES FIBER MAINTENANCE AGREEMENT This Outside Plant Services Fiber Maintenance Agreement (the "Agreement") is made and entered by and between FiberLight, LLC, with offices located at 11700 Great Oaks Way, Suite 100, Alpharetta, Georgia 30022 (hereafter "FiberLight") and City of Westlake, Texas with offices located at 1500 Solana Blvd., Building 7, Suite 7200, Westlake, Texas 76262(hereafter"Purchaser") (each of FiberLight and Purchaser,a"Party"and,collectively,the"Parties"). 1. GENERAL 1.1 FiberLight and Purchaser has purchased certain fiber optic cable as described in the applicable Statement of Work("Cable System"). In accordance with the purchase of the Purchaser's Cable System,FiberLight agree to provision services consisting of routine maintenance,emergency restoration,locate services,tie-in services,and access rights to the Purchaser and Purchaser agrees to the relocation, condemnation, and access policies applicable to Purchaser's Cable System. 1.2 FiberLight shall notify Purchaser in advance of planned or intrusive activities on Purchaser's Cable System that may impair or eliminate signal continuity. Intrusive cable activities are those which will require FiberLight to directly handle Purchaser's fiber,ribbon or buffer tube and are typically scheduled during the"off-peak"hours (typically 6 PM to 6 AM local time). FiberLight will use commercially reasonable efforts to perform intrusive activities outside of off-peak hours, but reserves the right to perform intrusive activities at any time with seventy-two (72) hours prior notice. Emergency repairs are not subject to the seventy-two (72) hour notification requirement. Non-intrusive cable activities and all other maintenance measures which do not physically expose Purchaser's buffer tube,ribbon or fiber may be performed during regular business hours. 1.3 FiberLight maintains a twenty-four (24) hour help desk ("Customer Care Center" or "NOC") to service requests made under this Agreement. When Purchaser has a service request that falls under the scope of this Agreement, it will call the Customer Care Center via a toll-free number to be provided to Purchaser. The Customer Care Center will open a service ticket for the work to be performed. The Customer Care Center will track the service ticket until the service request has been satisfactorily completed. The number is 1-800- 672-0181. 1.4 FiberLight uses advanced fiber testing systems which continuously monitor and analyze the performance of the Cable System in an itemized, point by point, process and performs Optical Time Domain Reflectometer (OTDR) on inactive FiberLight maintenance fibers to ensure that microbends are not being introduced into the Cable System. OTDR readings are used to find potential problems, such as pinched or twisted fiber,tight coils, tight overlash, or rubbing cable. FiberLight uses an OTDR capable of reading a .05dB loss level and documents all test results. This reading is dependent upon the OTDR average time, pulse width and span strength. 2. Cable System Maintenance 2.1 Routine Maintenance. FiberLight will perform routine maintenance (i.e. maintenance not made necessary by natural disasters, impairment of the Cable System or other emergency situations) on the Cable System. Elements of routine maintenance include inspections of the Cable System, maintenance on the general construction of the Cable System,changes to the manholes or handholes appurtenant to the Cable System and general upkeep of the Cable System. Inspections of the Cable System include: 2.1.1 Annual Inspection. FiberLight conducts an annual inspection of the Use of the facilities adjacent to Cable System and contained with the conduit adjacent to the Cable System which FiberLight and Purchaser hold an undivided interest in(the"Shared Cable System"),which includes inspection of the manholes/handholes,pole footings,loose or damaged hardware,and checking for code violations and change-outs. In addition, FiberLight inspects the Shared Cable System path at least quarterly by walking or driving the route to ensure that potentially harmful activities do not cross or parallel the Shared Cable System. Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 2 of 13 N\\\/\ FIBERLIGHT r 2.1.2 Signs. FiberLight maintains sign posts along the Shared Cable System path with its "800" phone number.These markers clearly identify the route and are typically placed near splice locations,points where the route changes direction, and typically within 1,000 feet of the previous marker or where applicable. FiberLight is also limited in the types of signage that the governing jurisdiction permits or requires. 2.1.3 Locate Services. FiberLight subscribes to local utility locate services for the Cable System. FiberLight maintains contact with local utility companies and economic development planners to obtain accurate, current information about street widening and pole change-out projects. FiberLight responds to local, state, or federal authorities for compliance or cooperation with utility locate services. Upon notification, FiberLight will mark the Cable System for utility development, general construction, and landscaping in the area and will coordinate, and execute routine and emergency locates (regardless of how they are received—by telephone,computer,actual observation,etc.). 2.2 Emergency Restoration and/or Repair 2.2.1 Upon notification by Purchaser, detection by FiberLight, or a local emergency authority that Purchaser's Cable System is damaged,impaired or not functioning,FiberLight will make commercially reasonable efforts to respond to requests for emergency restoration within two (2) hours. However, response times may be adversely affected by conditions outside of the control of FiberLight, including, but not limited to Force Majeure events as described in Section 8 hereto. FiberLight will ensure that specific preparations are made to maintain the readiness and accessibility of the personnel, materials and equipment required for response to emergency restoration conditions. 2.2.2 FiberLight will be responsible for all temporary and permanent repairs to Purchaser's Cable System and appurtenances thereto and will coordinate all aspects of both temporary and permanent restoration activities.FiberLight will provide emergency escalation lists upon request. 2.2.3 FiberLight personnel will take the lead in coordinating all aspects of both temporary and permanent restoration activities and FiberLight will maintain contracts to have the appropriate personnel, material and equipment on call all the time. Mobilization and response time goals are less than two (2)hours. 2.2.4 When a temporary cable is used for repair, FiberLight will make commercially reasonable effort to restore all"assigned"fibers as a priority. All activities will be coordinated by FiberLight to ensure that all parties have the safest and most efficient repair. 3. ADDITIONAL SERVICES AND OPERATIONS The following are services FiberLight may perform,but which are not covered by the Maintenance Fee: 3.1 Tie-In Services. FiberLight's tie-in services include planning, support and project management and cable splicing services. Tie-in services are required for all customers that want to connect fiber cables from laterals into the FiberLight backbone. Tie In Services will not be performed until FiberLight receives the executed System Acceptance Notice. If Purchaser utilizes the network for other then testing purposes this usage will deem acceptance.FiberLight will provide basic planning support for lateral connection operations.The routine tie-in service does not cover conditions relating to emergency outages of service or routine locate and maintenance,unless FiberLight owns the lateral connection.Unless the Purchaser designates a specific location for demarcation between the Purchaser's Cable System and Purchaser's network, FiberLight will engineer and design the most efficient location for demarcation between the Cable System and Purchaser's network. FiberLight will coordinate the placement of a demarcation manhole/handhole or a building demarcation point for fiber lateral connections.Purchaser shall pay the specific splicing or tie-in charges and the appropriate labor charges set forth in Attachment A—Splicing Matrix. 3.2 Splicing. Cable splicing services at the backbone include accessing the cable, preparing the splice enclosure, preparing the fibers for splicing, fusion splicing the fibers, installing and dressing the fibers and splices in the Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 3 of 13 FIBERLIGHT splice trays. FiberLight is responsible for all setup and closing activities of the work area including securing access to the manhole or handhole, closure of equipment in the handhole or manhole, and cleanup and removal of any debris. FiberLight cable splicing standards require that all fibers are fusion spliced and organized, placed and secured in the splice closure equipment provided by FiberLight. To ensure acceptable splices prior to closing and sealing the splice case,FiberLight will monitor the splice while it is being performed using an Optical Time Domain Reflectometer(OTDR). Each fiber spliced is tested bi-directionally at 1550nm, with an OTDR capable of long range and high resolution testing.The maximum allowable individual splice loss is .35 dB bi-directionally averaged, and will be re-spliced up to two (2) times, if the splice still exceeds .35dB, but the average bi-directional splice loss of all splices across the entire tested span is .2 dB or less, then the individual splice loss of.35 dB or greater will be acceptable. FiberLight uses an OTDR capable of reading to the .05 dB loss level,produces fiber test documentation and stores the test data.The dB loss per kilometer of fiber will vary with the type and characteristics of the fiber and the average and number of splices. 3.2.1 FiberLight requires a minimum of ten (10) days advance notice to perform any splicing activity. When multiple locations and reconfigurations are involved, FiberLight will perform the work in a diligent manner and timeframe. 3.2.2 FiberLight provides splicing services, including planning support, project management and cable splicing services. Splicing services are required for all Cable System Purchasers that want to connect fiber cables from laterals into the FiberLight backbone. 3.2.3 FiberLight will answer all questions and provide basic planning support for lateral connection operations. The routine splicing service does not cover conditions relating to emergency outages of service or routine locate and maintenance,unless FiberLight owns the lateral connection. FiberLight will engineer and design the most efficient location for demarcation between the Cable System and Purchaser's network. FiberLight will coordinate the placement of a demarcation manhole/handhole or a building demarcation point for fiber lateral connections. 3.2.4 All splicing, terminating, and connectorization on the backbone will be performed by FiberLight. Cable splicing services at the backbone include accessing the cable, preparing the splice enclosure, preparing the fibers for splicing,fusion splicing the fibers,installing and dressing the fibers and splices in the splice trays. FiberLight is responsible for all set up and closing activities of the work area including securing access to the manhole or handhole, closure of the equipment in the manhole or handhole,and clean up and removal of any debris. 3.3 Relocation of the Cable System. If for any reason other than FiberLight's gross negligence (including,but not limited to a condemnation proceeding by any governmental agency or other party with the power of eminent domain for public purpose or use) Cable System must be relocated, FiberLight will give Purchaser notice of such relocation not later than thirty (30) business days after receipt of such written notice by FiberLight and will give Purchaser an estimate of the relocation costs.To the extent the relocation costs are not recovered from a third party, Purchaser shall be liable for Purchaser's pro-rata portion of the actual costs incurred in connection with such relocation. Upon completion of the relocation of the Cable System. FiberLight shall provide Purchaser access, during normal business hours upon reasonable notice, to inspect FiberLight's records to audit any expenditure in connection with such relocation. 3.4 In addition, FiberLight personnel are available to perform inspection services, dispatches, and investigation of non-service effecting network inquiries on Purchaser's behalf. Purchaser must open a ticket with the FiberLight Customer Care Center. These services will be billed at the rates in Attachment B — Inspection Services if dispatch is required. 3.5 In the event Purchaser shall uses the Cable System for a purpose other than which it was intended and designed and the Purchaser's Cable System is damaged as a result of Purchaser's use, misuse or abuse, then FiberLight shall repair or replace Purchaser's Cable System at Purchaser's sole cost and expense. 3.6 Manhole License. Access by Purchaser to FiberLight's owned or controlled manholes shall be governed by Attachment C-Manhole License Terms. Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 4 of 13 FIBERLIGHT 4. PURCHASER ACCESS TO CABLE SYSTEM To insure overall system integrity, a FiberLight representative will perform and inspect any intervention with the backbone cable fibers, cable, conduits, manholes, handholes, aerial plant, splice cases, strand, pole attachments, bridge attachments and related appurtenances. Purchaser or a FiberLight approved contractor may perform, under the supervision of a FiberLight representative construction of a manhole when Purchaser installs a meet me manhole to be used as a demarcation point between the Purchaser's and FiberLight's network, terminating Purchaser-provided jumpers, coordinating the fiber assignment and inspection at a third party's manhole including, but not limited to, Purchaser verifying that Purchaser's Cable System has met the requirements of the ATP. The ATP supervision will not be billable.FiberLight will provide inspectors at commercially billable rates with a 4-hour minimum.All work performed on the backbone cable system,fibers, conduits,manholes,handholes,aerial plant, splice cases, strand,pole attachments, bridge attachments and related appurtenances will be performed by FiberLight. Notwithstanding any of the foregoing, Purchaser shall have the right to be present during the performance of any maintenance activity hereunder so long as this requirement does not interfere with FiberLight's ability to perform its obligations under this Agreement. 5. FEES AND TERMS OF PAYMENT 5.1 Fees. The Annual Maintenance Fee and Monthly Location Access Fee shall be identified on the applicable SOW and shall be payable to FiberLight in accordance with the applicable SOW. The Maintenance Fee for partial years shall be pro-rated. Commencing on the first day of February in the second year of the term of this Agreement, FiberLight may, upon thirty (30) days prior written notice to Purchaser, adjust the annual Maintenance Fee,provided,however,that in no event shall any such adjustment result in an increase over the previous year that exceeds the increase in the Consumer Price Index (up to a maximum of 5%) for the same period. 5.2 Incident Cost. In addition to the Maintenance Fee, in the event FiberLight incurs costs exceeding One Thousand Dollars ($1,000.00) in any one incident requiring emergency repair or service restoration to Purchaser's Cable System ("Incident Cost', and the need for such repair or restoration is not attributable in whole or in part to the negligence or other fault of FiberLight, then in addition to the Maintenance Fee, Purchaser shall also pay its pro rata share of such Incident Cost. For purposes of this subsection, "pro rata" shall mean the proportion that the number of fibers in the Purchaser's Cable System bears to the total number of fibers in the Shared Cable System at the location at which the Incident Cost is incurred. 5.3 Fees for Additional Services. Purchaser shall pay additional fees to FiberLight for additional services performed by FiberLight,which additional services are set forth in Section 3 hereto. 5.4 Notwithstanding anything to the contrary, no payment due hereunder is subject to reduction, set-off or adjustment of any nature by Purchaser. The sums required to be paid by Purchaser under this Agreement are exclusive of sales, use, excise, transfer, ad valorem, franchise or other similar taxes that may be imposed with respect to this Agreement or any of the services provided or used hereunder and Purchaser shall promptly pay or reimburse FiberLight for any such taxes. Purchaser shall have no responsibility for income or other similar taxes due from FiberLight which result from this transaction or which are assessed on revenues received by FiberLight. With respect to property taxes, the party that owns the property which is subject to such a tax at the time the tax accrues shall pay such property taxes. 5.5 FiberLight may charge Purchaser a one and one half percent (1.5%) monthly finance charge or the maximum allowed by law,whichever is less,for all outstanding amounts not paid within thirty(30)days following the date those amounts become due. 6. WARRANTIES FiberLight warrants that it is able to furnish the materials,supplies,services,equipment and labor required to perform its obligations under this Agreement and has sufficient experience and competence to do so. EXCEPT AS SET FORTH ABOVE,FiberLight MAKES NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. LIMITATION OF LIABILITY Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 5 of 13 FIBERLIGHT NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH SUCH PARTY'S FAILURE TO PERFORM ITS RESPECTIVE OBLIGATIONS OR BREACH OF ITS RESPECTIVE REPRESENTATIONS HEREUNDER,INCLUDING,BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, RECORDS, DATA OR EQUIPMENT, LOSS OF USE OR LOST BUSINESS,REVENUE,PROFITS,OR GOODWILL,ARISING IN CONNECTION WITH THIS AGREEMENT (FOR THE PURPOSE OF THIS SECTION,NOTWITHSTANDING ANYTHING TO THE CONTRARY,LOST PROFITS, REVENUE OR OTHERWISE, SHALL NOT INCLUDE DIRECT DAMAGES WITH RESPECT TO ANY AMOUNTS DUE AND OWING FIBERLIGHT UNDER THIS AGREEMENT), COST OF CAPITAL, COST OF REPLACEMENT SERVICES (WHETHER ARISING OUT OF TRANSMISSION INTERRUPTIONS OR PROBLEMS,ANY INTERRUPTION OR DEGRADATION OF SERVICE OR OTHERWISE), OR CLAIMS OF PURCHASERS OR THIRD PARTIES IN CONNECTION WITH THEIR USE OF THE SHARED CABLE SYSTEM, EXCEPT IN THE EVENT EITHER PARTY IS FOUND LIABLE ON THE BASIS OF GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. NOTHING HEREIN SHALL PREVENT EITHER PARTY FROM PURSUING THIRD PARTY CLAIMS WHICH ACT TO INTERFERE WITH THE INTEGRITY OF THE AFFECTED PARTY'S NETWORK,AND THAT THE PARTIES AGREE TO ASSIGN ANY RIGHTS OR CLAIMS, EXECUTE ANY REASONABLY APPROPRIATE DOCUMENTS AND TAKE ANY OTHER STEPS THAT MAY BE REASONABLY NECESSARY TO ENABLE THE AFFECTED PARTY TO PURSUE ANY SUCH ACTION AGAINST SUCH THIRD PARTY. 8. FORCE MATEURE Neither Party will be in default under this Agreement to the extent it is delayed or prevented from performing its obligations hereunder because of any acts of God; fire; flood; natural disaster; adverse weather conditions; change in governmental codes, ordinances, laws, rules, restrictions or regulations; condemnation or exercise of rights of eminent domain; war or civil disorder; strike or other labor problems; accidents; fiber cuts; material or facility shortages or unavailability or other delay in delivery;lack of or delay in transportation;or any other cause beyond the reasonable and foreseeable control of the Parry (each a "Force Majeure"). In the event of a Force Majeure, the Party whose performance is delayed shall use commercially reasonable efforts to mitigate and avoid continuation of Force Majeure so as to recommence timely performance as soon as practicable. If an event of Force Majeure occurs, the time for performance or delay will be extended for the duration of the condition. Notwithstanding the foregoing,if an event of Force Majeure occurs and persists for sixty (60) days or more and a Party delays performance as a result, the non- delaying Party may terminate this Agreement without liability and receive a refund of any pre-paid amounts paid hereunder(if any). 9. CONFIDENTIALITY Each Parry to this Agreement,its affiliates,agents,contractors and subsidiaries and its and their officers,directors,employees and agents receiving information from the other Parry clearly indicated to be proprietary and confidential by a label,legend or other notice or is otherwise reasonably identifiable as confidential or proprietary information (including without limitation, blueprints, as-built drawings, business plans, customer data, network information or pricing) ("Confidential Information' will keep such Confidential Information in confidence and will not copy or disclose or permit others to copy or disclose such Confidential Information to any individual other than the directors,officers and employees of such Party or agents of such Party who need to know and who have agreed in writing to the confidentiality provisions of this Agreement which shall survive for a period of three(3)years from the Acceptance Date or the date the Confidential Information is provided to the receiving Parry, whichever is greater, unless the Confidential Information constitutes a "trade secret" in which case the receiving Party must comply with the foregoing restrictions for as long as applicable law allows. All such Confidential Information,unless otherwise specified in writing,shall remain the property of the Disclosing Parry,and shall be returned to the Disclosing Party or destroyed after the Receiving Part's need for it has expired or upon the request of the Disclosing Party. Notwithstanding the foregoing,neither Party will be required to keep confidential any information that (1) becomes publicly available other than through the receiving Party;(2)is required to be disclosed pursuant to a governmental or judicial rule,order,or regulation,provided that the receiving Party notifies the disclosing Party in advance of the pending disclosure so as to enable the disclosing Parry to seek appropriate protective relief; (3) the receiving Parry independently develops; (4) becomes available to the receiving Parry without restriction from a third Party that has the legal right to disclose such information; or (5) is required by the receiving Parry's lender and given to such lender on a confidential basis with the Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 6 of 13 FIBERLIGHT delivering Party's consent. 10 TERMINATION AND DEFAULT 10.1 The term of this Agreement shall begin on the Effective Date and shall run until the earlier to occur of(i) ten (10) years following the Effective Date, or (ii) the termination of this Agreement as set forth below. Notwithstanding the foregoing, no termination or expiration of this Agreement shall affect the rights or obligations of any Party hereto with respect to any then-existing defaults. 10.2 The occurrence of any of the following will constitute a default under this Agreement by the relevant Party: 10.2.1 A Party fails to pay any amount which is undisputed to be due under this Agreement and fails to pay such amount within thirty(30)days after such Party receives written notice of such failure to pay; 10.2.2 A Party breaches a material provision of this Agreement,other than the payment of money,and fails to cure such breach within thirty (30) days after such Party receives written notice of such breach, or if such breach is not capable of cure within such thirty(30)day period,and the breaching Party fails to commence to cure such default or diligently pursue completion of such cure during and after such thirty(30)day period;or 10.2.3 A Party makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy, or a petition in bankruptcy or other insolvency protection is filed against either Party which is not dismissed with a finding in such Party's favor within ninety (90) days thereafter, or any petition or answer is filed seeking, consenting to, or acquiescing in reorganization, liquidation, dissolution or similar relief,or either Party's inability to pay its debts as they mature;or 10.3 Upon a default by the other Party, the non-defaulting Party may terminate this Agreement by providing the defaulting Party ten (10) days prior written notice of its intent to terminate and may pursue any and all legal remedies it may have under applicable law,or principles of equity relating to such breach. Since a breach of a material obligation may cause irreparable harm for which monetary damages may be inadequate,in addition to other available remedies,the non-breaching Party may seek injunctive relief for any breach or default hereof. 10.4 The rights and remedies of the Parties provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or elsewhere in this Agreement. 10.5 Intentionally omitted. 11. MISCELLANEOUS 11.1 Notices. Except as otherwise provided herein, any notice required pursuant to this Agreement shall be in writing, transmitted to the Parties' addresses specified below or such other addresses as may be specified by written notice, and will be considered given either when deposited in either registered or certified U.S. Mail, return receipt requested,postage prepaid;or delivered to a nationally recognized overnight courier service:: If to FiberLight: FIBERLIGHT,LLC 11700 Great Oaks Way,Suite 100 Alpharetta,Georgia 30022 Attention:Legal If to Purchaser: TOWN OF WESTLAKE 1500 Solana Blvd. Building 7,Suite 7200 Westlake,Texas 76262 11.2 Assignment. This Agreement shall be binding on Purchaser and its respective Affiliates, successors, and assigns. This Agreement shall not be assignable without the express written consent of the other Party,which Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 7 of 13 FIBERLIGHT shall not be unreasonably withheld, conditioned,or delayed. In the event a Party assigns this Agreement to a legal successor,it shall so notify the other Party within ten(10) days of the assignment. 11.3 Waiver. The terms, covenants, representations and warranties of this Agreement may be waived only by a written instrument executed by the Party expressly waiving compliance hereunder. Except as otherwise provided for herein,neither Party's failure,at any time,to enforce any right or remedy available to it under this Agreement shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder. 11.4 Judicial Interpretation. If this Agreement requires judicial interpretation, then Purchaser and FiberLight stipulate that the court should not construe the terms of this Agreement more strictly against the party preparing this Agreement,because both Purchaser and FiberLight have sought and received advice of counsel to the extent that each deems necessary for full understanding of all the consequences of these terms and conditions. 11.5 Severabili1y. If any provision of this Agreement is found to be illegal or otherwise invalid,then the validity of the remaining provisions will not be impaired. Purchaser and FiberLight will attempt to replace any invalid provision with a valid provision having substantially the same commercial effect as the invalid provision, and such valid provision will be deemed effective retroactively to the date hereof. 11.6 Jurisdiction and Governing Law. This Agreement shall be interpreted, construed and governed in accordance with the laws of the State of Texas,without regard to principles of conflicts-of-law or choice of law principles. 11.7 Pubhci1y. No publicity (e.g., press releases or other public disclosures) regarding the existence of this Agreement shall be permitted without each Party's prior express written consent except to the extent required by law, and in such case,in compliance with all applicable provisions hereof(e.g., subject to prior notice and cooperation on confidential treatment). The content and timing of any press releases and all other publicity regarding the subject matter of this Agreement or Purchaser's relationship with FiberLight,if authorized, shall be mutually agreed upon by the Parties. 11.8 Headings and Construction. The headings of the Sections in this Agreement are strictly for convenience and shall not in any way be construed as amplifying or limiting any of the content of this Agreement as set forth in the body of this Agreement. The singular herein shall include the plural,and the plural herein shall include the singular,where appropriate. 11.9 Counterparts and Amendments. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute the one and the same agreement. This Agreement may not be amended or otherwise altered except by written agreement between the Parties hereto. 11.10 Relationship of the Parties/Non-Exclusivity. The relationship between Purchaser and FiberLight shall not be that of partners, agents, joint venturers, employee relationship, or franchise for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency or such other agreement between them for any purpose, including but not limited to federal income tax purposes. Purchaser and FiberLight, in performing any of their obligations hereunder, acknowledge and agree that the relationship arising from this Agreement is one of independent contractors or independent parties and shall discharge their contractual obligations at their own risk. Nothing in this Agreement shall prevent either Party from entering into similar arrangements with,or otherwise providing services to,any other person or entity. Without limiting the generality of the foregoing, Purchaser expressly acknowledges that FiberLight may sell, convey transfer, maintain, and operate the Shared Cable System in its sole discretion, including transfers of shares within the same-shared conduit lines. 11.11 Entire Agreement. All Exhibits and attachments to this Agreement are hereby incorporated herein and therein as an integral part of this Agreement and supersedes all agreements previous to this Agreement with regard hereto between FiberLight and Purchaser. In the event of an express conflict between the provisions of this Agreement and those of any Statement of Work,the provisions of the Statement of Work shall prevail. Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 8 of 13 FIBERLIGHT IN WITNESS WHEREOF,FiberLight,and Purchaser,confirming their consent to the terms and conditions contained in this Agreement and intending to be legally bound hereby,have executed this Agreement as of the dates set forth below. FIBERLIGHT,LLC [INSERT PURCHASER'S NAME] By: By: Name: Name: Title: Title: Date: Date: Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 9 of 13 FIBERLIGHT Attachment A—Splicing Matrix FiberLight Splice Only Matrix Brief Description of Work Customer Ci Order# Trbl Mngmt# S I Lac. OPS MGR. Requester Cust PO# Date Due Date Comp Qty[#of Item Splice Locations Locations Unit Price Price A Existing manhole I without splice closure 1 slack coil only $ 1,162.00 $ B Existing manhole/with splice closure $ 742.00 $ C OCEF/new or existing in EUB $ 651.00 $ D Meet-me manhole lwithout demark fiber cable $ 1,722.00 $ E Meet-me manhole/with existing demark fiber cable&closure $ 812.00 $ Subtotal $ Qty(#of Item Fibers to be Spliced per Location Locations) Unit Price Price F 001 to 012 fibers spliced $ 812.00 $ G 013 to 024 fibers spliced $ 1,162.00 $ H 025 to 036 fibers spliced $ 1,519.00 $ 1 037 to 048 fibers spliced $ 1,876.00 $ J 049 to 060 fibers spliced $ 1,960.00 $ K 061 to 072 fibers spliced $ 2,254.00 $ L 073 to 084 fibers spliced $ 2,555.00 $ M 085 to 096 fibers spliced $ 2,947.00 $ N 097 to 108 fibers spliced $ 3,276.00 $ O 109 to 120 fibers spliced $ 3,416.00 $ P 121 to 132 fibers spliced $ 3,605.00 $ Q 133 to 144 fibers spliced $ 3,934.00 $ Subtotal $ G L ACCOUNT NUMBER(office use only)--BASE 4400 +below _ ATL =50-201 [ ] SoFL=52-202[ ] TAM=54-203 [ ] DFW=56-400 [ ] HOU=58-401 [ ] WDC=60-100 [ ] TOTAL PRICE $ Pre arer must itlace an Y'in the appropriate box X Example.Customer purchases 0 strands in a dual-path inventory lateral and requests splicing serNws to connect to their 8 strands of dark fiber in the backbone.Customer enters"2"in the quaMtly mlumn for Item B and"2"In the quantity column for Item F-(Although S fiber are spliced Into S fibers,the total number of fibers spliced Is 8,not 16_) (Last Update 0 512412 0 0 5. Prices subject to change without notice.FiberGght,LLC] wvvw.fiberlight.com 800.684.6393 Town of Westlake,Texas v. 10.2018 Contract Number: OSP-00013435 Page 10 of 13 FIBERLIGHT f Attachment B—Inspection Services 1. Laterals will be built on an as requested basis and will be priced on an individual cases basis. 2. All times are based on local times,and will be billed at the following rates: Time Rates Billing Increments 8:00 AM to 5:00 PM Monday—Friday* $90.00/hour One(1)hour increments;Two (2)hour minimum 5:00 PM to 8:00 AM Monday—Friday** $115.00/hour One(1)hour increments;Three(3)hour minimum All Day Saturday and Sunday;Holiday $115.00/hour One(1)hour increments;Three(3)hour minimum Rates are subject to increase annually based on CPI Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 11 of 13 '\*-\\ FIBERLIGHT ATTACHMENT C—MANHOLE LICENSE TERMS 1. MANHOLE LICENSE 1.1 FiberLight hereby grants to Purchaser a Manhole License, subject to the limitations and other provisions set forth herein this Agreement, to enter the Manholes to perform work only on the Purchaser's Cable System as defined and set forth in this Agreement. 1.2 The license granted herein is not exclusive, and FiberLight hereby reserves the right to grant, renew, or extend similar licenses to other Parties. 1.3 Nothing contained herein shall be construed as granting to Purchaser any property or ownership rights in the Manholes,or to create a partnership or joint venture between the Parties. 2. CUSTOMER WORK 2.1 Prior to the commencement of any work in or around the Manholes, Purchaser shall notify FiberLight in accordance with the terms set forth below. Purchaser shall,at its sole cost and expense, prepare and deliver to FiberLight complete working drawings,plans, and specifications (the "Plans' describing all proposed work. No such work shall commence until FiberLight has approved the Plans, which approval will not be unreasonably withheld or delayed. Except for emergencies, Purchaser shall give FiberLight not less than five (5) days' written notice prior to entering or performing work in or around the Manholes, provided that FiberLight may waive any such notice requirement in its sole discretion. In the event of an emergency,Purchaser shall endeavor to provide FiberLight with notice immediately prior to disturbing or working on the Manholes. FiberLight shall, in its sole discretion, have the right to have an authorized representative present during Purchaser's entry or work in or around the Manholes,whose presence shall be billed to Purchaser in accordance with the rates set forth in Attachment B—Inspection Services. Purchaser agrees that persons entering the Manholes on their behalf shall not step on, connect anything to, or otherwise come into contact with FiberLight's or any other Party's cables or any other equipment located in the Manholes. All notices required to be given shall be made through FiberLight's Customer Care Center as set forth in the Agreement. 2.2 In addition,Purchaser shall: 2.2.1 perform or cause to be performed all such work in accordance with the Plans and in a safe manner consistent with local construction standards and in compliance with applicable laws and codes; 2.2.2 perform or cause to be performed all such work in such a way as to minimize interference with the operation of FiberLight's or any other Customer's facilities in the Manholes; 2.2.3 obtain, prior to the commencement of any work, all necessary federal, state and municipal permits,licenses and approvals;and 2.2.4 not perform any splicing or store any excess cable within the Manholes except to the extent required to facilitate Purchaser's splicing activity into Purchaser-owned splice boxes, manholes,and handholes. 3. COVENANTS 3.1 Purchaser covenants and agrees: 3.1.1 to observe all reasonable rules and regulations set forth by FiberLight for the use of the Manholes, as amended from time to time, provided Purchaser has prior written notice of amendment; Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 12 of 13 �. FIBERLIGHT 3.1.2 to comply with all federal,state,and municipal laws,orders,rules,and regulations applicable to the Manholes; 3.1.3 not to disrupt, affect or interfere with FiberLight's or any other third party's use of the Manholes;and 3.1.4 to be financially liable for the cost of repair or replacement of any conduits, cables, equipment or any other portion of the Manholes or the property of third parties that is damaged by Purchaser solely as a result of Purchaser performing work in or around the Manholes. 4. SAFETY PRECAUTIONS 4.1 When performing work under this license, Purchaser shall take any and all precautions reasonably necessary to help ensure the safety of traffic, persons, and property in and around the Manholes. These precautions include,without limitation,the following: 4.2 Purchaser shall test the Manhole's atmosphere for explosive or other hazardous conditions prior to entering or working in the Manholes and shall provide continuous ventilation to the Manholes while any work is being performed or any person is inside the Manholes; 4.3 Purchaser shall not permit smoking, the use of any open flame or the use of any spark producing equipment (such as meggers, breakdown sets, electric drills, electric hammers and induction sets) in the Manholes and explosion proof lighting shall be used when artificial lighting is required; 4.4 Purchaser shall not place any cover less than four (4) feet in height above the surface level of any Manhole opening, except for protective screens of the type normally used in connection with manhole work. 4.5 FiberLight may immediately terminate any of Purchaser's work operations in and around the Manholes; if, in FiberUght's sole reasonable discretion, Purchaser fails to exercise adequate safety precautions or otherwise permits an unsafe condition to exist. 5. PURCHASER FACILITIES FiberLight shall not be liable for damage,theft,misappropriation,or loss of any Purchaser facilities placed in or around the Manholes unless and to the extent caused by the negligent acts or willful misconduct of FiberLight, its agents,contractors,or employees. At the termination of the Agreement,Purchaser shall,at its sole cost and expense,remove its facilities and its personal property from in and around the Manholes and repair all damage caused by such removal. Any property not so removed within thirty (30) days after the expiration or termination of the Agreement may be removed by FiberLight, at Purchaser's expense, without liability to Purchaser for damages. G. INTERFERENCE If any Purchaser property or facilities cause or are likely to cause interference with any other facilities or equipment in or around the Manholes, FiberLight may require Purchaser to remove such facilities at Purchaser's sole expense. Town of Westlake,Texas v. 10.2018 Contract Number:OSP-00013435 Page 13 of 13 _V ATTACHMENT D: W ESTLAKE FORM 1295 Statutory Declaration Regarding Exemption from Filing Form 1295 1, o of and the sole general partner of 6 U6 , do hereby declare that: rr b U 4� lr ac is a wholly owned subsidiary of 2, is a public company traded on NASDAQ under the symbol(s) -- 3. As a result of changes to Form 1295 made effective on January 1, 2018, a Form 1295 is not required for "a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity. (Emphasis added.) See Texas Government Code §2252.908(c)(4). 4. 4. Pursuant to the foregoing, as a wholly owned subsidiary of a public company is not required to submit a Form 1295. Acknowledge by: A aitl4z Name Title State of Texas County of Y PERSONALLY appeared before merT6� who executed and attested -- the execution of this document. SWORN TO BEFORE ME this day of 004b i-e ' , a0 /. +HIIM,4y,NotaryNANCY GRAY ublic Notary Public,state of Texas o •= Notary ID#12472729-7 My Commission Expires: 1�— ! ,' ?_ any Commission Expires November 9,2019 f *This document must be completed& returned with proposal submission. IMP Town of Westlake Dark Fiber RFP 16 ATTACHMENT E: FORM 2270 f N E T O W N O f WESTLAKE Form TGC 2270 VERIFICATION REQUIRED BY TEXAS GOVERNMgNT CODE CHAP---rER 2270 Contract identifier: Department. By signing below,Company herby verifies the following: 1. Company does not boycott Israel;and 2. Company will not boycott Israel during the er of the contract. SIGNED BY: e�jz Print Name of Person: ord avL GIY� "( Signing,Title,and Company 44:1".-A y1hJ�w c.� I V�sr�.41 Date signed: 3 STATE OF TEXAS-1- COUNTY OF la rraA G § — EFOP7 ME,the undersigned Notary Public on this day personally appeared_Z_61_ (Name),on behalf of 1' (Company)who being duly sworn,stated under oath that he/she has read the foregoing verification required by Texas Government Code Section 2270.002 and said statements contained therein are true and correct. SWORN AND SUBSCRIBED TO before me,this 3 day of `TO e-r,20-9. NOTA OF PUB , T FOR STATEJOF TEXAS o � My Commission Expires: i}Y; NANt_')' GRAY Notary Pub.;c,State of Texas Notary If.l 412472729-7 My Commission Expires Government Code§2270.002.Provision Required in Contract ���'�`� Ncvembar 9,2019 Effective: September 1,2017 A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel;and -- (2) will not boycott Israel during the term of the contract. The following definitions apply: (1) "Boycott Israel"means refusing to deal with,terminating business activities with,or otherwise taking any action that is intended y 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. (2) "Company"means a for-profit sole proprietorship,organization,association,corporation,partnership,joint venture,limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company,or affiliate of those entities or business associations that exists to make a profit. (3) "Governmental entity"means a state agency or political subdivision of this state. State law requires verification from a Company for contracts involving goods or services(regardless of the amount) before the City can enter into the contract. *Thus document crust be completed& returned with proposal submissioti. Town of Westlake Dark Fiber RFP 17 TOWN OF WESTLAKE RESOLUTION NO. 20-08 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,AUTHORIZING THE TOWN MANAGER TO SIGN AGREEMENTS WITH FIBERLIGHT LLC,A DEDICATED INTERNET ACCESS VENDOR FOR THE DARK FIBER PROJECT. WHEREAS, the Town currently uses a variety of internet services to connect our multiple municipal and academic locations; and, WHEREAS, the Town wishes to create a redundant fiber network between the buildings and offices utilizing the Town duct bank for reliability and standardization; and, WHEREAS, a new Dark Fiber based infrastructure will allow the Town to expand its Wide Area Network(WAN)with a common and stable infrastructure; and WHEREAS, the Town Council previously approved funding from the Capital Projects Fund for a Dark Fiber project; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council hereby authorize the Town Manager to sign agreements with a Dedicated Internet Access vendor for the Dark Fiber Project on behalf of the Town of Westlake. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. Resolution 20-08 Page 1 of 2 PASSED AND APPROVED ON THIS 24TH DAY OF FEBRUARY 2020. ATTEST: Laura Wheat, Mayor Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 20-08 Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E T D W N O F WESTLAKE Regular Meeting - Consent DISTINCTIVE BY DESIGN Westlake Town Council Meeting Monday, February 24, 2020 Topic: Consideration of a Resolution approving a Right-of-Way (ROW) and easement dedication for Schwab Way. STAFF CONTACT: Ron Ruthven, Planning and Development Director Strategic Alignment Vision,Value,Mission Perspective Strate2ic Theme&Results Outcome ObLective High Quality Planning, Design & Planned/Responsible Citizen, Student& Development-We are a desirable well preserve Desirability Development Stakeholder planned,high-quality community that &Quality of Life is distinguished by exemplary design standards. Time Line-Start Date: February 24, 2020 Completion Date: February 24,2020 Funding Amount: N/A Status - N/A Source-N/A Contract: No Forms: N/A EXECUTIVE SUMMARY(INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) This item includes the formal right-of-way dedication and related easements for Schwab Way. The portion of the roadway between State Highway 114 and J.T. Ottinger Road is being constructed in two phases. Phase one is substantially complete and terminates at the boundary of the Charles Schwab phase one corporate campus. Phase two is under construction with final completion scheduled for late 2020. The proposed right-of-way and easement dedication includes both phases. SUMMARY AND RECOMMENDATION The proposed right-of-way and easement dedication complies with the requirements of Ordinance 870, approving a concept plan for Schwab Way. Staff recommends approval. Page 1 of 2 ATTACHMENTS Dedication Deeds Exhibit "A" - Schwab Way Right-of-Way(ROW) Land Descriptions Exhibit "B" - Schwab Way Right-of-Way(ROW) Easements Reserved Schwab Way Right-of-Way(ROW) Pedestrian Access Easements Resolution 20-09 Page 2 of 2 DEDICATION DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That HW 2421 Land, L.P., a Texas limited partnership "Grantor"), for and in consideration of the acceptance of the terms, conditions and reservations contained herein by The Town, of Westlake, Texas, a municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY, unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property situated in Denton County, Texas described in Exhibit "A" attached hereto and made a part hereof by reference(the "Pro_pedy"). This conveyance of the Property is made and accepted subject to the following (the "Permitted Exceptions"): (i) the restrictions hereinafter set forth, (ii) the easements reserved as set forth in Exhibit "B" attached hereto and made a part hereof by reference, and (iii) all other matters of record affecting the Property that may exist as of the recordation of this instrument. The Property is conveyed to Grantee to be used only for the following purposes (the "Permitted Purposes"): the construction, use, maintenance, repair and reconstruction of a public roadway and for any other legal purpose related thereto, including without limitation, drainage facilities, utilities, franchises, pipelines and conduits of whatever kind or description, both publicly owned and privately owned, where permitted by Grantee. All facilities constructed on the Property, other than the public roadway, must be buried beneath the surface of the Property (the "Underground Facilities"). Appurtenances to the Underground Facilities that cannot be installed underground but can only be installed on the surface of the Property may be installed on the surface of the Property. Temporary Facilities may be constructed on the surface of the Property or above the surface of the Property. For purposes of this agreement, "Temporary Facilities" shall mean only those surface-mounted or above-ground facilities required to service projects under construction. In no event shall Temporary Facilities be installed for more than two years. Temporary Facilities shall be removed at the expense of the party that installs the Temporary Facilities. Nothing herein shall be construed as requiring Grantee or a permittee of Grantee to bear the increased cost of the underground facilities required by this agreement (as compared to the cost of overhead facilities). There is excepted from this conveyance and reserved unto Grantor all of the water, oil, gas and other minerals in, on or under the Property; PROVIDED, HOWEVER, THAT GRANTOR SHALL NOT EXPLORE FOR, PRODUCE OR MINE SUCH MINERALS IN ANY MANNER THAT WOULD INTERFERE WITH GRANTEE'S USE OF THE PROPERTY. Grantor hereby retains and reserves a possibility of reverter in favor of Grantor pursuant to ;which the conveyance hereunder shall be automatically void and the estate granted shall be automatically terminated and forfeited, without the necessity of any notice (except as expressly provided in this Dedication Deed), election or re-entry whatsoever, with respect to any portion of the Property that, for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property) is not used as a public roadway, and Grantor gives Grantee written notice of such condition and such condition continues to exist 60 days following the giving of such notice, whereupon, effective as of the expiration of such 60-day period, all right, title and interest in and to such portion of the Property and all improvements then existing thereon shall automatically revert to Grantor. It is the express intention of Grantor and Grantee Page 1 Dedication Deed 700 1-deddeed-WRA-Westlake that Grantor is conveying to Grantee an estate in fee simple determinable in and to the Property and that the provisions of this paragraph shall constitute conditional limitations upon the estate conveyed herein and not a covenant or a right of re-entry for breach of condition subsequent, such that fee simple title to the Property or the portion thereof that is not used as a public roadway for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property), together with improvements then existing thereon, shall automatically revert to Grantor, and no notice (except as expressly provided in this Dedication Deed), election or re-entry upon the Property shall be required to vest title to the Property (or portion thereof) and all improvements then existing thereon, in Grantor. Neither the occurrence of a condition due to an act or failure to act by a third party, nor impossibility or inability of Grantee to prevent the occurrence of a condition, shall excuse such occurrence or condition or prevent the automatic termination of the determinable fee estate conveyed hereby. Notwithstanding the above provisions, in the event that the fee simple title to the Property reverts to Grantor as provided above, Grantee shall retain a perpetual, underground easement that shall survive such reversion on the following terms: (a) Any underground utility or other facilities installed in compliance with the Permitted Purposes and existing as of the date of such reversion, owned by Grantee or any other entity, may remain in place, and the owners thereof shall have the right to use, operate, maintain and repair such utilities; (b) Grantee shall have the right to install, use, operate, maintain and repair under the Property underground water, sanitary sewer and storm drainage facilities, as well as an other underground utility facilities that Grantee may own and operate in the future, and any necessary appurtenances thereto; and (c) Grantee shall have the right to allow or permit any public utility to install, use, operate, maintain and repair under the Property any underground public utility facilities. Notwithstanding the above stated easement rights that will be retained by Grantee in the event of such reversion, Grantor, and its successors, assigns and permittees, shall have the right to use the surface of the Property and any area beneath the surface of the Property for any use that does not interfere with the easement rights of Grantee and others described above. Further, Grantor, at its expense, shall have the right to relocate any utilities and facilities that are the subject of such rights provided that the level of service provided by such utilities at the new location will not be impaired in any material respect, either in the process of such relocation or after the completion thereof. The right of reversion reserved herein shall terminate and shall be of no further force or effect 21 years less one day after the death of the last survivor of any of the descendants of Queen Elizabeth II of England living on the date of execution of this Dedication Deed. The possibility of reverter and all other rights, options and easements retained or reserved by Grantor in this Dedication Deed shall be the property of and shall inure to the benefit of Grantor, its successors and assigns, and are not appurtenant to any tract of property (other than the Property). All provisions of this Dedication Deed applicable to Grantor and Grantee shall be applicable to their respective successors and assigns. Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as, to or concerning (i) the nature and condition of the Property, including, but not limited to, the suitability thereof for any activity or use; (ii) the condition of any improvements located thereon; (iii) the compliance of the Property with any laws, rules, ordinances or regulations of any government or other body. The conveyance of the Property as provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO Page 2 Dedication Deed 700 1-deddeed-WRA-Westlake REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW,ARE EXPRESSLY DISCLAIMED. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Exceptions, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. EXECUTED this day of 2419. HW 2421 LAND, LP, a Texas limited partnership By: HW 2421 Land GP, LLC, a Texas limited liability company, its general partner By. �L Name ' Title:EfBt e tce i" ACCEPTED ON THE TERMS, CONDITIONS AND RESERVATIONS CONTAINED HEREIN: The Town of Westlake By: Town Manager ATTEST: APPROVED AS TO FORM: Town Attorney Page 3 Dedication Deed 700 1-deddeed-WRA-Westlake THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before the on �3 tin e, T , 2019, by � of HW 2421 Land GP, LLC, a Texas limited liability company, on beh' of s id limited liability company, in its capacity as general partner of HW 2421 Land, LP, a Texas limited partnership, on behalf of said limited partnership. P& LORI BOWLING ' `�SppY PU��: Notary Public,State of Texas Sv1% Comm. Expires 10-174023 Notary ub1i.C, State ❑ Texas .. ,. ' rnin , Notary Ip 12A117881 THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 2019, by , the Town Manager of the Town of Westlake, Texas, a municipal corporation, on behalf of the Town of Westlake, Texas. Notary Public, State of Texas GRANTEE'S ADDRESS: AFTER RECORDING, RETURN TO: The Town of Westlake The Town of Westlake 3 Village Circle, Suite 207 3 Village Circle, Suite 207 Westlake,TX 76262 Westlake, TX 76262 Attention: Town Manager Attention: Town Manager WITH COPY TO: Westlake Retail Associates, Ltd. 9800 Hillwood Parkway, Suite 300 Fort Worth, TX 76177 Attention: L. Russell Laughlin Page 4 Dedication Deed 7001-deddeed-WRA-Westlake EXHIB IT"A" DESCRIPTION OF 0.964 ACRES OF LAND RIGHT-OF-WAY DEDICATION SCHWAB WAY 13EING a tract of land situated in the Jesse Sutton Survey, Abstract Number 1154, Town of Westlake, Denton County, Texas and being a portion of that tract of land described by deed to HW 2421 Land (Parcel 1) recorded in Instrument Number 2009-55583, Real Property Records, Denton County, Texas and being more particularly described by metes and bounds as follows. BEGINNING at a 518 inch iron rod with plastic cap stamped."Peloton" set, at the northwest corner of said HW 242I Land, L.P., tract,and being the northeast corner of that tract of land described by deed to Westlake Retail Associates, LTD.,recorded in Instrument Number 98- R0118649, said Real Property Records, and being in the south right-of-way line of State Highway N 4(a variable width right-of-way); THENCE S 75°2335"E, 137.54 feet, with said south right-of-way line, and the north line of said HW 2421 tract, to a 5l8 inch iron rod with plastic cap stamped"Peloton" set, from which a 518 inch iron rod found, in the south right-of-way line of said State Highway 114,bears S 75050'49"E. 40.17 feet: THENCE S 17010'09"W, 51.58 feet,departing said common line, to a 518 inch iron rod with plastic cap stamped "Peloton"set; THENCE S 27034'41"W, 160.61 feet, to a 518 inch iron rod with plastic cap stamped"Peloton" set, at the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 263.84 feet,thxough a central angle of 29°)1'26",having a radius of 517.88 feet, the long chord which bears S 42'10'23"W, 26 1.00 feet, to a 518 inch iron rod with plastic cap stamped "Pelotop" set, in the east line of that tract of land described by deed to CS Kinross Lake Parkway LLC, (tractl) recorded in Instrument Number 2016-64107, said Real Property Records, and being in the west line of the aforementioned HW 2421 tract; THENCE N 17025'21"E, 8.75 feet,with said common line,to a 518 inch iron rod with plastic cap stamped "Peloton" found, at the northeast corner of said CS Kinross tract; THENCE N 17°25'17"E. 431.19 feet with said west line, to the Point of Beginning and containing 42,010 square feet or 0.964 acres of Iand more or less. "Integral parts of'this docainent" I.Description- t Page 2. Exhibit- I Page Peloton,Job No. HWA16013 Tracking No.ACFN 7001 westlake MY 18,2019 GA)OTHWA16013 CTR WE5TLAK1 WFR.A%SURILEGALWWAI6013-DE2.DOCX Page 1 of BASIS OF BEARING IS THE TEXAS COORD94ATE SYSTEM NORTH CENTRAL ZONE 4202,NAD83 o w IRS - IRON ROD SET o a IRF - IRON ROD FOUND a U � 'kpil NII a 200 400 N I GRAPHIC SCALE IN FEET � "INTEGRAL PARTS OF THIS DOCUMENT" 1 1 Point of Beginning 1.DESCRIPTION - 1 Page �I 2.EXHIBIT - 1 Page , C I �- r37La '35 CS Kinross Lake IRS rR 1 5 75W49 E Parkway LLC a J os ,07, Inst."r2016-6 410 7 '� 517°1E]'Og"W x I R.P.R.D.C.T. 51.58' LLI Westlake Retail I 0.964 X Y Assoclotes,L TD. acres Inst." 96-ROrr8649 j 27°34'41"W ` C, A� a.0. J R.P.R.D.c.F. n IRS 160.61, At I v A V IRF 3 IRS ° 29° 11'26" HW 2421 Land L.P. N17°25'21"E R 517.88' ❑ — - - — — — — — — — ' —8.75' r (Parcel1) — —-—�—- —.� / L � 263.84' ln5t.* 2009-55583 LC- S42010'23"W / 261.00' R.P.R.D.C.T. m C5 Ifrrrrass Lake / Q Parkway LLC i ftract 1) rust." 2016-6 410 7 r # R.P,R.D.C,T. m 0 OF I 5� 0Ln 'T- ..�.- -.. z ...o.DO Aw��°� Exhibit "A" �F 4940 a IC86�.a% Right-of-Way Dedication 4 'SURY0-. SCHWAB WAY w s SITUATED IN THE JESSE SUTTON SURVEY, ABSTRACT NUMBER 1154, TOWN OF WESTLAKE, 0 TBPLS Firm Req No. 10177700 DENTON COUNTY, TEXAS- Go ri t 2019 Peloton Land Solutions.Inc. "'W' EXHIBIT "B" EASEMENTS RESERVED 1. Grantor hereby reserves a non-exclusive, assignable, free easement over and across the surface of any portion of the Property not covered by pavement for the installation and maintenance of landscaping and an underground Iandscape irrigation system. Grantor or Grantor's assignee, whichever entity installs any such landscaping or underground irrigation system, shall have the right and responsibility to keep such landscaping and irrigation system in good condition and repair. Grantee shall have no responsibility for any such maintenance. Grantee, at Grantor's expense, shall have the right to take such action as necessary to stop water from running on the Property from any leaks in the irrigation system that are not promptly repaired by Grantor or its assignee. 2. The easements reserved in this Exhibit "B" are easements in gross for the benefit of Grantor and its successors and assigns. 3. Grantor or its assignee shall make no use of the Property without Grantee's consent, which shall not be unreasonably withheld or delayed. Grantor or its assignee shall restore or repair any damage to the Property resulting from such use by Grantor or its assignee. 4. The person or entity (whether Grantor or an assignee of Grantor) exercising any right to install any landscaping or facilities pursuant to the easement reserved herein shall indemnify and hold Grantee harmless from and against any claims or damages (including court costs and reasonable attorneys' fees) resulting from the construction, installation, maintenance, use or existence of such landscaping or facilities except such claims or damages that result from the negligence of Grantee or its employees, agents or contractors. Notwithstanding the foregoing, Grantor shall not have any liability under this indemnity with respect to any landscaping or facilities installed by an assignee of Grantor or with respect to any landscaping or facilities assigned or conveyed by Grantor to an assignee after installation,provided that Grantor has given Grantee written notice of such assignment, by certified mail return receipt requested, at Grantee's address set forth in the Dedication Deed. Any such assignee (of whom Grantee has been notified as provided above) shall be automatically deemed to have assumed this indemnity upon such assignment and Grantor shall be deemed released therefrom. As a condition to the obligations under this indemnity, Grantee must give the indemnifying party prompt notice of any claim that may be covered by this indemnity, shall cooperate in the defense thereof, and shall not take any action, including, but not limited to, a settlement of the claim, that would adversely affect the defense of such claim without the prior written consent of the indemnifying party. The above provisions do not restrict in any way the right of Grantee to bring suit under or otherwise enforce this indemnity in accordance with its terms. 5. By its acceptance of this Dedication Deed, Grantee agrees to execute such further instruments confirming or evidencing the easements reserved in this Exhibit "B" as Grantor from time to time may reasonably request, including, but not limited to, any utility easement documents used by any utility company, although such execution is not necessary for the exercise of any rights under this easement. Exhibit B to Dedication Deed 700 1-deddeed-WRA-Westlake DEDICATION DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That Westlake Retail Associates, Ltd., a Texas limited partnership ("Grantor"), for and in consideration of the acceptance of the terms, conditions and reservations contained herein by The Town of Westlake, Texas, a municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY, unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property situated in Denton County, Texas described in Exhibit "A" attached hereto and made apart hereof by reference(the "Property"). This conveyance of the Property is made and accepted subject to the following (the "Permitted Exceptions"): (i) the restrictions hereinafter set forth, (ii) the easements reserved as set forth in Exhibit "B" attached hereto and made a part hereof by reference, and (iii) all other matters of record affecting the Property that may exist as of the recordation of this instrument. The Property is conveyed to Grantee to be used only for the following purposes (the "Permitted Purposes"): the construction, use, maintenance, repair and reconstruction of a public roadway and for any other legal purpose related thereto, including without limitation, drainage facilities, utilities, franchises, pipelines and conduits of whatever kind or description, both publicly owned and privately owned, where permitted by Grantee. All facilities constructed on the Property, other than the public roadway, must be buried beneath the surface of the Property (the "Underground Facilities"). Appurtenances to the Underground Facilities that cannot be installed underground but can only be installed on the surface of the Property may be installed on the surface of the Property. Temporary Facilities may be constructed on the surface of the Property or above the surface of the Property. For purposes of this agreement, "Temporary Facilities" shall mean only those surface-mounted or above-ground facilities required to service projects under construction. In no event shall Temporary Facilities be installed for more than two years. Temporary Facilities shall be removed at the expense of the party that installs the Temporary Facilities. Nothing herein shall be construed as requiring Grantee or a permittee of Grantee to bear the increased cost of the underground facilities required by this agreement (as compared to the cost of overhead facilities). There is excepted from this conveyance and reserved unto Grantor all of the water, oil, gas and other minerals in, on or under the Property; PROVIDED, HOWEVER, THAT GRANTOR SHALL NOT EXPLORE FOR, PRODUCE OR MINE SUCH MINERALS IN ANY MANNER THAT WOULD INTERFERE WITH GRANTEE'S USE OF THE PROPERTY. Grantor hereby retains and reserves a possibility of reverter in favor of Grantor pursuant to which the conveyance hereunder shall be automatically void and the estate granted shall be automatically terminated and forfeited, without the necessity of any notice (except as expressly provided in this Dedication Deed), election or re-entry whatsoever, with respect to any portion of the Property that, for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property) is not used as a public roadway, and Grantor gives Grantee written notice of such condition and such condition continues to exist 60 days following the giving of such notice, whereupon, effective as of the expiration of such 60-day period, all right, title and interest in and to such portion of the Property and all improvements then existing thereon shall automatically revert to Grantor. It is the express intention of Grantor and Grantee Page I Dedication Deed 7000-deddeed-WRA-Westlake that Grantor is conveying to Grantee an estate in fee simple determinable in and to the Property and that the provisions of this paragraph shall constitute conditional limitations upon the estate conveyed herein and not a covenant or a right of re-entry for breach of condition subsequent, such that fee simple title to the Property or the portion thereof that is not used as a public roadway for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property), together with improvements then existing thereon, shall automatically revert to Grantor, and no notice (except as expressly provided in this Dedication Deed), election or re-entry upon the Property shall be required to vest title to the Property (or portion thereof} and all improvements then existing thereon, in Grantor. Neither the occurrence of a condition due to an act or failure to act by a third party, nor impossibility or inability of Grantee to prevent the occurrence of a condition, shall excuse such occurrence or condition or prevent the automatic tennination of the determinable fee estate conveyed hereby. Notwithstanding the above provisions, in the event that the fee simple title to the Property reverts to Grantor as provided above. Grantee shall retain a perpetual, underground easement that shall survive such reversion on the following terms: (a) Any underground utility or other facilities installed in compliance with the Permitted Purposes and existing as of the date of such reversion, owned by Grantee or any other entity, may remain in place, and the owners thereof shall have the right to use, operate, maintain and repair such utilities; (b) Grantee shall have the right to install, use, operate, maintain and repair under the Property underground water, sanitary sewer and stone drainage facilities, as well as an other underground utility facilities that Grantee may own and operate in the future, and any necessary appurtenances thereto; and (c) Grantee shall have the right to allow or permit any public utility to install, use, operate, maintain and repair.under the Property any underground public utility facilities, Notwithstanding the above stated easement rights that will be retained by Grantee in the event of such reversion, Grantor, and its successors, assigns and permittees, shall have the right to use the surface of the Property and any area beneath the surface of the Property for any use that does not interfere with the easement rights of Grantee and others described above. Further, Grantor, at its expense, shall have the right to relocate any utilities and facilities that are the subject of such rights provided that the level of service provided by such utilities at the new location will not be impaired in any material respect, either in the process of such relocation or after the completion thereof. The right of reversion reserved herein shall terminate and shall be of no further force or effect 21 years less one day after the death of the last survivor of any of the descendants of Queen Elizabeth lI of England living on the date of execution of this Dedication Deed. The passibility of reverter and all other rights, options and easements retained or reserved by Grantor in this Dedication Deed shall be the property of and shall inure to the benefit of Grantor, its successors and assigns, and are not appurtenant to any tract of property (other than the Property). All provisions of this Dedication Deed applicable to Grantor and Grantee shall be applicable to their respective successors and assigns. Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as, to or concerning (i) the nature and condition of the Property, including, but not limited to, the suitability thereof for any activity or use; (ii) the condition of any improvements located thereon; (iii) the compliance of the Property with any laws, rules, ordinances or regulations of any government or other body. The conveyance of the Property as provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as otherwise specifically stated in this Dedication Reed, GRANTOR MAKES NO Page 2 Dedication Deed 7000-deddeed-WRA-Westlake REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW,ARE EXPRESSLY DISCLAIMED. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Exceptions, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. EXECUTED this�_day of ,2019. Westlake Retail Associates, Ltd., a Texas limited partnership By; HWWRA GP, LLC, a Texas limited liability company, its general partner L. ussll in Executive Vice resident ACCEPTED ON THE TERMS, CONDITIONS AND RESERVATIONS CONTAINED HEREIN: The Town of Westlake By: Town Manager ATTEST: APPROVED AS TO FORM: Town Attorney Page 3 Dedication Deed 7000-deddeed-WRA-westlake THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 019 by L. Russell Laughlin, Executive Vice President of HWWRA GP, LLC, general partner of Westlake Retail Associates, Ltd., a Texas limited partnership, on behalf of said limited partnership. •'`��u�r• LORI BOWLING Notary Public, State of Texas =z°r n�Notary Public.state ot'rexss Comm.Expires 10-17-2n23 Notary ID 124717681 THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 2019, by the Town Manager of the Town of Westlake, Texas, a municipal corporation, on behalf of the Town of Westlake, Texas. Notary Public, State of Texas GRANTEE'S ADDRESS: AFTER RECORDING, RETURN TO: The Town of Westlake The Town of Westlake 3 Village Circle, Suite 207 3 Village Circle, Suite 207 Westlake, TX 76262 Westlake, TX 76262 Attention: Town Manager Attention: Town Manager WITH COPY TO: Westlake Retail Associates, Ltd. 9800 Hillwood Parkway, Suite 300 Fort Worth, TX 76177 Attention: L. Russell Laughlin Page d Dedication Deed 7000-deddeed-WRA-Westlake EXHIBIT "A" DESCRIPTION OF 4.388 ACRES OF LAND RIGHT-OF-WAY DEDICATION SCHWAB WAY BEING a tract of land situated in the Jesse Sutton Survey, Abstract Number 1 154, Town of Westlake, Denton County, Texas and being a portion of that tract of land described by deed to Westlake Retail Associates, LTD. recorded in Instrument Number 98-ROI 18649, Real Property Records, Denton County,Texas and being more particularly described by metes and bounds as follows: BEGINNING at a 518 inch iron rod with plastic cap stamped"Peloton" set at the northeast corner of said Westlake Retail tract,being the northwest comer of that tract of land described by deed to HW 2421 Land,L.P., recorded in Instrument Number 2009-55583, said Real Property Records, and being in the south right-of-way line of State Highway 114 (a variable width right- of-way); THENCE S l 7°25'17"W, 431.19 feet, departing said south right-of-way line,with the east line of said 'Westlake Retail tract, and the west line of said HW 2421 tract,to a 515 inch iron rod with plastic cap stamped "Peloton"found at the northeast corner of that tract of land (tract 1) described by deed to CS Kinross Lake Parkway, LLC, recorded in Instrument Number 2016- 64107, said Real Property Records at the beginning of a curve to the right; THENCE departing the west line of said HW 2421 tract, with the south line of said Westlake Retail tract,and the north line of said CS Kinross tract,and with said curve to the right, an arc distance of 303.92 feet, through a central angle of33°59'06", having a radius of 512.38 feet, the long chord which bears S 73°00'16"W, 299.48 feet to a 518 inch iron rod with plastic cap stamped"Peloton"found; THENCE S 89059'49"W, 1513.64 feet, continuing with said common line,to a 518 inch iron rod with plastic cap stamped "Peloton"found, at the beginning of a curve to the left; THENCE continuing with said common line and with said curve to the left, an arc distance of 30.52 feet, through a central angle of dl°26'22",having a radius of 1215.00 feet,the long chord which bears 5 89°16'38"W, 30.52 feet,to a 518 inch iron rod with plastic Gap stamped"Peloton" set; THENCE N 00058'15"W, 100.00 feet, departing said common line,to a 5/8 inch iron rod with plastic cap stamped "Peloton" set at the beginning of a non-tangent curve to the right; THENCE with said non-tangent curve to the right, an arc distance of 32.21 feet,through a central angle of 01°24'13", having a radius of 1315.00 feet, the long chord which bears N 89017'43"E, 32.21 feet,to a 518 inch iron rod with plastic cap stamped "Peloton"set; THENCE N 89059'49"E, 1513.64 feet, to a 518 inch iron rod with plastic cap stamped 'Teloton" set,at the beginning of a curve to the left; Peloton Job No.H W A}6013 Tracking No,ACF,97000 Westlake July 18,2019 GAMMEWAt6013 CTR WESTLAKE_INFRA\SURU.EGALIHWA16013_DEI.DOCX Page 1 of THENCE with said curve to the left, at an arc distance of 83,30 feet a 518 inch iron rod with plastic cap stamped "Peloton", found at the south corner of that tract of land (tract 2) described by deed to C5 Kinross Lake Parkway, LLC recorded in Instrument Number 2016-64107 said Real Property Records, in all 306.83 feet,through a central angle of 42°37'54", having a radius of 412.38 feet, the long chord which bears N 68°40'52"E,299.80 feet, to a 518 inch iron rod with plastic cap stamped "Peloton" found in the west line of said CS Kinross tract(tract 2), at the beginning of a compound curve to the left; THENCE with the west line of said tract 2, and with said compound curve to the left, an are distance of 199.27 feet, through a central angle of 28°28'29", having a radius of 400.97 feet, the long chord which bears N 29'10'36"E, 19 7.2 3 feet, to a 5/8 inch iron rod with plastic cap stamped"Peloton" found; THENCE N 13026'29"E, 91.19 feet, continuing with the west line of said tract 2,to a 518 inch iron rod with plastic cap stamped "Peloton"found; THENCE N 1710'097, 32,91 feet, with said west line, to a 518 inch iron rod with plastic cap stamped "Peloton" found; THENCE S 75023'35"E, 9.46 feet to the Point of Beginning and containing 191,131 square feet or 4.388 acres of land more or less. "Integral parts of this document" i.Description—2 Pages 2.Exhibit— l Page Peloton Job No.HWA16013 Wracking No.ACF#7000 Westlake July 18,2019 G:UOBIHWAi6413 CTR WESTLAKE_INFRA1SURTEGALIHWA16013_DEI.DOCh Paget of 4 c`I BAS!$ OF BEARING IS THE TEXAS COORDINATE SYSTEM NAD83. � o NORTH CENTRAL IOW 4202 # CURVE TABLE NO. DELTA RADIUS LENGTH BEARING DISTANCE VXTa � ct 01° 24'13" 1315.00' 32,21' N 890 17'43" E 32-21' r C2 28°28' 29" 400.97' 199.27' N 29°10' 36" E 197.23' 00 600 N S'tgt GRAPHIC SCALE IN FEET .110 yJa� _ 7�� "INiCGftPL PARTS Of THIS DOCUMENT"}� '' 1 i.DESCRIPTION - 2 pages 2.EXFW0T - t page } J _ m Late T rn S CS Kinross Lake Pork way, LLC Point 0 c(tract 2) ��� L3 Beginning �'] Irrst." 2t716-647p7 I ARF�� m JR1 Rr )R Y Q Ll ❑ 42IRF W WE57LAFCE RETAIL ASSOCIATES, LTD. � o INST." 98-ROIIB649 R = 41 ,R.P.R.a.C.T. L 3DcvLC- N150r� HW 2421 Land L-P.C1N890 59'49"'E 1513.64hf0d° 58'15"Ws IRs �rlst.� 20t?9-55583 m 4-388 Acres R.P.R.D.C.T. z 100.00, Y " � S89° 59'49"W 1513.64' ,RF , T� ❑ a 330 59'06" A ❑ = 010 26'22" R 512.38' R - 1215.00' L 303.92' L - 30,52` ` LC- S739 00'16"W LC- S890 16'38"W a CS Kmrass Lake Parkway, LLC 299.48 ��� 30'52' fEraCt 11 , ¢ lnst,- 2016-64107 3� _ R.P.R.Q.C.T. ��[.� o OF TF is,% LINE TABLE Z T NO. BE DISTANCE 0 7"aDA BFt1DGE$ j L 1 N 1312,15' 29"E 91 . 19' .........,..�.�_ Exhibit A I `•.g 4940" L2 N 1 7° 10' 09"E 32. 91 a •�fi �* Right-of-Way Dedication o " , ess►.. y L3 S 75 23 35 E 9. 46' J o 4 ` SCHWAB WAY W Z g u SITUATED IN THE JESSE SUTTON SURVEY, J z�- ABSTRACT NUMBER 1154 AND THE RICHARD EARS SURVEY, A3; Wr x e AE357RACT NUMBER 393, TOWN OF WESTLAKE, 1 LL 0 TRPL5 Firm Rea Na-TCT77700 Q7 NTdN LQiJNT�' TE}�AS. Copyright r- 2019 Pelolan Land Saludons,Inc. EXHIBIT "B" EASEMENTS RESERVED 1. Grantor hereby reserves a non-exclusive, assignable, free casement over and across the surface of any portion of the Property not covered by pavement for the installation and maintenance of landscaping and an underground landscape irrigation system. Grantor or Grantor's assignee, whichever entity installs any such landscaping or underground irrigation system, shall have the right and responsibility to keep such landscaping and irrigation system in good condition and repair. Grantee shall have no responsibility for any such maintenance. Grantee, at Grantor's expense, shall have the right to take such action as necessary to stop water from running on the Property from any leaks in the irrigation system that are not promptly repaired by Grantor or its assignee. 2. The easements reserved in this Exhibit "B" are easements in gross for the benefit of Grantor and its successors and assigns. 3. Grantor or its assignee shall make no use of the Property without Grantee's consent, which shall not be unreasonably withheld or delayed. Grantor or its assignee shall restore or repair any damage to the Property resulting from such use by Grantor or its assignee, 4. The person or entity (whether Grantor or an assignee of Grantor) exercising any right to install any landscaping or facilities pursuant to the easement reserved herein shall indemnify and hold Grantee harmless from and against any claims or damages (including court costs and reasonable attorneys' fees) resulting from the construction, installation, maintenance, use or existence of such landscaping or facilities except such claims or damages that result from the negligence of Grantee or its employees, agents or contractors. Notwithstanding the foregoing, Grantor shall not have any liability under this indemnity with respect to any landscaping or facilities installed by an assignee of Grantor or with respect to any landscaping or facilities assigned or conveyed by Grantor to an assignee after installation, provided that Grantor has given Grantee written notice of such assignment, by certified mail return receipt requested, at Grantee's address set forth in the Dedication Deed. Any such assignee(of whom Grantee has been notified as provided above) shall be automatically deemed to have assumed this indemnity upon such assignment and Grantor shall be deemed released therefrom. As a condition to the obligations under this indemnity, Grantee must give the indemnifying party prompt notice of any claim that may be covered by this indemnity, shall cooperate in the defense thereof, and shall not take any action, including, but not limited to, a settlement of the claim, that would adversely affect the defense of such claim without the prior written consent of the indemnifying party. The above provisions do not restrict in any way the right of Grantee to bring suit under or otherwise enforce this indemnity in accordance with its terms. S. By its acceptance of this Dedication Deed, Grantee agrees to execute such further instruments confirming or evidencing the easements reserved in this Exhibit "B" as Grantor from time to time may reasonably request, including, but not limited to, any utility easement documents used by any utility company, although such execution is not necessary for the exercise of any rights under this easement. Exhibit B to Dedication Deed 7000-deddeed-WRA-Westlake DEDICATION DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That Westlake Retail Associates, Ltd., a Texas limited partnership "Grantor"), for and in consideration of the acceptance of the terms, conditions and reservations contained herein by The Town of Westlake, Texas, a municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY, unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property situated in Denton County, Texas described in Exhibit "A" attached hereto and made a part hereof by reference (the "Property"). This conveyance of the Property is made and accepted subject to the following (the "Permitted Exceptions"): (i) the restrictions hereinafter set forth, (ii) the easements reserved as set forth in Exhibit "B" attached hereto and made a part hereof by reference, and (iii) all other matters of record affecting the Property that may exist as of the recordation of this instrument. The Property is conveyed to Grantee to be used only for the following purposes (the "Permitted Purposes"): the construction, use, maintenance, repair and reconstruction of a public roadway and for any other legal purpose related thereto, including without limitation, drainage facilities, utilities, franchises, pipelines and conduits of whatever kind or description, both publicly owned and privately owned, where permitted by Grantee. All facilities constructed on the Property, other than the public roadway, must be buried beneath the surface of the Property (the "Underground Facilities"). Appurtenances to the Underground Facilities that cannot be installed underground but can only be installed on the surface of the Property may be installed on the surface of the Property. Temporary Facilities may be constructed on the surface of the Property or above the surface of the Property, For purposes of this agreement, "Temporary Facilities" shall mean only those surface-mounted or above-ground facilities required to service projects under construction. In no event shall Temporary Facilities be installed for more than two years. Temporary Facilities shall be removed at the expense of the party that installs the Temporary Facilities. Nothing herein shall be construed as requiring Grantee or a permittee of Grantee to bear the increased cost of the underground facilities required by this agreement (as compared to the cost of overhead facilities). There is excepted from this conveyance and reserved unto Grantor all of the water, oil, gas and other minerals in, on or under the Property; PROVIDED, HOWEVER, THAT GRANTOR SHALL NOT EXPLORE FOR, PRODUCE OR MINE SUCH NIlNERALS IN ANY MANNER THAT WOULD INTERFERE WITH GRANTEE'S USE OF THE PROPERTY. Grantor hereby retains and reserves a possibility of reverter in favor of Grantor pursuant to which the conveyance hereunder shall be automatically void and the estate granted shall be automatically terminated and forfeited, without the necessity of any notice (except as expressly provided in this Dedication Deed), election or re-entry whatsoever, with respect to any portion of the Property that, for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property) is not used as a public roadway, and Grantor gives Grantee written notice of such condition and such condition continues to exist 64 days following the giving of such notice, whereupon, effective as of the expiration of such 60-day period, all right, title and interest in and to such portion of the Property and all improvements then existing thereon shall automatically revert to Grantor. It is the express intention of Grantor and Grantee Page 1 Dedication Deed 7518-deddeed-WRA-Westlake that Grantor is conveying to Grantee an estate in fee simple determinable in and to the Property and that the provisions of this paragraph shall constitute conditional limitations upon the estate conveyed herein and not a covenant or a right of re-entry for breach of condition subsequent, such that fee simple title to the Property or the portion thereof that is not used as a public roadway for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property), together with improvements then existing thereon, shall automatically revert to Grantor, and no notice (except as expressly provided in this Dedication Deed), election or re-entry upon the Property shall be required to vest title to the Property (or portion thereof) and all improvements then existing thereon, in Grantor. Neither the occurrence of a condition due to an act or failure to act by a third party, nor impossibility or inability of Grantee to prevent the occurrence of a condition, shall excuse such occurrence or condition or prevent the automatic termination of the determinable fee estate conveyed hereby. Notwithstanding the above provisions, in the event that the fee simple title to the Property reverts to Grantor as provided above, Grantee shall retain a perpetual, underground easement that shall survive such reversion on the following terms: (a) Any underground utility or other facilities installed in compliance with the Permitted Purposes and existing as of the date of such reversion, owned by Grantee or any other entity, may remain in place, and the owners thereof shall have the right to use, operate, maintain and repair such utilities; (b) Grantee shall have the right to install, use, operate, maintain and repair under the Property underground water, sanitary sewer and storm drainage facilities, as well as an other underground utility facilities that Grantee may own and operate in the future, and any necessary appurtenances thereto; and (c) Grantee shall have the right to allow or permit any public utility to install, use, operate, maintain and repair under the Property any underground public utility facilities. Notwithstanding the above stated easement rights that will be retained by Grantee in the event of such reversion, Grantor, and its successors, assigns and permittees, shall have the right to use the surface of the Property and any area beneath the surface of the Property for any use that does not interfere with the easement rights of Grantee and others described above. Further, Grantor, at its expense, shall have the right to relocate any utilities and facilities that are the subject of such rights provided that the level of service provided by such utilities at the new location will not be impaired in any material respect, either in the process of such relocation or after the completion thereof. The right of reversion reserved herein shall terminate and shall be of no further force or effect 21 years less one day after the death of the last survivor of any of the descendants of Queen Elizabeth 11 of England living on the date of execution of this Dedication Deed. The possibility of reverter and all other rights, options and easements retained or reserved by Grantor in this Dedication Deed shall be the property of and shall inure to the benefit of Grantor, its successors and assigns, and are not appurtenant to any tract of property (other than the Property). All provisions of this Dedication Deed applicable to Grantor and Grantee shall be applicable to their respective successors and assigns. Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as, to or concerning (i) the nature and condition of the Property, including, but not limited to, the suitability thereof for any activity or use; (ii) the condition of any improvements located thereon; (iii) the compliance of the Property with any laws, rules, ordinances or regulations of any government or other body. The conveyance of the Property as provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO Page 2 Dedication Deed 751&-deddeed-VA A-Westlake REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW,ARE EXPRESSLY DISCLAIMED. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Exceptions, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor,but not otherwise. EXECUTED this _day of �V 2019. Westlake Retail Associates, Ltd., a Texas limited partnership By: HWWRA GP,LLC, a Texas limited liability company, its general partner By: ';Z�P� L. uss hlin Executive Vice President ACCEPTED ON THE TERMS, CONDITIONS AND RESERVATIONS CONTAINED HEREIN: The Town of Westlake By: Town Manager ATTEST: APPROVED AS TO FORM: Town Attorney Page 3 Dedication Deed 75 1 8-deddeed-WRA-Westlake THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 19 by L. RusselI Laughlin, Executive Vice President of HWWRA GP, LLC, general partner of Westlake Retail Associates, Ltd., a Texas limited partnership, on behalf of said limited partnership. i1i1l Loflt BOWLING Notary Public State of Texas Notary Public,State of Texas Comm.Expires 10-17-2023 "��Of Notary Ib 124717$81 THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 2019, by I the Town Manager of the Town of Westlake, Texas,a municipal corporation, on behalf of the Town of Westlake, Texas. Notary Public, State of Texas GRANTEE'S ADDRESS: AFTER RECORDING, RETURN TO: The Town of Westlake The Town of Westlake 3 Village Circle, Suite 207 3 Village Circle, Suite 207 Westlake, TX 76262 Westlake,TX 76262 Attention: Town Manager Attention: Town Manager WITH COPY TO: Westlake Retail Associates, Ltd. 9800 Hillwood Parkway, Suite 300 Fart Worth, TX 76177 Attention: L. Russell Laughlin Page 4 Dedication Deed 7518-deddeed-WRA-Westlake EXHIBIT"A" DESCRIPTION OF 3.790 ACRES OF LAND RIGHT-OF-WAY DEDICATION SCHWAB WAS.' BEING a tract of land situated in the Richard Eads Survey,Abstract Number 393, Town of Westlake, Denton County, Texas and being a portion of that tract of land described by deed to Westlake Retail Associates, LTD. recorded in Instrument Number 98-ROl 18649, Real Property Records, Denton County, Texas and being more particularly described by metes and bounds as follows: COMMENCING at a PK nail with shiner found at the southeast corner of said Westlake tract, being the southwest corner of that tract of land described by deed to CS Kinross Lake Parkway, LLC., recorded in Instrument Number 2016-64107, said County Records; THENCE N 33"10'34"E, 29.29 feet with the common line of said Westlake tract and said CS Kinross tract to a 5/8 inch iron rod with plastic cap stamped "Peloton" set, at the POINT OF BEGINNING: THENCE N 56049'26"W, 119.00 feet, departing said common line,to a 5/8 inch iron rod with plastic cap stamped "Peloton" set; THENCE N 78°10'34"E, 26.87 feet, to a 5/8 inch iron rod with plastic cap stamped"Peloton" set; THENCE N 33°1 0'34"E, 406.86 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton" set, at the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 1271.89 feet, through a central angle of 55°25'03",having a radius of 1315.00 feet, the long chord which bears N 60R53'05"E, 1222.89 feet, to a 5/8 inch iron rod with plastic cap stamped"Peloton" set; THENCE S 00058'15"E, 100.00 feet, to a 5/8 inch iron rod with plastic cap stamped"Peloton" set in the north line of the aforementioned CS Kinross tract,being at the beginning of a curve to the left, from which a 518 inch iron rod found in said north line,bears N 89°16'38"E, 30.52 fect; THENCE with said north line and said curve to the left, an arc distance of 1 l 74.41 feet, through a central angle of 55°22'54",having a radius of 1215.00 feet, the long chord which bears S 60052'01"W, 1129.22 feet, to a 5/8 inch iron rod with plastic cap stamped "Peloton"found; THENCE S 33010'34"W, 425,86 feet with said north line to the Point of Beginning and containing 165,081 square feet or 3.790 acres of land more or less. "Integral parts of this document" 1.Description 2.Exhibit Peloton Job No,HWA16013 Tracking No,ACF#7518 CTR_ROW lily t8,2019 G:110 B1HW A 1 b013_CTR_W ESTLAKE_1NFRA1SURILEGALIHW A 15013_DF-3.DOCX Pagel oP2 BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM NAD83, °ro rn NORTH CENTRAL ZONE 421)2. n o �a /• Q w .n ITT Q 1 tie WESTLAKE RETAIL ASSOCIATES, LTD. 200 400ti0yr .f INST-• 98-0118649 a>L / R,P.R.O.C.T. rzs so o 0 10o GRAPHIC SCALE IN FEET .INTEGRAL PARTS or THIS DOCUMENT" / / 55, �3 utr — a m I.DESCRIPTION i31500 — —— N89•IS'3B'E—- C7 2.EXHIBIT / L 1271.59' 3052 [r LC- N60053'05"E fr y 1222.89' v �4 �q' 20 ns1�201G 6 07 Can m � x.P,tz.v.c.r. /r w I 4•� / ❑ 55`22454" U a �+ > li7 f R 1215.00' L 1174.41' LC• S601 52'01-W w { z I f 1129.224 , [ II f m OL ; i ¢ ,Rs �� CS Kinross take Parkway, LLC I 14 C I;I I I r trac t 1) 31- IRV lost.R 2016-6 410 7 m fl J o R.P R.D.C.T. 115'water Line Easement 4� �� I InsL• 2018-5917 p v I o �ry LINE TABLE c� Q�&rp"�IcP > �`�N78'10'34"E L1 N568 49'26"W 119.00' ESLo a BR I .�26.87' �' �TO ...........—.-- 4940 Ugly Ea semen! -� . ��p +i►Td W Inst.- D218014506 4 0 9 C.R.T.C.T. �:hRs•� c� �(� .,,SS.r•^ �� Point of Beginning &URY4 u� � N � Margaret B. Lae PK w - IRs- x z Ins t.' D20830806 7 w� SkWER'� . H33'!a'34'E �! C.R.T.0 T. [ :�- 29.9' r- �_� �� Utility Easement 7 ,net Point Of rp \t Vol.4247,Pg.2908 Exhibit "AEI � }a Commencing t Q �, _ CC�R.T.C.T. a s r-796 ❑ .�C' Right-of-Way Dedication N � IV V@ A�`' Schwab Way W = ° Margaret E3.Lee "'`h h��? ��` SITUATED IN THE RICHARD EARS SURVEY, 1L � �#� lrlst,ff D2083D6067 ABSTRACT NUMBER 393 TOWN OF WESTLAKE eo a G.R.T.C.T. °�`-� �� €3ENTON COUNTY, TEXAS. e�i TBPLS Firm Reg No.101777DO Copyright@ 2019 Pelaton Land Solutions,Inc. EXHIEBIT "B" EASEMENTS RESERVED 1. Grantor hereby reserves a non-exclusive, assignable, free easement over and across the surface of any portion of the Property not covered by pavement for the installation and maintenance of landscaping and an underground landscape irrigation system. Grantor or Grantor's assignee, whichever entity installs any such landscaping or underground irrigation system, shall have the right and responsibility to keep such landscaping and irrigation system in good condition and repair. Grantee shall have no responsibility for any such maintenance. Grantee, at Grantor's expense, shall have the right to take such action as necessary to stop water from running on the Property from any leaks in the irrigation system that are not promptly repaired by Grantor or its assignee. 2. The easements reserved in this Exhibit "B" are easements in gross for the benefit of Grantor and its successors and assigns. I Grantor or its assignee shall make no use of the Property without Grantee's consent, which shall not be unreasonably withheld or delayed. Grantor or its assignee shall restore or repair any damage to the Property resulting from such use by Grantor or its assignee. 4. The person or entity (whether Grantor or an assignee of Grantor) exercising any right to install any Iandscaping or facilities pursuant to the easement reserved herein shall indemnify and hold Grantee harmless from and against any claims or damages (including court costs and reasonable attorneys' fees) resulting from the construction., installation, maintenance, use or existence of such landscaping or facilities except such claims or damages that result from the negligence of Grantee or its employees, agents or contractors. Notwithstanding the foregoing, Grantor shall not have any liability under this indemnity with respect to any landscaping or facilities installed by an assignee of Grantor or with respect to any landscaping or facilities assigned or conveyed by Grantor to an assignee after installation,provided that Grantor has given Grantee written notice of such assignment, by certified mail return receipt requested, at Grantee's address set forth in the Dedication Deed. Any such assignee (of whom Grantee has been notified as provided above) shall be automatically deemed to have assumed this indemnity upon such assignment and Grantor shall be deemed released therefrom. As a condition to the obligations under this indemnity, Grantee must give the indemnifying party prompt notice of any claim that may be covered by this indemnity, shall cooperate in the defense thereof, and shall not take any action, including, but not limited to, a settlement of the claim, that would adversely affect the defense of such claim without the prior written consent of the indemnifying party. The above provisions do not restrict in any way the right of Grantee to bring suit under or otherwise enforce this indemnity in accordance with its terms. 5. By its acceptance of this Dedication Deed, Grantee agrees to execute such further instruments confirming or evidencing the easements reserved in this Exhibit "B" as Grantor from time to time may reasonably request, including, but not limited to, any utility easement documents used by any utility company, although such execution is not necessary for the exercise of any rights under this easement. Exhibit B to Dedication Deed 75 18-deddeed-WRA-Westlake PEDESTRIAN ACCESS EASEMENT This PEDESTRIAN ACCUS EASEMENT AGREEMENT (this "Agreement") is entered into as of the day of N 54Mbel 2019, between HW 2421 Land, LP, a Texas limited partnership ("Grantor"), and the Town of Westlake, Texas, a municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"). For and in consideration of$10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants contained herein, Grantor and Grantee agree as follows: 1. Grant of Easement. Subject to the terms and conditions of this Agreement, Grantor hereby'grants and conveys-to Grantee an easement (the "Easement") over, under and across the property described in Exhibit "A" attached hereto (the "Easement Tract"). This grant and conveyance is made subject to all matters of record affecting the Easement Tract as of the date shown above. 2. Purpose of Easement. The Easement shall only be used for the purpose of providing public pedestrian an motorized vehicle ingress and egress to all property that is adjacent to the Easement Tract. 3. Permitted Assignment. Except as provided in this Paragraph 3, Grantee shall not convey, transfer, pledge, encumber or assign any of its rights under this Agreement without the prior written consent of Grantor. Notwithstanding the foregoing, however, Grantee may assign all or any of its rights under this Agreement without the consent of Grantor provided that all of the following conditions are satisfied: (a) the assignee must be an entity acceptable to Grantor; (b) Grantee must give written notice of the assignment and franchise to Grantor; and (c) Grantee must deliver to Grantor a written agreement signed by the assignee in which the assignee agrees to be bound by all the terms and conditions of this Agreement. Any purported assignment that does not satisfy all of the foregoing conditions shall be void. Any permitted assignee of the rights of Grantee pursuant to this Paragraph 3 shall hereinafter be referred to as a "Permitted Assignee." Grantor shall have the right to assign the Easement and this Agreement without the consent .of Grantee or any Permitted Assignee; provided, however, such assignment(s) shall be limited to assignees that own fee simple title to the property burdened by the Easement. 4. Other Easements. Grantor reserves the right to grant other rights and easements across, over or under the Easement Tract to such other persons as Grantor deems proper, provided such other grants do not interfere with the use of the Easement by Grantee for the purposes set forth herein. 5. Relocation. Grantor reserves the right, at Grantor's expense, to relocate the Easement or any of the Permitted Facilities (to locations inside or outside of the Easement Tract) provided Grantor executes and delivers to Grantee an easement agreement in the same form as this Agreement for the new location. 6. Repairs. Grantee shall repair any damage to the Easement Tract and surrounding property (including any improvements located thereon) resulting from Grantee's use thereof. 7. Prohibited Substances. Grantee shall.not use the Easement Tract in a manner which violates any federal, state, or local law, regulation, rule or ordinance or which constitutes a public or private nuisance. Except for the normal use of fuels and lubricants (but excluding the Page 1 storage of any such fuels or lubricants), Grantee shall not locate, place, generate, store, manufacture, use or dispose of on or about the Easement Tract any chemical, pollutant, toxic substance, hazardous material, waste or other substance that is the subject of any federal, state or local law, regulation, rule or ordinance pertaining to public health, safety or to the protection or conservation of the environment. 8, Intentionally Deleted. 9. Notices. All notices given pursuant to or in connection with this Agreement shall be in writing and shall be effective when deposited in the U.S. mail,postage prepaid, certified or registered delivery with return receipt requested or, if delivered by some other manner, when actually received. Notices to the parties shall be addressed as follows: To Grantor: HW 2421 Land, LP 9800 Hillwood Parkway, Suite 300 Fort Worth, TX 76177 Attention:-L. Russell Laughlin To Grantee: Town of Westlake, Texas 3 Village Circle, Suite 207 Westlake, TX 76262 Attention: Town Manager From time to time a party may designate a new address for the purpose of receiving notices hereunder by giving notice of its new address to the other party in the manner provided above. 10. Limitation on Liability. Grantee shall only be liable under this Agreement for the acts, omissions, and breaches of Grantee and its officers, employees, duly authorized agents, duly authorized representatives, contractors, and subcontractors. Each Permitted Assignee shall only be liable under this Agreement for the acts, omissions, and breaches of its directors, officers, employees, agents, representatives, contractors, and subcontractors. For purposes of this paragraph, a Permitted Assignee shall not be deemed to be a contractor of Grantee solely because (i) such Permitted Assignee holds a public utility franchise from Grantee; (ii) Grantee participates in the cost of Permitted Facilities to be installed or constructed by such Permitted Assignee under contracts to be awarded by such Permitted Assignee; or (iii) Grantee approves plans and specifications for Permitted Facilities to be installed or constructed by such Permitted Assignee under contracts to be awarded by such Permitted Assignee. 11. Parties Sound. The rights, duties and obligations created by this Agreement shall constitute covenants running with the land, shall be binding on all subsequent owners of fee simple title in and to the Easement Tract, and shall be binding upon and inure to the benefit of Grantor, Grantee and their respective assignees as permitted by Paragraph 3 hereof. 12. Termination of Easement. The Easement shall automatically terminate upon dedication of the Easement Tract (as evidenced by recordation of a dedication instrument by the Town of Westlake), or if the Easement Tract is not used for the purposes contained herein for a period of two years. TO HAVE AND TO HOLD the above-described premises, together with all and singular,the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and permitted assigns, forever. Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend, all and singular, the said premises; subject to all matters now of Page 2 record affecting said premises, unto Grantee. its successors and permitted assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED to be effective as of the date first written above. GRANTOR: HW 2421 LAND,LP, a Texas limited partnership By: HW 2421 Land GP, LLC, a Texas limited liability company, its general partner Name. t i r\ Title: ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on WeWt , 2019, by L. RusseIl Laughlin, Executive Vice President of HW 2421 Land GP, LLC, a Texas limited liability company, on behalf of said limited liability company, in its capacity as general partner of HW 2421 Land, LP, a Texas limited partnership, on behalf of said limited partnership. ♦�`�SYRr�ri LORI BOWLING ?z° Nomry Public,State of Texas Comm.Expires 10.17-2023 Notary Public, State o as votary ID 124717681 Page 3 ACCEPTED ON THE TERMS AND CONDITIONS CONTAINED HEREIN: Grantee: Town of Westlake By: Town Manager ATTEST: APPROVED AS TO FORM: Town Attorney ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 2019, by , the Town Manager of the Town of Westlake, Texas, a municipal corporation, on behalf of the Town of Westlake, Texas. Notary Public, State of Texas GRANTEE'S ADDRESS: WITH COPY TO: The Town of Westlake HW 2421 Land GP, LLC 3 Village Circle, Suite 207 9800 Hillwood Parkway, Suite 300 Westlake,TX 76262 Fort Worth, Texas 76177 Attention: Town Manager Attention: L. Russell Laughlin Pap 4 Description of a Pedestrian Access Easement BEING a tract of land situated in the J. Sutton Survey, Abstract Number 1154,Town of Westlake, Denton County,Texas,being a portion of that tract of land described by deed to HW 2421 Land,L.P. recorded in Instrument Number 2009-55583,Real Property Records,Denton County,Texas and being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod with plastic cap stamped "PELOTON"found at the northeast comer of that tract(tract 2)of land described by deed to CS Kinross Lake Parkway,LLC., retarded in Instrument Number 2016-64107, said Real Property Records,being the northwest corner of that tract of land described by deed to Westlake Retail Associates,LTD.,recorded in Instrument Number 1998- H 8649, said Real Property Records and being in the south right-of-way line of State Highway 114 (a variable width right-of-way), from which a Texas Department of Transportation monument bears N 75°23'35"W, 33.32 feet; THENCE S 75"23'3 5"E, with said south right-of-way line,at 9.47 feet the northeast comer of said Westlake Retail Association tract,being the northwest corner of said HW 2421 Land tract, in all 147.00 feet; THENCE S 17010'09"W, 51.58 feet, departing said right-of-way line over and across said HV4r 2421 Land tract the following bearings and distances; THENCE S 27034'41"W, 19.63 feet,to the POINT OF BEGMDONG; THENCE S 1990'00"W, 137.73 feet; THENCE S 300 14'43"W, 50.34 feet; THENCE S 40°5926"W, 136,43 feet; THENCE S 44°49'03"W, 26.03 feet; THENCE S 48°381407'W, 25.59 feet; THENCE S 63035'39"W, 52.92 feet, to the west lute of said HW 2421 Land tract, being the east line of aforementioned Westlake Retail Association tract; THENCE N 17025'20"E, 17.62 feet,with said common line,to the beginning of a curve to the left; THENCE departing said common line with said curve to the left, an arc distance of 263.84 feet,through a central angle of 29°1 1'26", having a radius of 517.88 feet, the long chord which bears N 42°10'23"E, 261.00 feet; THENCE N 27034'41"E, 140.98 feet to the Point of Beginning and containing 5,774 square feet or 0.133 acres of land more or less. "Integral Pans of this document" 1.Description 2.Exhibit Peloton Job No_HWA16013 Tracking No.ACF#7548 Westlake July 18,2019 C:VOB\HWA16013_CTR_WESTLAKE_INFRAISURIEASEMI NTSiL,EGAI,SIHWA16013_EA26.DOCX Page I of m . I475e 2 3'3 5 w State High way 114 rxanr 33.32' Point of (C variable width right-of-wcy) ._ Commencing C4- rRF TxDOF 0 6 0 12 0 !�9 g 7g a �' irarnrmenr z �iEC SCRI_� 1N FEET �3 147�a35,•� �,I-- ------_- GRAPHIC _ f � . Basis of Scaring s the S17010•Q9"W ���� • Texos Coordinate System I North CenlralZone 4202. IRF • Iran Rqe Found I! Point of `T—� A r �' Water Line Esmt, II Begm' nmg S27034'41 .w _lost.' 2018-5913 ujA j,� 19.63'r' !Y P.P.R.D.C.T. 03 r � I1 VL O 1,1 - - CS Kinross Lake Porkwoy, L1.C. Il - (tract 2) Utility Easement lnst.• 2016-64107 ; �}� inst." D278014505 R.P.R.D.C.T. n C_R.T.C.T. 5'anitory Sewer Fsmt. I Inst." 201$-5914 R.P.R,D C T. , r� ❑ - 29° 11' 26" �� S30° 14'43"W R - 517.88' a�^"' 50.34' HW 2421 LAND, L .P. LC- N42,io, 23" //I,'� INST.# 2009-55583 261.00' R.P_R.D.C.T. i! / �y`°. Westlake RCetod Assoc.. LTD Inst.s 1998-118649! �Q � o R.P.R.D.C.T. ; �` 17.62' 1 / S440 49'03"W ! 26.03' tE o r "'0 S48 3840W 4 Q � i /� ISRIDGFS -'S63° 35'39"W ... .,..4 �a �. i! 52.92' G PY E� a ! ° ° i Jj Exhibit of a n Pedestrian Access Easement P E LOTO N Situoted in the J. Sutton Survey, Abs[roct Nwmber 1154, Town of Westlake, Denton County, Texas lAHC SQL471GHS ACF7548 SW vo4a wOMpsARKA a ?KAS17 see ssfl ]dB#HWA1�D13 DRAWN 6Y: D.Freenlon CHECKED BY:T.Bridges DATE: D7•D8 19 PAGE#2 of 2 G+1JOH\1•W Ai p1 -C7R_WpSSlpke_1n}rp\ �r1 psrm Mls\YWAi6R1 _ 6.61;n DOmdt :I11:IQQt9 -i2=4C Py PEDESTRIAN ACCESS EASEMENT This PEDESTRIAN ACCE S EASEMENT AGREEMENT (this "Agreement") is entered into as of the _J_ day of 2019, between Westlake Retail Associates, Ltd., a Texas limited partnership ("Grantor"), and the Town of Westlake, Texas, a municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"). For and in consideration of$10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants contained herein. Grantor and Grantee agree as follows: 1. Grant of Easement. Subject to the terms and conditions of this Agreement, Grantor hereby grants and conveys to Grantee an easement (the "Easement") over, under and across the property described in Exhibit "A" attached hereto (the "Easement Tract"). This grant and conveyance is made subject to all matters of record affecting the Easement Tract as of the date shown above. 2. Purpose of Easement. The Easement shall only be used for the purpose of providing public pedestrian and non-motorized vehicle ingress and egress to all property that is adjacent to the Easement Tract. 3, Permitted Assignment. Except as provided in this Paragraph 3, Grantee shall not convey, transfer, ,pledge, encumber or assign any of its rights under this Agreement without the prior written consent of Grantor. Notwithstanding the foregoing, however, Grantee may assign all or any of its rights under this Agreement without the consent of Grantor provided that all of the following conditions are satisfied: (a) the assignee must be an entity acceptable to Grantor; (b) Grantee must give written notice of the assignment and franchise to Grantor; and (c) Grantee must deliver to Grantor a written agreement signed by the assignee in which the assignee agrees to be bound by all the terms and conditions of this Agreement. Any purported assignment that does not satisfy all of the foregoing conditions shall be void. Any pennitted assignee of the rights of Grantee pursuant to this Paragraph 3 shaIl hereinafter be referred to as a "Permitted Assignee." Grantor shall have the right to assign the Easement and this Agreement without the consent of Grantee or any Permitted Assignee; provided, however, such assignment(s) shall be limited to assignees that own fee simple title to the property burdened by the Easement. 4. Other Easements. Grantor reserves the right to grant other rights and easements across, over or under the Easement Tract to such other persons as Grantor deems proper, provided such other grants do not interfere with the use of the Easement by Grantee for the purposes set forth herein. 5. Relocation. Grantor reserves the right, at Grantor's expense, to relocate the Easement or any of the Permitted Facilities (to locations inside or outside of the Easement Tract) provided Grantor executes and delivers to Grantee an easement agreement in the same form as this Agreement for the new location. 6. Repairs. Grantee shall repair any damage to the Easement Tract and surrounding property (including any improvements located thereon) resulting from Grantee's use thereof. 7. Prohibited Substances. Grantee shall not use the Easement Tract in a manner which violates any federal, state, or local law, regulation, rule or ordinance or which constitutes a public or private nuisance. Except for the normal use of fuels and lubricants (but excluding the Page I storage of any such fuels or lubricants), Grantee shall not locate, place, generate, store, manufacture, use or dispose of on or about the Easement Tract any chemical, pollutant, toxic substance, hazardous material, waste or other substance that is the subject of any federal, state or local law, regulation, rule or ordinance pertaining to public health, safety or to the protection or conservation of the environment. 8. Intentionally Deleted. 9. Notices. All notices given pursuant to or in connection with this Agreement shall be in writing and shall be effective when deposited in the U.S, mail, postage prepaid, certified or registered delivery with return receipt requested or, if delivered by some other manner, when actually received, Notices to the parties shall be addressed as follows: To Grantor: Westlake Retail Associates, Ltd, 9800 HiIlwood Parkway, Suite 300 Fort Worth, TX 76177 Attention: L. Russell Laughlin To Grantee: Town of Westlake,Texas 3 Village Circle, Suite 207 Westlake, TX 76262 Attention: Town Manager From time: to time a party may designate a new address for the purpose of receiving notices hereunder by giving notice of its new address to the other party in the manner provided above. 10, Limitation on Liability. Grantee shall only be liable under this Agreement for the acts, omissions, and breaches of Grantee and its officers, employees, duly authorized agents, duty authorized representatives, contractors, and subcontractors. Each Permitted Assignee shall only be liable under this Agreement for the acts, omissions, and breaches of its directors, officers, employees, agents, representatives, contractors, and subcontractors. For purposes of this paragraph, a Permitted Assignee shall not be deemed to be a contractor of Grantee solely because (i) such Permitted Assignee holds a public utility franchise from Grantee; (ii) Grantee participates in the cost of Permitted Facilities to be installed or constructed by such Permitted Assignee under contracts to be awarded by such Permitted Assignee; or (iii) Grantee approves plans and specifications for Pennitted Facilities to be installed or constructed by such Permitted Assignee under contracts to be awarded by such Permitted Assignee. 11. Parties Bound. The rights, duties and obligations created by this Agreement shall constitute covenants running with the land, shall be binding on all subsequent owners of fee simple title in and to the Easement Tract, and shall be binding upon and inure to the benefit of Grantor, Grantee and their respective assignees as permitted by Paragraph 3 hereof. 12. Termination of Easement. The Easement shall automatically terminate upon dedication of the Easement Tract (as evidenced by recordation of a dedication instrument by the Town of Westlake), or if the Easement Tract is not used for the purposes contained herein for a period of two years. TO HAVE AND TO HOLD the above-described premises, together with all and singular, the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and permitted assigns, forever, Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend, all and singular, the said premises, subject to all matters now of Page I record affecting said premises, unto Grantee, its successors and permitted assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor,but not otherwise. EXECUTED to be effective as of the date first written above. GRANTOR: Westlake Retail Associates, Ltd., a Texas limited partnership By: HW WRA GP, LLC, a Texas limited liability company, its general partner Name: I n Title i y L tc ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2019, by L. Russell Laughlin, Executive Vice President of HWWRA GP, LLC, a Texas limited liability company, on behalf of said limited liability company, in its capacity as general partner of Westlake Retail Associates, Ltd., a Texas limited partnership, on behalf of said limited partnership. Pub4ic,State of Texas Notary Public State of as o; Notary o-17.2023 ' Comm.ExP+"I 1 '�''•' �• � Notary yp 1247t7S8t -- Page 3 ACCEPTED ON THE TERMS AND CONDITIONS CONTAINED HEREIN: Grantee: Town of Westlake By: Town Manager ATTEST: APPROVED AS TO FORM: Town Attorney ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 2019, by , the Town Manager of the Town of Westlake, Texas, a municipal corporation, on behalf of the Town of Westlake, Texas_ Notary Public, State of Texas GRANTEE'S ADDRESS: WITH COPY TO: The Town of West]ake Westlake Retail Associates, Ltd, 3 Village Circle, Suite 207 9800 Hiliwood Parkway, Suite 300 Westlake, TX 76262 Fort Worth, Texas 76177 Attention: Town Manager Attention: L. Russell Laughlin Page d Description of a Pedestrian Access Easement BEING a tract of land situated in the Jesse Sutton Survey,Abstract Number 1154 and the Richard Eads Survey,Abstract Number 393,Town of Westlake, Denton County, Texas and being a portion of that tract of land described by deed to Westlake Retail Associates,LTD., recorded in Instrument Number 98-RO 118649, Real Property Records, Denton County,Texas and being more particularly described by metes and bounds as follows: COMMENCING at a Texas Department of Transportation monument found at the northeast corner of said Westlake Retail Associates tract, being the northwest corner of that tract(Tract 2) of land described by deed to CS Kinross Lake Parkway, LLC., recorded in Instrument Number 2016-64107, said Real Property Records and being in the south right-of-way 1 inc of State Highway 114 (a variable width right-of-way); THENCE S 00011'03"E, 575.57 feet, with the east line of said Westlake Retail Associates tract and the west line of said Tract 2 to the POINT OF BEGINNING; THENCE S 00011'03"E, 6.12 feet,continuing with said common line to a 5/8 inch iron rod with plastic cap stamped "PELOTON"found at an ell corner of said Westlake Retail Associates tract, being the south corner of said Tract 2,the beginning of a non-tangent curve to the right; THENCE departing said common line over and across said Westlake Retail Associates tract the following courses and distances: With said non-tangent curve to the right,an arc distance of 83.30 feet, through a central angle of 11'34'24",having a radius of 412.38 feet,the long chord which bears S 84012'37"W, 83.15 feet,to a 5/8 inch iron rod'with plastic cap stamped "PELOTON" found; S 89°59'49"W, 1513.64 feet,to a 5/8 inch iron rod with plastic cap stamped "PELOTON"found at the beginning of a curve to the left; With said curve to the left, an arc distance of 1304.10 feet, through a central angle of 56°49'15", having a radius of 1315.00 feet,the long chord which bears S 61°35'1253W, 1251.31 feet, to a 5/8 inch iron rod with plastic cap stamped"PELOTON" found; S 33°10'34"W, 369.74 feet; N 56049'26"W, 6.00 feet; N 33010'34"E,369.74 feet, to the beginning of a curve to the right; Peloton Job No.HWA16013 Tracking No.ACF#7549 Westlake October 04,2019 QUOMWA 16013_CTR_WESTLAKE_INFRA\SUR1EASEMENTSILEGALSIHWA16013_EA27.DOCX Page I of 6 With said curve to the right, an arc distance of 1310.05 feet,through a central angle of 56'49'15",having a radius of 1321.00 feet,the long chord which. bears N 61°35,12"E, 1257.02 feet; N 89059'49"E, 1513.64 feet,to the beginning of a curve to the left; THENCE with said curve to the Ieft, an arc distance of 83.29 feet, through a central angle of 11'44'37", having a radius of 406.38 feet, the long chord which bears N 84107'31"E, 83.15 feet to the Point of Beginning and containing 19,643 square feet or 0.451 acres of land more or less. "Integral parts of this document" 1.Description 2.Exhibit Peloton Job No.HWA 16013 Tracking No.ACF#7549 Westlake October 04,2019 G:VOBIHWA]6013_CTR WESTLAKE_INFRAISURIEASEMENTSILEGALSIHWA16013_EA27.DOCX Page 2of6 Basis of Bearing is the Texas Coordinate System CO T North Central Zone 4207,NAD 83 _Mariument �e a ac IRF • Iron Rod Found Io ¢ w . Point of 1 S Yor,4b1� J�h ���o Wid(h ay�� Cormmencing I 31�7p 2r r`9''r ❑r_ � ,,,5 wd,, 6 100 200 o DOT GRAPHIC SCALE IN FEET � s I p ••integral ports c l this d❑current"on a 1 1.Description - 2 rages rj 2. Exhibit 4 Pages 1 S � c" CS Kirrass Lake I —f L Parkway.LLC �j ce n llrpel2J z Q r"- Insl.•2016-64107 '" RPR11C.1 II WESTLAKE RETAIL j ASSOCIATES, LTD. m INS7. 98-RO118649 { �1 `` R.P.R.D.C.T. M Ij HW 2421 Lava,LP o G, I II !NS T 4 2009.55583 z II` ❑ - 110 44' 37,, 01 ! R = 406.38' Ln I r I ���� L = 83.29' I Point of LC- N84*07' 31"I~ sonirory Beginning Sower E Ya,L ] 83.15 rnsr,- 2019 3918 I PC°J 1 I I D " p7 0.45t Acres c .64' U� J SO6° 11'Q3"E z ? S89' 59'494'W 1513.64' ;RF �RF 6,12' 1 �� - A� Ul * r'7:o ❑ - 110 34' 24" I �•-^ , cti3 _ a R = 412.38' �• 0 a L - 83.30` ---- Exhibit of a l LC- S84" 12' 37"W - o -- - - - - w � �� 83.15' Pedestrian Access Easement z ° v f CS Xfr ass Lake Parhvay.LLC 11racl 11 Situated in the Jesse Sutton Surrey, Abstract Number 1154, # Inst=2016.649T and the Richard Eads Survey, Abstract Number 393, RPR.Oc.r. Town of Westtake, Denton County, Texas. TBPLS Firrn_Req No. 10177700 Copyright Copyrighto 2019 Peloton Land Solutions,Inc. Basis of Bearing is the Texas Coordinate System North Central Zone 4202,NAD 83 LL v n U 4L IRF - Iran Rod Found ¢ LU 7��,� 0 100 200 q t r�L c GRAPHIC SCALE IN FEET 'ed n �Z��9B t9Z 'integral ports of this document" ¢ 1III`" 1, Description - 2 Pages ❑ b� WESTLAKE RETAIL ASSOCIATES, LTD. 2.Exhibit - 4 Pages 1NST.0 98-RO118649 m R-P.R.O.C.T. Ln I E .� 0.49 Acres w Y 1513.6 4' rn ... .. ._. 1513.64' f 4 �rI V zc, f -1' f U- r m CS Kinross Lake Porkway.UC $ WO&I! Insl.•2M6-64107 za m = 0 F ZN 2 i p m �N h lu ti Exhibit of a yr J a Pedestrian Access Easement a ig w Situated in the Jesse Sutton Survey, Abstract Number 1154, and the Richard Eads Survey, Abstract Number 393, s Town of Westlake, Denton County, Texas. =-r N TBPLS Firm Re No. 10177700 Copyright 2019 Pelolon Land Solutions,Inc. �'T4 � i; a) 0 Basis of Bearing is the Texas Coordinate System a S North Central tone 4202,NAQ 83 r- ,o u ;M a T IRF Won Rod Found �yl - Q lOQ 200 WESTLAKE RETAIL ASSOCIATES, LTD. INST.4, 98-RO118649 GRAPHIC SCALE IN FEET R-P.R-D.C.T. N890 59'49"E - "Integral ports of this document" 1513- 4 4 m 1. Description - 2 Pages a 2.Exhibit - 4 Pages (1) o IRF �m � u � 1513.64' a ❑ - 560 49' 15" 0,451 ACres R 1315.00' r E L - 1304-10' - LC- S610 35' 12"W 1251.31' R Y m Q e,. � � � CS fClnross Lake Purk�ay,LLC '� T \ f IIraY IJ o 4 -64107 6, / RPR11C.7. z e, o i r � � C Exhibit of a It-11 J P ♦ti'i Pedestrian Access Easement w Situated in the Jesse Sutton Survey, Abstract Number 1154, L1 f and the Richard Eads Survey, Abstract Number 393, $�z Town of Westlake, Denton County, Texas. ` . TBPLS Firm Res Na. 10177700 Cop ri ht 2019 Pelaton Land Solutions.Inc. t`' H b Basis of Bearing is the Texas Coordinate System n North Central Zone 42C2,NAD 63at ch s�• IRF • Iron Rod Found ° ' o 100 200 a i V � GRAPHIC SCAE-E ��l FEET 0 f "Integro[ports of this document" 1-Description - 2 Pages 2.Exhibit - 4 Pages 6 - 560 49' 15" a � R - 1321.00' ,r L . 1.310.05' LC- N610 35' 12"E J,��� Q.451 WESTLAKE RETAIL ASSOCIATES, LTD. INST.* 98-RO118649 R.P.R.D.C.T. N CS A'lr,'Oss Lake Fprhray,tL0 � +'tract IJ rnS4•M16-6,4107 RPROC.T. 66. FY o + to + tti,.. F 27 I T�D:7rA.B�tIDGfcS N560 49'26"W ! '•9 4940 o , 6 M' n su�tYtc'�a •� ......... ... I ott angel-Road C, fa variable width right-or-wo ] O N Exhibit of a Pedestrian Access Easement ' 1i Situated in the Jesse Sutton Survey, Abstract Number 1154. l- E LO + V N and the Richard Ends Survey, Abstract Number 393, II� LAND SOLUTION$ Town of Westlake, Denton County, Texas. AGF 7549 11 9800 HILLw000 PARKWAY.SVFE 250 JOB�HWA16013 DRAWN 8Y; p-Freeman CHECKED BY:T.Brid es t]A7E: a7-o8.79 PAGE 0 6 of 6 FORT(NORTH.TEXAS 7B177 M-1 17S52.3 11 9 G-1JOB 1,HW Also -C I R-Wes poke slieel al 57/1 I i4 &2 TOWN OF WESTLAKE RESOLUTION NO. 20-09 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS ACCPETING THE DEDICATION OF RIGHT-OF-WAY AND PEDESTRIAN ACCESS EASEMENTS FOR SCHWAB WAY. WHEREAS, Ordinance 747, adopting the 2015 Forging Westlake Comprehensive Plan, was approved by the Town Council March 2, 2015; and WHEREAS, the 2015 Forging Westlake Comprehensive Plan includes the Thoroughfare Plan,which shows a future roadway where Schwab Way is currently located; and WHEREAS, the Town Council approved Ordinance 870 on October 29, 2018, which approved a PD concept plan providing for the alignment and construction of Schwab Way; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: The Town Council of the Town of Westlake, Texas hereby accepts the dedication of right-of-way for Schwab Way as described and depicted in the attached Exhibit"A". SECTION 2: The Town Council of the Town of Westlake, Texas hereby accepts the dedication of pedestrian access easements along Schwab Way as described and depicted in the attached Exhibit`B". SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this Resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 24TH DAY OF FEBRUARY 2020. Resolution 20-09 Page 1 of 3 ATTEST: Laura Wheat, Mayor Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 20-09 Page 2 of 3 EXHIBITS Dedication Deeds Exhibit "A" - Schwab Way Right-of-Way Land Descriptions Exhibit "B" - Schwab Right of Way (ROW) Easements Reserved Schwab Right-of-Way(ROW) Pedestrian Access Easements Resolution 20-09 Page 3 of 3 Westlake Town Council TYPE OF ACTION T x E T D W N O F WESTLAKE Regular Meeting - Consent DISTINCTIVE BY DESIGN Westlake Town Council Meeting Monday, February 24, 2020 Topic: Consider approval of an Ordinance canceling the May 2, 2020, General Election and declaring each unopposed candidate elected to office. STAFF CONTACT: Todd Wood, Town Secretary Strategic Alignment Vision, iPerspectiveemeOutcome ObLective Transparent/Integrity- Citizen,Student& Natural Oasis-Preserve& Increase CSS driven Government Stakeholder Maintain a Perfect Blend of the Satisfaction Community's Natural Beauty StrateMic Outside the Scope of Identified Strategic Initiatives Time Line - Start Date: January 6, 2020 Completion Date: May 2, 2020 Funding Amount: $14,000 Status - ❑Not Funded Source - General Fund EXECUTIVE SUMMARY(INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) The General Election for expiring terms is scheduled for May 2, 2020, for the election of one (1) Mayor and two (2) Council Members for two(2)year terms. As of the filing deadline on February 14, 2020, there were no opposed candidates or propositions to appear on the ballot. In addition, there were no write-in candidates as of the February 18, 2020 deadline. Pursuant to the Texas Election Code, the Town may cancel the May General Election. The first step in the process to cancel is acceptance of the certification of unopposed candidates from the authority responsible for preparing the ballot. Page 1 of 2 RECOMMENDATION If the Town Council chooses to cancel the May 2, 2020 election, the following actions are required: 1. Accept the Certification of Unopposed Candidates. 2. Approve Ordinance 907 canceling the May 2020 election. ATTACHMENTS Exhibit "A"- Certification of Unopposed Candidates Ordinance 907 with Order of Cancellation attachments Page 2 of 2 Prescribed by Secretary of Stale Exhibit "A"- Ordinance 907 Section 2.051—2.053,Texas Election Code 2/14 CERTIFICATION OF UNOPPOSED CANDIDATES FOR OTHER POLITICAL SUBDIVISIONS (NOT COUNTY) CERTWICAcON DE CANDIDATOS ONICOS PARA OTRAS SUBDIVISIONES POLITICAS (NO EL CONDADO) To: Presiding Officer of Governing Body Al: Presidenle de la entidad gobernante As the authority responsible for having the official ballot prepared, I hereby certify that the following candidates are unopposed for election to office for the election scheduled to be held on May 21 2020. Como autoridad a cargo de lac preparacion de la boleta de votaci6n ofrcial,par la presente certifico que los siguientes candidates son candidatos unicos para elecci6n pars un cargo en la elecci6n que se llevara a cabo el 2 de Mayo del 2020. List offices and names of candidates: t ista de cargos y nombres de los candidalos: Offices) Cargo(s) Candidate(s) Candidato(s) Mayor Laura Wheat Council Member Alesa Belvedere Council Member Rajiv Trivedi eno .��Signature(Firma) 0. Printed Name(Hombre en tetra de molde) y} QW� �C 4rtiy "' .••. Title(Puesto) X A$ 211412020 Date of Signing (Fecha de firma) (Seal) (Sella) Exhibit 'A" - Ordinance 907 Page I of 2 CAP GIAV CHUNG NHAN MA OG C[x VltN TOi. Chu tri can bo cua ca quan chu Yuan La co' quan chiu trach nhiem ve viec co ba phieu chinh thine chuan bi, toi An xac nhan rang cac u�ng Vie ho" du,o'c ma c cuo'c bau ci'r rep van phong cha cuoc bAu cir du- kie"o sE dtroc to cha'c vao ogay 2 thArog 5 nAm 2020. Danh sack cac van phung va ten errs cac fmg cu-vien: Office(s) Candidate(s) Thi tru&ng Laura Wheat Hoi gong thanh vien Alesa Belvedere , Hoi gang ftknh vien Rajiv Trivedi ;,ZO4 4!--< CKr ky v_Waed T In ten x �p ,. Tigu de" Nggy ky Exhibit "A"- Ordinance 907 Page 2 of 2 TOWN OF WESTLAKE ORDINANCE NO. 907 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS CANCELING THE MAY 2, 2020, GENERAL ELECTION AND DECLARING EACH UNOPPOSED CANDIDATE ELECTED TO OFFICE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, Texas, is a General Law municipality located in Tarrant and Denton Counties, created in accordance with the provisions of the Local Government Code and operating pursuant to the enabling legislation of the State of Texas; and WHEREAS, in accordance with law a general election has been ordered for May 2, 2020, for the purpose of electing one (1) Mayor and two (2) Council Members to serve two (2) year terms on the Town Council in the Town of Westlake; and WHEREAS,no proposition is to appear on the ballot; and WHEREAS, the Town Secretary has certified in writing that each candidate on the ballot is unopposed for election to office and delivered this certification to the Town Council on February 19, 2020; and WHEREAS, the filing deadlines for placement on the ballot and declaration of write-in candidacy have passed; and WHEREAS, in these circumstances Chapter 2, Subchapter C of the Texas Election Code authorizes a governing body to declare each unopposed candidate elected to office and cancel the election. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, THAT: SECTION 1: The following candidates, who are unopposed in the May 2, 2020 general election, are hereby declared elected to office, and shall be issued a certificate of election: Laura Wheat Mayor Alesa Belvedere Council Member Rajiv Trivedi Council Member SECTION 2: The Town secretary is directed to post a copy of the Order of Cancellation attached as Exhibit "A", at each designated polling place on May 2, 2020. Ordinance 907 Page 1 of 2 SECTION 3: This ordinance shall be cumulative of all provisions of ordinances of the Town of Westlake, Texas, except where the provisions of this ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 4: It is hereby declared to be the intention of the Town Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the Town Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 5: This ordinance shall be in full force and effect from and after its passage, and it is so ordained. PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 24th DAY OF FEBRUARY 2020. ATTEST: Laura Wheat, Mayor Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Ordinance 907 Page 2 of 2 ORDER OF CANCELLATION ORDEN DE CANCELACION The Town of Westlake hereby cancels the election scheduled to be held on(official name of governing body) May 2, 2020 in accordance with Section 2.053(a)of the Texas(date on which election was scheduled to be held) Election Code. The following candidates have been certified as unopposed and are hereby elected as follows: El Town of Westlake por la presente cancela la eleccion que, de to contrario, (nombre official de la entidad gobernante) se hubiera celebrado el May 2, 2020, de conformidad, con la Seccion 2.053(a) (fecha en que se hubiera celebrado la eleccion) del Codigo de Elecciones de Texas. Los siguientes candidatos han sido certificados como candidatos unicos y por la presente quedan elegidos como se haya indicado a continuacion: Office Sought (Cargo al que presenta candidatura) Candidate (Candidato) Mayor Laura Wheat Council Member Alesa Belvedere Council Member Rajiv Trivedi A copy of this order will be posted on Election Day at each polling place that would have been used in the election.El Dia de las Elecciones se exhibirk una copia de esta orden en todas las mesas electorales que se hubieran utilizado en la eleccion. President (Presidente) Secretary(secretario) Date of adoption (Fecha de adopcion) (seal) (sello) Ordinance 907 Page 1 of 2 LENH HUY BO Thi xa Westlake huong huy bo cac cuoc bau cir du kien se duoc to chirc vao ngay 2 thang 5 nam 2020, phii hop vai phan 2.053(a) cua luat bau cir Texas. Cac ung vien da chimg nhan la unopposed va huong duoc bau lam nhu sau: Van phong tim kiem fmg vien Tong thong Laura Wheat Hoi dong thanh vien Alesa Belvedere Hoi dong thanh vien Rajiv Trivedi Mot ban sao cua lenh nay se dugc gang vao ngay bau cu tai moi dia diem phong phieu nao da dugc sir dung trong cuoc bau cir. Tong thong Thu ky Ngay nhan con nuoi Ordinance 907 Page 2 of 2 Westlake Town Council TYPE OF ACTION T x E T D W N O F WESTLAKE Regular Meeting - Action Item DISTINCTIVE BY DESIGN Westlake Town Counil Meeting Monday, February 24, 2020 Topic: Conduct a public hearing and consider a Resolution approving a Preliminary Site Evaluation for Parish Lane. STAFF CONTACT: Ron Ruthven, Planning and Development Director Strategic Alignment Vision,Value,Mission Perspective Strate2ic Theme&Results Outcome ObLective High Quality Planning, Design & Planned/Responsible Citizen, Student& Development-We are a desirable well preserve Desirability Development Stakeholder planned,high-quality community that &Quality of Life is distinguished by exemplary design standards. Time Line-Start Date: February 24, 2020 Completion Date: February 24,2020 Funding Amount: N/A Status - N/A Source-N/A Contract: No Forms: N/A EXECUTIVE SUMMARY(INCLUDING APPLICABLE ORGANIZATIONAL HISTORY) 170 Retail Associates, Ltd., is requesting a preliminary site evaluation as the first step in constructing an approximate 1,400 foot extension of Parish Lane between State Highway 170 and the City of Roanoke/Town of Westlake corporate boundary. The proposed preliminary site evaluation contains only proposed roadway right-of-way and does not include the adjacent property. Following approval of the preliminary site evaluation, the developer will bring forward a final plat depicting the final roadway right-of-way dimensions. The property is zoned Planned Development District 3, Planning Area 9 (PD3-9). The proposed roadway alignment shown in the preliminary site evaluation complies with the approved PD3-9 Concept Plan. The proposed roadway right-of-way shown on the preliminary site evaluation generally complies with the right-of-way requirements of the zoning(134 foot width)as the width Page 1 of 2 is reduced as the roadway approached Roanoke in order to match the Parish Lane right-of-way in Roanoke. However, upon development of the adjacent properties, additional right-of-way dedication may be required. SUMMARY AND RECOMMENDATION Staff recommends approval. The final plat will include the final right-of-way dimensions in accordance with the PD3-9 regulations and Comprehensive Plan. ATTACHMENTS Resolution 20-10 Exhibit"A"—Parish Lane Preliminary Site Evaluation Page 2 of 2 s� Q) �g�Go W ellr �� �f Q $,Qr/ � O O Q t 1 ° �� 170 RETAIL ASSOCIATES, LTD. �r n i♦ f �`� ) / ' l/ /J� / S r- �+ A� _' �1< Z Z J S c� \ r TRACT 1, 96.619 AC `7l TC D205325970( '< �;{n f f l l DC 2005-136073 cU O O W r s f I l 377 __ �/ �, r 1 E Q�s'C = �,r // �� �� P T r�5 � �� r _ ° ' , „ EXISTING 'PD3-9' =V CITY OF ROANOKE EXISTING PARK J A= 37 28 24 ai / BLOCK B, LOT 1 �� r — R = 1184.80' �� j i t.. ZONING 2� 1> ,�'♦� �r ,�/ / / f r ��-� ZONING - ,,� � f � � L = 774.90 FUTURE DEVELOPMENT 11 /l t t ' rs ri LC= S71 341�9 E r -� �� ,� ' �� CITY OF ROANOKE e SITE �// -zr\ ����- -- I ENCLAVE ROANOKE 1 ! LOT 100 rJ 761 .16 j �' �W �v BLOCK OCKA, LOT TY CENTRE 1 s � 1�� °-q,�r� 1 .f'� o � "�> �� , w J -� i ° � ) A= 36 30 41 l ; EX 15 WATER ESMT �j _ - , „o �l/ 4 UU ,�,`� 17 O : 140 N89°41'29"E'` N89 41 29 E ,,f l R - 1000.00 ter, S 1 / / oc V 614.25 f J i ♦, �' DC2018-5915 , �! O_ "'`� S ; �`� _� �� JJ C� 584.09' J L = 637.24 1 ��,.! / S� ��' NO°0'0"E ►.0 I �W j A o LC- S72 54 52 E J p ♦, / JG� 1 ,89EX ROW .03' f ��r '�,1r � �,,� 626.52 1 APPROX SURVEY LINEr-� ,`Q- -------- .. .. .�. .�. r,-. .. VIC1flllIY_MAP .... —.. _��:..._. .. . r.. -.� ��:o - - - _ � . / // r �,� �. ref/ �ftJ �/I V � SCALE. 1 - 2,000 NORTH -- � - T � r,� 6 . Xbb S52°50'7"E ♦; f fr �� // �� J �� EX ROW J J �- ° ♦i / r // / �� Parish Lane l _�� NO 1831 W� , 279.54' ♦;'/ r > // s l 1 6.97'� I N89°41'29"E Parish Lane / /,,r S (a variable width right-of-way) �� A / / L i / / 1 r�� r ,O 1 o — 584.57' (a variable width S52°50'7"E ®% ✓ r / �I 1 �`� ��� i��l right-of-way) � / / 95.92' rr rr - - �' I , 1 X : W �� r ♦♦ �� r' ! MARGARET B. LEE Exhibit A Resolution 2010 • 5 w �. � � - ° h G �� �/ INST# RET B.80 E L c \ s� 1 S52 50 7 E / / / � r �� �-- f� � 200.38' '��p� � � ,✓ f � j � �° � C.R.T.C.T. N8209'38"E_ - I \ � / � N r m J f / 1 I � MID-AMERICA APT OF TEXAS, LP. `� `1 f �I � r � Z \ // 4 �v A= 38°13'04" /) 113 13" l 4F �S I= 1 LOT i BLOCK 1 I f `�=�i� j EXISTING PD3-9 J / 1 I / / ZONING R = 900.00' S8022'34"E � ) I f FUTURE DEVELOPMENT % �� N.V LC L S 600.32 2'13"E / r LL Y Y s 589.261 /� _� ` ' �' f 1 ` l f / f � O o I Q 170 RETAIL 1 96 619 AC LTD. r� / \ �,, I/ EXISTING 'PD' I EXISTING 'PUB' z z� TC D205325970 LAND USE SUMMARY S I� l /`f s ACREAGE 1`� ZONING M I 1 I r ZONING >-Q �r DC 2005-136073 USE 11 I' 1 —O 1p W PUBLIC ROW ± 3.9 AC ) III ��i �i/ I 0� I— .1,� / ////// jL �s I 1 t ��^ I = z v �� ,��- �� /riiii/� r //��%ll l� r l � ��/ ` I \ CITY OF ROANOKE r-� �� `� /��// ��� //��� . I \�-/ t I1 VOL. 4473 PG. 236 �i t r` '� t � } R.P.R.D.C.T. �r L� l:5 / /�/�/��/ ��•�r %���/ �/ ��.1 4 { fit �, ti 1�f f LOT 1, BLOCK 1 / // �� // f / pN �� '��J '` .r-••_.__,. -� LEGEND \ EXISTING CONTOURS J , `14��— ti / �p / ! f� J J• _ FLOODPLAIN 100-YEAR FEMA ��� 1 O '� / ///� / CURRENT EFFECTIVE(ZONE AE) �1- V \ I I 1 / /�� ^' / _ I \ FLOODPLAIN 100-YEAR � � ����� � I�JAI I 111I 1�� wl� PELOTON STUDY EXISTING EASEMENTS �� � Fr-) �\ — _ ��� ��\� /��/// re `-A SS X EX SANITARY SEWER LINE f ] ` � /^.1 p 40 •� �+ �? W EX WATER LINE �` ' -��� � i--� `�- _ �� f� a} zv ( / PROP SANITARY SEWER LINE �� S� (D N H V / " / / 7 � ~r �\ M -� W 2421 LAND LP /1 EX STORM DRAIN PIPE J I INST#2009-55583 PROPERTY BOUNDARY J r, ,ram\`� /�� � J Z y/ III `1 LOT LINE �� �� �r� \�`\� �` ✓ ` /J�� _ s //�/� ���� / f ,f IJ �-- '"'s Ilfl .� -- PROPOSED RIGHT OF WAY FLOODPLAIN 100-YEAR FEMA _ ( /// ° FLOODPLAIN 100-YEAR III EXISTING RIGHT OF WAY ) cam- �` �� CURRENT EFFECTIVE (ZONE AE) ll II { ,.� I' - h / s/// l j // �' / r' APPROX.TOWN LIMIT LINE �f -� -� � II III 4 ��l/��(� r / f 1 I r / // /' f PELOTON STUDY ................... APPROX.SURVEY LINE J)ll f-f 30 t; S EX DRAINAGE ESMT /� .�� 1 �'-� / > 1� ,- f 1 " EXISTING 'PD3-9' �,� f �, fr��' PRELIMINARY PLAT APPROVED BY THE TOWN OF WESTLAKE PLANNING AND ZONING �� DC VOL 2838, PG 0735 ,/ /♦' ���� r- / �� J�:�� `� ,,�� -„, �� S ZONING / �' �•�� � / /, --1——A-� � �-� - ,_ a \ COMMISSION FOR THE PREPARATION OF A FINAL PLAT: �f FUTURE DEVELOPMENT ,� ��jji�,- 7- /9,�♦ /I%� �- � ?II!► CHAIRMAN DATE �� J' �" �} ` r k r � / Meerrj � EX SS LIFT STATION l �, / // �---- �-- �,�S �- l �' J .. � --- � - f / � �-,� `� � �..=,r.• EXISTING •r,~ '`��� , SECRETARY DATE -- ------ -�--- X ---X- -- X----- r /-'� L`1 ' �) �<J EL J OPEN SPACE %// ti t EX 30' SEWER ESMT I I 1 �" . �-�' I /� / ���==�-= ZONING TIC VOL 11663, PG 0349 1 DC94 R0057161CD _ ) l`� 1f� I1 � / �-,r. V(=_= PRELIMINARY PLAT APPROVED BY THE TOWN OF WESTLAKE TOWN COUNCIL FOR THE �� n V I /sue //���� f� �� / �! // _ i� �,�,J �� �(� L ��� ,yfr �_; J ram✓ �'s� � NPREPARATION OFA FINAL PLAT ................. ..................... .lr....................... .......... /'1/ ................. f �'' / /�� f // �//� r� 1'j1 `? S� y 11 �-�� '� C "1 � �� ?�N ✓ `r �- co �-. � � � �� c•'..,�S......��1; :'����/ r,� ��/ ��� t.,._..,y C'� -� � 1 �/1 � � �I � I � �1,-- � ri� �, .."-� �'� `J�"��--- y - �r, MAYOR DATE f� 2� S /��ii / f ✓ / /` A / I i /lie J ( l f f b �'1F'trt 00 : 100 \ ~' L r I l�'�5 EL / ..' \`%J SECRETARY DATE C j jjz W PROJECT NO. HWA19053 0l OWNER DEVELOPER PLANNER / ENGINEER / A PRELIMINARY SITE EVALUATION OF �, FILE PATH G:JOB\ HWA19053\Master Dev\ Entitlements\Preliminary Plat SURVEYOR PARISH LANE N co DRAWN BY TCG i i i REVIEWED BY KTW PELOTON EXISTING PD3-9 z NORTH 170 RETAIL ASSOCIATES, LTD 170 RETAIL ASSOCIATES, LTD N' DATE OCTOBER, 2019 9800 HILLWOOD PARKWAY 9800 HILLWOOD PARKWAY I�III LAN D SOLUTIONS BEING A 3.9 ACRE TRACT OF LAND LOCATED IN THE J. GIBBON a, DATE REVISIONS o 150' Sao' 45o' SUITE 300 SUITE 300 FORT WORTH, TEXAS 76177 FORT WORTH, TEXAS 76177 9800 HILLWOOD PARKWAY SURVERY, ABSTRACT NUMBER 493; SUITE 250 SITUATED IN THE TOWN OF WESTLAKE, DENTON COUNTY, TEXASCD Q o GRAPHIC SCALE FORT WORTH, TX 76177 = PHONE: 817-562-3350 0 TOWN OF WESTLAKE RESOLUTION NO. 20-10 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS APPROVING A PRELIMINARY SITE EVALUATION FOR PARISH LANE WHEREAS, the Planning and Zoning Commission held a public on February 24, 2020 and voted unanimously to recommend approval of the preliminary site evaluation; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council of Westlake, Texas, after considering the recommendation for approval from the Planning and Zoning Commission on February 24, 2020, does hereby approve the plat as found in the attached document as Exhibit "A, SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 24TH DAY OF FEBRUARY 2020. ATTEST: Laura Wheat, Mayor Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 20-10 Page 1 of 2 EXHIBITS EXHIBIT A Parish Lane Preliminary Site Evaluation Resolution 20-10 Page 2 of 2 Town Council 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 551.074(a)(1): Deliberation Regarding Personnel Matters — to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation c. 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. d. 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. 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: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake. f. Section 552.072 Deliberation Regarding the purchase, sale, lease, or exchange of real property regarding Highway 114 easements at Lot 1R1-1, Block 2 of the Westlake/Southlake Park Addition No. 1 to the Town of Westlake in Tarrant County, Texas. Town Council Item # 6 — Reconvene Council Meeting Town Council 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 551.074(a)(1): Deliberation Regarding Personnel Matters —to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager evaluation c. 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. d. 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. 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: Cause No. 236-304811-18 - Builder Recovery Services, LLC v The Town of Westlake. f. Section 552.072 Deliberation Regarding the purchase, sale, lease, or exchange of real property regarding Highway 114 easements at Lot 1R1-1, Block 2 of the Westlake/Southlake Park Addition No. 1 to the Town of Westlake in Tarrant County, Texas. Town Council 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. Town Council Item # 9 — Council Recap / Staff Direction COUNCIL RECAP / STAFF DIRECTION Town Council Item # 10 — Adjournment Regular Session