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Home My WebLink About04-26-21 Town Council Agenda PacketTC Executive Session Agenda – 04/26/21 Page 1 of 2 TOWN OF WESTLAKE TOWN COUNCIL EXECUTIVE SESSION MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER WESTLAKE, TX 76262 APRIL 26, 2021 4:00 P.M. MEETING In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake will conduct a closed session meeting at 4:00 p.m. on Monday, April 26, 2021. In order to advance the public health goal of promoting "social distancing" to slow the spread of the Coronavirus (COVID-19), there will be limited public access to the physical location described above. A limit of thirty (30) seats will be available to the public on a first-come, first-serve basis. A recording of this meeting will be made and will be available to the public in accordance with the Open Meetings Act. 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. Executive Session 1.CALL TO ORDER 2.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: -Front 44 -Entrada -PD7 (Spencer Ranch) b.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. c.Section 551.071(2) – Consultation with Town 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. TC Executive Session Agenda – 04/26/21 Page 2 of 2 d.Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding BRS. e.Section 551.071 - Consultation with Attorney - to seek advice of counsel regarding Granada Homeowners' Association and ACC matters. f.Section 551.073 - Deliberations Regarding Gifts and Donations. 2.RECONVENE MEETING 3.TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 4.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 551.07187 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, April 23, 2021 by 4:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. _____________________________________ Todd Wood, Town Secretary TC Agenda – 04/26/21 Page 1 of 4 TOWN OF WESTLAKE TOWN COUNCIL MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER WESTLAKE, TX 76262 April 26, 2021 6:30 P.M. MEETING In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake conduct this regular meeting at 6:30 p.m. on Monday, April 26, 2021. In order to advance the public health goal of promoting "social distancing" to slow the spread of the Coronavirus (COVID-19), there will be limited public access to the physical location described above. A limit of thirty (30) seats will be available to the public on a first-come, first- serve basis. A recording of this meeting will be made and will be available to the public in accordance with the Open Meetings Act. 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. Regular Session 1.CALL TO ORDER 2.PLEDGE OF ALLEGIANCE 3.CITIZEN COMMENTS: This is an opportunity for citizens to address the Town Council or Board of Trustees on any matter, whether or not it is posted on the agenda. 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 Town Council and Board of Trustees cannot by law take action nor have any discussion or deliberations on any presentation made at this time concerning an item not listed on the agenda. The Town Council and Board of Trustees 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.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. 5.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. TC Agenda – 04/26/21 Page 2 of 4 a.Consider approval of the minutes from Town Council meeting on November 30, 2020. b.Consider approval of the minutes from Joint Town Council/Board of Trustees meeting on December 14, 2020. c.Consider approval of the minutes from Joint Town Council/Board of Trustees meeting on January 4, 2021. d.Consider approval of Resolution 21-13, authorizing the Town Manager to execute a Depository Agreement with U.S. Bank, N.A., for a Developer Reimbursement Agreement – Part B related to the Entrada Parking Garage. 6.PRESENTATION, DISCUSSION, AND CONSIDERATION OF RESOLUTION 21-14 ACCEPTING THE ANNUAL COMPREHESIVE ANNUAL FIANCIAL REPORT PRESENTED BY WEAVER AND TIDWELL, LLP FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2020. 7.REPORTS Reports are prepared for informational purposes and will be accepted as presented. (there will no presentations associated with the report items) There will be no separate discussion unless a Council Member requests that report be removed and considered separately. a.Quarterly Financial “Dashboard” report for the quarter ended March 31, 2021. 8.DISCUSSION AND CONSIDERATION OF RESOLUTION 21-15, APPROVING A PROPOSAL TO DEVELOP A FEASIBILITY REPORT FOR THE TOWN OF WESTLAKE AND THE CITY OF KELLER FOR CONSOLIDATED FIRE AND EMS SERVICES BY THE MATRIX CONSULTING GROUP AND AUTHORIZING THE TOWN MANAGER TO EXECUTE ALL CONTRACT DOCUMENTS RELATING THERETO ON BEHALF OF THE TOWN OF WESTLAKE, TEXAS. 9.CONDIDER APPROVAL OF RESOLUTION 21-16, APPROVING AN INTERLOCAL AGREEMENT WITH TARRANT COUNTY FOR THE RECONSTRUCTION OF OTTINGER ROAD, AUTHORIZING THE TOWN MANAGER TO EXECUTE THE AGREEMENT AND AUTHORIZING TOWN STAFF TO MAKE FUNDING CHANGES NOT TO EXCEED $25,000 ON THIS PROJECT. 10.PRESENTATION AND DISCUSSION REGARDING THE COVID-19 PANDEMIC, INCLUDING UPDATES AND RECOMMENDATIONS ON MUNICIPAL AND ACADEMIC OPERATIONS. 11.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 TC Agenda – 04/26/21 Page 3 of 4 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: -Front 44 -Entrada -PD7 (Spencer Ranch) b.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. c.Section 551.071(2) – Consultation with Town 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 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding BRS. e.Section 551.071 - Consultation with Attorney - to seek advice of counsel regarding Granada Homeowners' Association and ACC matters. f.Section 551.073 - Deliberations Regarding Gifts and Donations. 12.RECONVENE MEETING 13.TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 14.COUNCIL RECAP/STAFF DIRECTION 15.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. 16.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 551.07187 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. TC Agenda – 04/26/21 Page 4 of 4 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, April 23, 2021, 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. United States Pledge "I pledge allegiance to the flag of the United States of America, and to the republic for which it stands, one nation under God, indivisible, with liberty and justice for all." Texas Pledge “Honor the Texas flag; I pledge allegiance to the, Texas, one state under God, one and indivisible.” Town Council/Board of Trustees Item # 2 – Pledge of Allegiance CITIZEN COMMENTS: This is an opportunity for citizens to address the Town Council on any matter, whether or not it is posted on the agenda. 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 Town Council cannot by law take action nor have any discussion or deliberations on any presentation made at this time concerning an item not listed on the agenda. The Town 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 #3 – Citizen Comments 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. Calendar of Meetings/Events: Updates and information from the Keller Police Chief Joint Town Council/BOT Meeting Monday, April 26, 2021; 5:00 pm* Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Limited seating will be available to the public to promote social distancing. Early Voting for the May 1, 2021 General Election April 19-27, 2021 – Please see the Town’s website for Tarrant and Denton County hours Election Day Saturday, May 1, 2021; Polls open 7:00 am – 7:00 pm Glenstar Conference Center – 1500 Solana Blvd, Building 1, Suite 1100, Westlake, TX 76262. Voters must use 1400 Solana Blvd. driveway then access the rear parking lot and enter the rear entrance of Building 1. Signage will be at the location and maps will be provided electronically to residents through the Communications Department and on the Town’s website. **Please Note** On Election Day, this location is only open to Westlake residents. Joint Town Council/P&Z Meeting Monday, May 3, 2021; 5:00 pm* Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Limited seating will be available to the public to promote social distancing. Joint Town Council/BOT Meeting – Election Canvassing Monday, May 10, 2021; 5:00 pm* Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Limited seating will be available to the public to promote social distancing. New Council/BOT Orientation Wednesday, May 12, 2021 Planning & Zoning Commission Meeting Monday, May 17, 2021; 5:00 pm* Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Limited seating will be available to the public to promote social distancing. *Reminder: Agendas for all municipal/academic meetings are posted a minimum of 72 hours before the meeting begins and can be found on our Town’s website under the tab “Government/Agendas & Minutes.” **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 # 4 – Items of Community Interest TC Minutes – 11/30/20 Page 1 of 6 MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL MEETING November 30, 2020 In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake conducted its regular meeting at 5:00 p.m. on Monday, November 30, 2020 by video and telephone conference in order to advance the public health goal of limiting face-to-face meetings (also called "social distancing") to slow the spread of the Coronavirus (COVID-19). There was no public access to the physical location described above. A recording of the telephonic meeting was made and is available to the public. PRESENT: Mayor Laura Wheat and Council Members Carol Langdon, Greg Goble, and Rajiv Trivedi. Rick Rennhack joined the call at 5:08 p.m. ABSENT: Alesa Belvedere. OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Town Attorney Stan Lowry, Town Secretary Todd Wood, Director of Information Technology Jason Power, Director of Finance Debbie Piper, Director of Facilities & Public Works Troy Meyer, Director of Administrative Services Ginger Awtry, Fire Chief Richard Whitten, Director of Planning & Development Ron Ruthven, Communications Manager Jon Sasser, Business Manager Marlene Rutledge, Utility & Facility Coordinator Dianna Orender, Finance & Budget Analyst Kelsey Wong, Robin McCaffrey with Mesa Planning, and Jim Gordon with One Digital, LLC. Regular Session 1. CALL TO ORDER Mayor Wheat called the Regular Session to order at 5:02 p.m. 2. CITIZEN COMMENTS TC Minutes – 11/30/20 Page 2 of 6 Mayor Wheat provided a brief summary of instructions to the public for citizen comments. No one addressed the Town Council. 3. ITEMS OF COMMUNITY INTEREST Communications Manager Jon Sasser provided an update on the following items: Westlake Academy will be CLOSED for the Christmas Holiday: Westlake Academy will be closed from Thursday, December 21st through Monday, January 4th. January 5th will be a Teacher’s professional developmental day. Westlake Municipal Offices CLOSED for the Christmas Holiday: from Thursday through Friday, December 24-25, 2020. Waste and and recycling pickup will be delayed from Friday to Saturday. Please call the Republic Services Customer Response Team at 602- 237-2078 about the trash and recycling holiday trash and recycling pickup schedule. Westlake Municipal Offices CLOSED for the News Years Holiday: on Friday, January 1st, 2021. Waste and recycling pickup will be delayed from Friday to Saturday. Please call the Republic Services Customer Response Team at 602-237-2078 with any additional questions about the trash and recycling holiday trash and recycling pickup schedule. Town Manager Amanda DeGan provided a brief update from Denton County regarding the COVID-19 pandemic. She stated that Denton County was monitoring hospitalization rates very closely, as seven (7) consecutive days with a 15% or greater COVID-19 cases occupying available hospital beds would dictate the percentage of business occupancy capacity by Executive Order from the Office of the Governor. This could lower the allowable occupancy of businesses, churches, and other public venues. At this time, Denton County only has eleven (11) intensive care beds available. Currently, the COVID-19 infection rate has increased, and a spike is expected following the Thanksgiving holiday. 4. CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. a. Consider approval of the minutes from the meeting on September 28, 2020. b. Consider approval of Resolution 20-34, Adopting the 2020 Meeting Schedule of the Town Council, Board of Trustees, and Planning and Zoning Commission. c. Consider approval of Resolution 20-35, Approving the acceptance of a generous donation to be used exclusively for the addition to the Sam and Margaret Lee Arts and Sciences Center located at 2600 J.T. Ottinger Road. This donation must be matched by outside sources and the matching funds may only be used for the addition to the Sam and Margaret Lee Arts and Sciences Center. MOTION: Mayor Wheat asked if Item 4b could be modified. She recommended that the Town Council meeting scheduled for June 28, 2021 be TC Minutes – 11/30/20 Page 3 of 6 moved to June 21, 2021. In addition, she recommended that the Board of Trustees meeting scheduled for August 2, 2021 be moved to August 9, 2021, and the Planning and Zoning meeting be moved from August 9, 2021 to August 16, 2021. Mayor Wheat then solicited a motion for approval of the consent agenda with these changes. 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. 5. CONSIDER APPROVAL OF RESOLUTION 20-36, AUTHORZING THE TOWN MANAGER OR DESIGNEE TO ENTER INTO A CONTRACT FOR THE TOWN’S HEALTH, VISION, AND DENTAL INSURANCE PRODUCTS AND SERVICES FOR THE 2021 CALENDAR YEAR; AND ESTABLISHING A BROKER OF RECORD. Deputy Town Manager Noah Simon presented this item. He stated that several alterations have been made for the Town’s proposed insurance products, beginning with a change of insurance brokers to OneDigital, LLC. He stated that OneDigital has prepared, reviewed, and analyzed the bids using a proprietary software model that assigns a score based on a number of variables, including pricing and the level of benefits. Using this analysis, United Health Care did not offer the best plan for the Town in terms of price or benefits. Therefore, the Town recommends changing providers to Aetna for health insurance. This change would offer a superior level of benefits to employees and save the Town approximately $200,000 in premiums for the upcoming year and would reduce employee premiums by 4.3%. Staff recommends that the Town retain the current dental insurance policy with MetLife and move the vision insurance to MetLife, with a premium reduction of 12.3%. MOTION: Mayor Wheat asked for a motion to approve Resolution 20-36. Council Member Langdon made a motion to approve. Council Member Trivedi seconded the motion. The motion carried by a vote of 4-0. 6. PRESENTATION AND DISCUSSION ITEMS: a. Presentation and Discussion regarding a potential cost recovery and fiscal impact tool. Robin McCaffrey with Mesa Planning presented this item. He provided a presentation of the cost recovery tool, which allows the Town to see the fiscal costs of development, and financial return these developments would bring to Westlake’s ongoing service costs. Due to Westlake’s zoning regulations, the Town has a great degree of discretion with developments. Therefore, it is important for development to be based on clear outcomes, based on measurable impact, and not on personal preference. He added that Westlake’s low ad valorem tax rate presents a vulnerability that would not impact other cities in the same way. As an example, Westlake would pay more for service delivery to multi-family residential development when compared to other cities. This underscores the importance for the Town to not overcommit itself to future service demands, which would require a higher tax rate. Using studies conducted in other cities around the country, there was a consistent and direct correlation between the higher cost of service delivery to office complexes when compared to single-family residences. TC Minutes – 11/30/20 Page 4 of 6 This computation creates a standard measurement of costs for various densities of land uses. Mr. McCaffrey stated this demonstrated the cost recovery calculator, which calculated an estimate of cost recovery based on the type of development, square footage, estimated valuation, and land entitlements. The Mayor and Council expressed appreciation to Mr. McCaffrey and stated that that this tool was very well done. b. Presentation and Discussion regarding a leak adjustment policy. Director of Public Works and Facilities Troy Meyer and Dianna Orender presented this item. He stated that this presentation would simply be a discussion, and a formal policy would be brought to the Town Council for approval on December 14th. The purpose of this policy would provide a consistent framework for leak adjustment credits and reduce water losses and corresponding financial losses that may occur to the Utility Fund. Mr. Meyer noted that no current policy currently exists for leak adjustments, and adjustments have been historically made on a case-by-case basis. He noted that the cities of Roanoke, Highland Park, University Park, Keller and Southlake were benchmarked for comparison. Each city applied different methods and standards for leak adjustments, and staff has compiled a draft policy that best fits Westlake. In order to be eligible for a leak adjustment, staff recommends a maximum of one (1) adjustment every six (6) months, and the customer must be enrolled in the Eye-on-Water Program. Additionally, repairs due to leaks must be completed within thirty (30) days. 7. CONSIDER APPROVAL OF RESOLUTION 20-37, ACCEPTING A PROPOSAL FROM THE ATLANTIC GROUP FOR TOWN ORDINANCE REVIEW, UPDATE AND LEASE NEGOTIATIONS FOR WIRELESS AND WIRE-BASED FACILITIES AND AUTHORIZING THE TOWN MANAGER TO EXECUTE THE PROPOSAL. Assistant Town Manager Jarrod Greenwood presented this item. During the June Town Council meeting, the Town Manager was authorized to engage stakeholders and initiate discussions with cellular providers regarding the potential construction of a communication tower on the fire station property; however, no agreements would be executed. Mr. Greenwood explained that this item would not commit the Town to any cellular providers or tower construction and this item would only allow Town staff to obtain consulting services related to the telecommunication industry. Recently, Town staff contacted an industry expert that has assisted other local governments with communication tower projects. The Town initially engaged The Atlantic Group regarding a potential communication tower on the fire station property. Mr. Greenwood explained that the Atlantic Group’s experience and knowledge of the telecommunication industry would also benefit the Town through the review of current ordinances, development policies, and town-owned telecommunication conduits. This proposal also includes services independent of any decision the Town Council may make regarding any potential communication tower on the fire station property. In addition, the Atlantic Group would provide consulting services related to the Town’s current regulatory processes related to wireless or wire based facility projects; and consulting services related to the Town’s telecommunication Duct Bank. Funding for this work was not included in the Adopted FY 20/21 budget and would be paid TC Minutes – 11/30/20 Page 5 of 6 for from Utility Fund Reserves. MOTION: Mayor Wheat asked for a motion to approve Resolution 20-37, subject to the Vendor would not accept any finder’s fees, and any hours worked beyond the hours provided in the agreement would need to be approved by both parties in advance in writing. Council Member Goble made a motion to approve. Council Member Trivedi seconded the motion. The motion carried by a vote of 4-0. 8. EXECUTIVE SESSION The Town Council recessed the meeting at 7:00 p.m. to 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: - Front 44 - Entrada b. Section 551.071(2) – Consultation with Town 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. c. 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. d. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding Entrada. e. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding drainage matters within Vaquero. 9. RECONVENE MEETING The Town Council reconvened the meeting at 8:34 p.m. 10. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. None. 11. COUNCIL RECAP/STAFF DIRECTION TC Minutes – 11/30/20 Page 6 of 6 a. Publish information from Tarrant and Denton Counties as it is made available regarding COVID-19. b. Provide a calculation of where Westlake stands today using the cost recovery tool. 12. FUTURE AGENDA ITEMS: None. 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 Trivedi seconded the motion. The motion carried by a vote of 4-0. Mayor Wheat adjourned the meeting at 8:36 p.m. 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. APPROVED BY THE TOWN COUNCIL ON APRIL 26, 2021. ATTEST: _____________________________ Laura Wheat, Mayor __________________________ Todd Wood, Town Secretary TC/BOT Minutes – 12/14/20 Page 1 of 6 MINUTES OF THE JOINT TOWN OF WESTLAKE TOWN COUNCIL AND WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING DECEMBER 14, 2020 In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake and the Board of Trustees of Westlake Academy conducted a joint meeting at 5:00 p.m. on Monday, December 14, 2020 by video and telephone conference in order to advance the public health goal of limiting face-to-face meetings (also called "social distancing") to slow the spread of the Coronavirus (COVID-19). There was no public access to the physical location described above. A recording of the telephonic meeting was made and is available to the public. PRESENT: Mayor Laura Wheat and Council Members Carol Langdon, Greg Goble, and Rajiv Trivedi and Rick Rennhack. ABSENT: OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Town Attorney Stan Lowry, Town Secretary Todd Wood, Director of Information Technology Jason Power, Director of Finance Debbie Piper, Director of Facilities & Public Works Troy Meyer, Director of Administrative Services Ginger Awtry, Director of Planning & Development Ron Ruthven, Communications Manager Jon Sasser, Municipal Court Administrator Jeanie Roumell, Business Manager Marlene Rutledge, Executive Director Dr. Mechelle Bryson, Finance & Budget Analyst Kelsey Wong. Regular Session 1. CALL TO ORDER Mayor Wheat called the Regular Session to order at 5:01 p.m. 2. CITIZEN COMMENTS TC/BOT Minutes – 12/14/20 Page 2 of 6 Mayor Wheat provided a brief summary of instructions to the public for citizen comments. No one addressed the Town Council. 3. ITEMS OF COMMUNITY INTEREST Communications Manager Jon Sasser provided an update on the following items: Westlake Academy CLOSED for the Christmas Holiday: from Thursday, December 21st through Monday, January 4th. January 5th will be a Teacher’s professional developmental day. Westlake Municipal Offices CLOSED for the Christmas Holiday: from Thursday through Friday, December 24-25, 2020. Waste and and recycling pickup will be delayed from Friday to Saturday. Please call the Republic Services Customer Response Team at 602- 237-2078 with any additional questions about the trash and recycling holiday trash and recycling pickup schedule. Westlake Municipal Offices CLOSED for the News Years Holiday: on Friday, January 1st, 2021. Waste and recycling pickup will be delayed from Friday to Saturday. Please call the Republic Services Customer Response Team at 602-237-2078 with any additional questions about the trash and recycling holiday trash and recycling pickup schedule. Upcoming Meetings: The Town Council and Board of Trustees will hold a Joint Meeting on Monday, January 4, 2021 at 5:00 p.m. This meeting will be held via teleconferencing. The Planning and Zoning Commission will hold a meet on Monday, January 11, 2021 at 5:00 p.m. This meeting will be held via teleconferencing. Westlake Municipal Offices CLOSED for the Martin Luther King, Jr. Holiday: on Friday, January 18st, 2021. Mayor Wheat then stated that she wanted to give appreciation to Finance Director Debbie Piper, who has been employed by the Town for nearly 18 years. She thanked Debbie for being with the Board every step of the way during this time and noted that she has always displayed a smile during every conversation and kept everyone on an “even keel” throughout the years on many different matters. Mayor Wheat expressed her gratefulness and thanks for her for her service. 4. 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 Resolution 20-38, adopting a Leak Adjustment Policy. TC/BOT Minutes – 12/14/20 Page 3 of 6 MOTION: Mayor Wheat asked for a motion to approve Resolution 20-38. Council Member Trivedi made a motion to approve. Council Member Langdon seconded the motion. The motion carried by a vote of 5-0. 5. PRESENTATION AND DISCUSSION ITEMS: a. Presentation and Discussion regarding the Back-To-School Plan for the 2020-2021 Academic Year, including updates and recommendations regarding information related to the impact of COVID-19 on municipal and academic operations. Town Manager Amanda DeGan introduced this item, and asked Deputy Town Manager Noah Simon to present information on this topic. Mr. Simon began by stating that he would like to present several statistics to the Board regarding COVID-19 for the time period following Thanksgiving. Since that date, fourteen (14) staff members have either been exposed or tested positive for COVID-19, and eighty (80) students at Westlake Academy have either been exposed or tested positive. These numbers include exposures that are viewed as “presumptive positive” cases involving quarantine, and a majority of these numbers that do not include an actual positive test result. Mrs. DeGan then noted that an attestation would be filed with the state for MYP students who constituted a larger percentage of exposures in order to continue remote learning during this quarantine period. She then mentioned that the CDC has recently updated the guidelines related to quarantine periods. Depending on local conditions, a quarantine period may be ten (10) days for the general public who have not been congregate settings. However, Tarrant County still recommends a fourteen (14) day quarantine period, and School Boards would need to determine this timeframe at the local level. At this time, staff recommends maintaining the fourteen (14) day timeframe. Mayor Wheat and the Council agreed. b. Discussion regarding the Town Policy for Naming of Town-owned Facilities and Parks to determine if this request meets the criteria for a memorial bench on the Westlake Academy campus. Director of Public Works and Facilities Troy Meyer presented this item. He stated that an application had been submitted for a memorial bench to honor a former Westlake resident. Mr. Meyer then asked for feedback from the Town Council as to whether this application would meet the criteria of the policy. He began by showing the existing policy for naming Town-owned facilities and parks, and the processes that were involved. He then recommended the creation of a “master plan” which would specify available items within the community that would be eligible to be named under the policy in the future. This would create consistency in the application of the policy. Mayor Wheat asked if the value of donations should be included in the policy, as there would be value in assigning dollar values to in how the policy is administered. The Board agreed that a master plan would be beneficial, and additional discussions should occur in the future to determine the proper manner as to how this donor’s contribution could be best utilized according to the policy. 6. CONSIDER APPROVAL OF RESOLUTION 20-39 AMENDING THE GUARANTEED MAXIMUM PRICE (GMP) OF $9,737,281 TO $10,039,787 ($302,506) WITH CORE TC/BOT Minutes – 12/14/20 Page 4 of 6 CONSTRUCTION, APPROVING ALL CHANGE ORDERS FOR THE CONSTRUCTION OF THE WESTLAKE FIRE-EMS STATION NO. 1 PROJECT. Director of Public Works and Facilities Troy Meyer presented this item. He began by stating that with all large projects, staff will bring a Guaranteed Maximum Price (GMP) to the Town Council for finalization and approval. Mr. Meyer then presented the overall project summary, including a summary of funding and associated change orders. The total project cost of the Fire Station was $10,039,787, and staff recommended Council approval for this amount. MOTION: Mayor Wheat asked for a motion to approve Resolution 20-39. Council Member Belvedere made a motion to approve. Council Member Langdon seconded the motion. The motion carried by a vote of 5-0. 7. CONSIDER APPROVAL OF ORDINANCE 917, AMENDING AND ESTABLISHING A NEW WATER AND WASTEWATER RATE AND FEE SCHEDULE, AND REPEALING ORDINANCE 904 IN ITS ENTIRETY; PROVIDING A PENALTY; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; AUTHORIZING PUBLICATION; AND ESTABLISHING AN EFFECTIVE DATE. Assistant Town Manager Jarrod Greenwood presented this item. He indicated that the staff recommendation would maintain current water rates for the next five (5) years, with an approximate 8% increase in wastewater rates. For the average customer, this would result in an overall increase of 3.7% once combined. There were no questions from the Town Council. MOTION: Mayor Wheat asked for a motion to approve Ordinance 917. Council Member Trivedi made a motion to approve. Council Member Goble seconded the motion. The motion carried by a vote of 5-0. 8. EXECUTIVE SESSION The Town Council and Board of Trustees recessed the meeting at 6:12 p.m. to 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: - Front 44 - Entrada TC/BOT Minutes – 12/14/20 Page 5 of 6 - Deloitte b. Section 551.071(2) – Consultation with Town 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. c. 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. d. Section 551.073 – Deliberations Regarding Gifts and Donations. 9. RECONVENE MEETING The Town Council reconvened the meeting at 7:13 p.m. 10. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. None. 11. COUNCIL RECAP/STAFF DIRECTION a. Involve residents in conversations regarding the master plan for memorials/benches, including the number of memorials within specific areas. 12. FUTURE AGENDA ITEMS: Historic designation and preservation plan for the Westlake community. 13. ADJOURNMENT There being no further business before the Council or Board of Trustees, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Langdon made a motion to adjourn the meeting. Council Member Belvedere seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat adjourned the meeting at 7:16 p.m. TC/BOT Minutes – 12/14/20 Page 6 of 6 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. APPROVED BY THE TOWN COUNCIL ON APRIL 26, 2021. ATTEST: _____________________________ Laura Wheat, Mayor __________________________ Todd Wood, Town Secretary TC/BOT Minutes – 01/04/21 Page 1 of 5 MINUTES OF THE JOINT TOWN OF WESTLAKE TOWN COUNCIL AND WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING JANUARY 4, 2021 In accordance with Order of the Office of the Governor issued March 16, 2020 and March 19, 2020, the Town Council of the Town of Westlake and the Board of Trustees of Westlake Academy conducted a joint meeting at 5:00 p.m. on Monday, January 4, 2021 by video and telephone conference in order to advance the public health goal of limiting face-to-face meetings (also called "social distancing") to slow the spread of the Coronavirus (COVID-19). There was no public access to the physical location described above. A recording of the telephonic meeting was made and is available to the public. PRESENT: Mayor Laura Wheat and Council Members Greg Goble, and Rajiv Trivedi. Council Member Carol Langdon joined the meeting at 5:11 p.m., and Alesa Belvedere joined the meeting at 5:25 p.m. ABSENT: Rick Rennhack OTHERS PRESENT: Town Manager Amanda DeGan, Deputy Town Manager Noah Simon, Assistant Town Manager Jarrod Greenwood, Town Attorney Stan Lowry, Town Secretary Todd Wood, Director of Information Technology Jason Power, Director of Finance Ginger Awtry, Director of Facilities & Public Works Troy Meyer, Director of Planning & Development Ron Ruthven, Municipal Court Administrator Jeannie Roumell, Communications Manager Jon Sasser, Business Manager Marlene Rutledge, Athletic Director Alan Burt, Executive Director Dr. Mechelle Bryson, Finance & Budget Analyst Kelsey Wong. Regular Session 1. CALL TO ORDER Mayor Wheat called the Regular Session to order at 5:12 p.m. 2. CITIZEN COMMENTS Mayor Wheat provided a brief summary of instructions to the public for citizen comments. No one addressed the Town Council. TC/BOT Minutes – 01/04/21 Page 2 of 5 3. ITEMS OF COMMUNITY INTEREST Communications Manager Jon Sasser provided an update on the following items: Westlake Academy: Today was the final day of the Christmas Holiday break and tomorrow (January 5, 2021) will be a Teacher professional developmental day. Students in 10th grade will return for on-campus instruction on January 6th, and 9th grade students will return on January 13th. Upcoming Meetings: The Planning and Zoning Commission will hold a meet on Monday, January 11, 2021 at 5:00 p.m. This meeting will be held via teleconferencing. The Town Council and Board of Trustees will hold a Joint Meeting on Monday, January 25, 2021 at 5:00 p.m. This meeting will be held via teleconferencing. Westlake Municipal Offices CLOSED: Friday, January 18, 2021 due to the Martin Luther King, Jr. holiday. Construction at the Terrace at Solana: Building 7 (the location of Town Hall) is being completely renovated. In addition, a fitness center is being constructed and will feature many amenities, including a café and a coffee bar. It is estimated that this project will be completed in April. 4. 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 Town Council meeting on October 5, 2020. b. Consider approval of the minutes from the Board of Trustees meeting on October 5, 2020. c. Consider approval of Resolution 21-01, Approving the acceptance of a generous donation to be used exclusively for the addition to the Sam and Margaret Lee Arts and Sciences Center located at 2600 J.T. Ottinger Road. d. Consider approval of Resolution 21-02, Approving the authorized signers on the Town of Westlake Depository Accounts with First Financial Bank and TexPool. e. Consider approval of Resolution 21-03, amending the authorized signers on the Town of Westlake Insurance Trust account with First Financial Bank. MOTION: Mayor Wheat asked for a motion to approve the consent agenda. Council Member Goble made a motion to approve. Council Member Trivedi seconded the motion. The motion carried by a vote of 4-0. 5. PRESENTATION AND DISCUSSION REGARDING THE BACK-TO-SCHOOL PLAN FOR THE 2020-2021 ACADEMIC SCHOOL YEAR, INCLUDING UPDATES AND RECOMMENDATIONS REGARDING INFORMATION RELATED TO THE IMPACT OF COVID-19 ON MUNICIPAL AND ACADEMIC OPERATIONS. TC/BOT Minutes – 01/04/21 Page 3 of 5 Town Manager/ Superintendent Amanda DeGan introduced this item. She began by stating that that MYP and DP students had been sent home for remote learning prior to the winter break, as there was a shortage of teachers and substitute teachers during that period of time. She then asked Deputy Town Manager Noah Simon to present additional information on this topic, as information has changed to a great degree since the last meeting. Mr. Simon began by stating that he would be presenting data from December, as well as the latest information that has been received. December was the most active month for numbers related to COVID-19, with approximately 140 cases that were shown to be exposures or positive cases. He noted that the number of actual positive test results have increased over the last several months, and recent positive cases show a high degree of transmission within households. He emphasized the importance of taking precautions by wearing masks and following recommended personal sanitary practices. Mrs. DeGan then noted that during the Denton County call earlier that day, only seven (7) ICU beds were available. At this time, approximately 40%-60% of ICU beds were occupied by COVID-19 patients, and this statistic is consistent with numbers supplied from Tarrant County. It is estimated that the number of infections is expected to exceed the numbers following the Thanksgiving holiday. Denton County has now prioritized vaccinations, beginning with those classified as Phase 1(a), which includes front-line health care and hospice workers. Currently, Denton County is working on prioritization of Phase 1(b) vaccinations, which is for those 65 years of age or older and those with underlying health conditions. The current estimate is that Denton County would have 150,000 residents that would qualify for the Phase 1(b) vaccination, although only 11,000 vaccines have been received to date. Mrs. DeGan then stated that she would participate in a call with Tarrant County on Wednesday, and staff would work remotely on a rotational basis to mitigate any possible transmission at Town Hall. Mrs. DeGan then addressed of prior direction that had been given by the Board related to the athletics program at Westlake Academy, noting that students would be required to receive on-campus instruction in order to participate in organized sports. She then asked the Board for clarification as to whether the Board continued to support this direction, or if would be any flexibility prior to being implemented. Due to the recent increase in infections, Mrs. DeGan advocated for the flexibility to determine whether any child should be on campus and to allow for decisions to be made in order to avoid any unintended consequences. Athletic Director Alan Burt noted that the number of basketball participants were approximately 50% less than the prior year and supported the continuation of athletics. He then noted that the situation would be carefully monitored, and the athletic program may be suspended if circumstances warranted that decision. The Board expressed support for this flexible approach. 6. CONDUCT A PUBLIC HEARING TO DISCUSS CHARTER FIRST 2020 RATING BASED ON SCHOOL YEAR 2018-2019 DATA AND ANNUAL FINANCIAL MANAGEMENT REPORT. TC/BOT Minutes – 01/04/21 Page 4 of 5 Finance Director Ginger Awtry presented this report to the Board. She then shared Westlake Academy’s Charter First rating, which is based on 2018-2019 fiscal year data, and was very pleased to report that Westlake Academy received a rating of “A” Superior with a score of 100. Additionally, there were no findings or areas of concern by TEA. Ms. Awtry thanked the staff for their excellent work throughout the year. With no questions from the Board, President Wheat opened the public hearing at 6:04 p.m. No one addressed the Board. President Wheat closed the public hearing at 6:04 p.m. 7. DISCUSSION AND CONSIDERATION OF ORDINANCE 918, CALLING AND ORDERING AN ELECTION FOR THE PURPOSE OF ELECTING THREE (3) COUNCIL MEMBERS TO BE HELD ON MAY 1, 2021. MOTION: Mayor Wheat asked for a motion to approve Ordinance 918. Council Member Langdon made a motion to approve. Council Member Belvedere seconded the motion. The motion carried by a vote of 3-0. 8. EXECUTIVE SESSION The Town Council and Board of Trustees recessed the meeting at 6:06 p.m. to 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: - Deloitte - Potential development on 55.12 acres located at Tracts 7C, 7F, 7G, 7H, 7L and 7M Abstract 648, William Huff Survey, Town of Westlake, Texas, and more generally located at the northeast corner of U.S. Highway 377 and State Highway 170. b. Section 551.071(2) – Consultation with Town 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. c. 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 TC/BOT Minutes – 01/04/21 Page 5 of 5 of the Texas Government Code - FM 1938 access for proposed Southlake development. d. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding drainage matters within Vaquero. e. Section 551.073 – Deliberations Regarding Gifts and Donations. 9. RECONVENE MEETING The Town Council reconvened the meeting at 8:00 p.m. 10. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. None. 11. COUNCIL RECAP/STAFF DIRECTION a. Allow flexibility to operate the athletic program at Westlake Academy. Ensure the fidelity of testing and examinations and look at having all students back on campus for testing or maintain equitable procedures for all student testing. 12. FUTURE AGENDA ITEMS: None. 13. ADJOURNMENT There being no further business before the Council or Board of Trustees, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Goble made a motion to adjourn the meeting. Council Member Belvedere seconded the motion. The motion carried by a vote of 3-0. Mayor Wheat adjourned the meeting at 8:01 p.m. 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. APPROVED BY THE TOWN COUNCIL ON APRIL 26, 2021. ATTEST: _____________________________ Laura Wheat, Mayor __________________________ Todd Wood, Town Secretary Page 1 of 2 COUNCIL AGENDA ITEM Regular Session - Consent Monday, April 26, 2021 TOPIC: Consider a resolution authorizing the Town Manager to execute a Depository Agreement with U.S. Bank, N.A., for a Developer Reimbursement Agreement – Part B related to the Entrada Parking Garage. STAFF: Jarrod Greenwood, Assistant Town Manager Ginger Awtry, Director of Finance STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Planned / Responsible Development People, Facilities, & Technology High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Encourage Westlake's Unique Sense of Place SUMMARY The Solana Public Improvement District (PID) for the Entrada development was created by Resolution 14-07 by Town Council on February 24, 2014. In order to levy the assessment on property within the PID required to service the PID bonds, Town Council adopted Ordinance No. 741 approving the Solana Pubic Improvement District Service and Assessment Plan and Assessment Roll. Collection of PID Assessments on the Entrada parking garage was triggered in 2018, and Annual Installments are currently being collected to reimburse the Developer for the Reimbursement Agreement – Part B. The PID was originally set up to deposit all Annual Installments in the trust estate for the PID, so the portion of the Annual Installment allocable to pay principal and interest on the Reimbursement Agreement – Part B currently flows into the same accounts responsible for paying principal and interest on the outstanding PID Bonds. Since the annual installment for Reimbursement Agreement – Part B is not security for the PID Bonds, the funds need to be held in a separate account, which requires an additional depository agreement to govern the Annual Installments for the Reimbursement Agreement – Part B. The Town’s Bond Counsel and PID Administrator have reviewed and signed off on the proposed agreement. Page 2 of 2 COUNCIL ACTION/OPTIONS Council needs to approve the proposed Depository Agrement in order to fulfill obligations specified within the Developer’s Reimbursement Agreement for Entrada improvements. STAFF RECOMMENDATION Staff recommends approval. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: N/A Funding Source: N/A Contract: No Forms: Form 2270 Service Levels: The proposed agreement maintains service levels for Entrada PID administration. DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: No impact to Westlake Academy Comprehensive Plan: The proposed agreement conforms to the Comp Plan by fulfilling the Town’s obligations for Entrada development. Cost Recovery Analysis: No fiscal impact Traffic Impact: No traffic impact ATTACHMENTS Resolution Exhibit “A” - PID Depository Agreement Resolution 21-13 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-13 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE A DEPOSITORY AGREEMENT WITH U.S. BANK, N.A., FOR A DEVELOPER REIMBURSEMENT AGREEMENT – PART B RELATED TO THE ENTRADA PARKING GARAGE. WHEREAS, the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended (the "Act"), authorizes the Town Council (the "Council") of the Town of Westlake, Texas (the "Town"), to create a public improvement district within the Town; and WHEREAS, on February 24, 2014, the Council conducted a public hearing to consider a petition received by the Town on October 18, 2013 titled "Petition for the Creation of a Public Improvement District Within the Town of Westlake, Texas, for the Solana Public Improvement District" requesting the creation of a public improvement district; and WHEREAS, on February 24, 2014, the Council approved Resolution No. 14-07 (the "Authorization Resolution"), authorizing, establishing and creating the Solana Public Improvement District (the "District"); and WHEREAS, the Town Council finds that the proposed Depository Agreement with U.S. Bank, N.A., satisfies requirements for reimbursement to the developer to the construction of the parking garage within Entrada; and WHEREAS, the Town Council finds that the proposed Depository Agreement with U.S. Bank, N.A., is in the best interest of the public. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: All matters stated in the Recitals above are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: The Town Council of the Town of Westlake hereby approves the Depository Agreement with U.S. Bank, N.A., for a Developer Reimbursement Agreement – Part B related to the Entrada Parking Garage, attached as Exhibit “A”, and further authorizes the Town Manager to execute the agreement on behalf of the Town of Westlake, Texas. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 21-13 Page 2 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 26th DAY OF APRIL 2021. _______________________________ Laura Wheat, Mayor ATTEST: ___________________________ ________________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ___________________________ L. Stanton Lowry, Town Attorney DM-#8028084 TOWN OF WESTLAKE SOLANA PUBLIC IMPROVEMENT DISTRICT – REIMBURSEMENT AGREEMENT – PART B DEPOSIT AGREEMENT THIS DEPOSIT AGREEMENT, dated as of ("Agreement"), is by and between the Town of Westlake, Texas ("Depositor") and U.S. Bank National Association, a national banking association, as depositary agent ("Agent"). BACKGROUND WHEREAS, Depositor desires to deposit funds with Agent from time to time in connection with the creation and implementation of the Town of Westlake, Texas Solana Public Improvement District created pursuant to Texas Local Government Code Chapter 372; and WHEREAS, Agent has agreed to accept, hold, and disburse the funds deposited with it and the earnings thereon in accordance with the terms of this Agreement. STATEMENT OF AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: 1. Definitions. The following terms shall have the following meanings when used herein: "Depositor Representative" shall mean the person(s) so designated on Schedule B hereto or any other person designated in a writing signed by Depositor and delivered to Agent in accordance with the notice provisions of this Agreement, to act as its representative under this Agreement. "Funds" shall mean the funds deposited with Agent pursuant to Section 3 of this Agreement, together with any interest and other income thereon. "Written Direction" shall mean a written direction executed by a Depositor Representative and directing Agent to disburse all or a portion of the Funds or to take or refrain from taking an action pursuant to this Agreement. 2. Appointment of and Acceptance by Agent. Depositor hereby appoints Agent to serve hereunder. Agent hereby accepts such appointment and agrees to hold and disburse the Funds in accordance with this Agreement. 3. Deposit of Funds. Depositor will transfer the Funds from time to time, by wire transfer of immediately available funds, to the depositary account identified in Schedule A EXHIBIT A DM-#8028084 -2- hereto (the “Deposit Account”). Depositor may transfer additional Funds to the Deposit Account from time to time upon Agent’s prior written approval. 4. Disbursements of Funds. Agent shall disburse Funds at any time and from time to time, upon receipt of, and in accordance with, Depositor’s Written Direction. Such Written Direction shall contain wiring instructions or an address to which a check shall be sent. All disbursements of funds from the Funds shall be subject to the fees and claims of Agent and the Indemnified Parties (as defined below) pursuant to Section 9 and Section 10 below. 5. Suspension of Performance; Disbursement Into Court. If, at any time, Agent is unable to determine, to Agent's sole satisfaction, the proper disposition of all or any portion of the Funds or Agent's proper actions with respect to its obligations hereunder, then Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Agent, b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in Tarrant County, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Funds, after deduction and payment to Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by, Agent in connection with the performance of its duties and the exercise of its rights hereunder. Agent shall have no liability to Depositor or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Funds or any delay in or with respect to any other action required or requested of Agent. 6. Investments. Based upon Depositor’s prior review of investment alternatives, in the absence of further specific written direction to the contrary at any time that an investment decision must be made, Agent is directed to invest and reinvest the Funds in the investment identified in Schedule C. Agent will not provide supervision, recommendations or advice relating to either the investment of Funds or the purchase or disposition of any investment and the Agent shall not have any liability for any loss in an investment made pursuant to the terms of this Agreement. Agent has no responsibility whatsoever to determine the market or other value of any investment and makes no representation or warranty as to the accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, Depositor waives receipt of such confirmations. Receipt of Funds and investment and reinvestment of Funds shall be confirmed by Agent by an account statement. Failure to inform Agent in writing of any error or omission in any such account statement within 90 days after receipt shall DM-#8028084 -3- conclusively be deemed confirmation and approval by Depositor of such account statement. All Funds held by the Agent shall be collateralized pursuant to Chapter 2257, Texas Government Code, as amended. 7. Resignation or Removal of Agent. Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to the Depositor specifying a date when such resignation shall take effect and after such specified date, notwithstanding any other provision of this Agreement, Agent’s sole obligation will be to hold the Funds pending appointment of a successor Agent. Similarly, Agent may be removed at any time by Depositor giving at least thirty (30) days’ prior written notice to Agent specifying the date when such removal shall take effect. Upon the effective date of any such resignation or removal, Agent shall return the Funds to or at the direction of the Depositor after deduction and payment to Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by in connection with the performance of its duties and the exercise of its rights hereunder. After Agent's resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting under this Agreement. 8. Liability of Agent. Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Agent has no fiduciary or discretionary duties of any kind. Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines, which determination is not subject to appeal, that Agent’s negligence or willful misconduct was the primary cause of any loss to the Depositor. Agent's sole responsibility shall be for the safekeeping of the Funds in accordance with Agent’s customary practices and disbursement of the Funds in accordance with the terms of this Agreement. Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein or communicated in writing by the Deposit Representative. Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Agent believes to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Funds, any account in which Funds are deposited, or this Agreement, or to appear in, prosecute or defend any such legal action or proceeding or to take any other action that in Agent’s sole judgment may expose it to potential expense or liability. Agent shall not be responsible or liable in any manner for the performance by any party of their respective obligations under any other agreement. Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto. DM-#8028084 -4- Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Funds, without determination by Agent of such court's jurisdiction in the matter. If any portion of the Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 9. Indemnification of Agent. From and at all times after the date of this Agreement, Depositor shall, to the extent permitted by law, defend, indemnify and hold harmless Agent and each director, officer, employee and affiliate of Agent (each, an "Indemnified Party") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys' fees, costs and expenses) incurred by or asserted against any Indemnified Party from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Depositor, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, which determination is not subject to appeal, to have resulted solely from the negligence or willful misconduct of such Indemnified Party. Depositor further agrees to indemnify each Indemnified Party for all costs, including reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Depositor’s indemnification obligations hereunder, provided that any services provided by the Agent after termination of this Agreement will be pursuant to written agreement between the Depositor and the Agent. The obligations of Depositor this Section 9 shall survive any termination of this Agreement and the resignation or removal of Agent only with respect to actions taken prior to termination of this Agreement or resignation or removal of the Agent. 10. Compensation to Agent. a. Fees and Expenses. Solely from funds deposited pursuant to this Agreement, the Depositor shall compensate Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Agent for all of its reasonable out-of-pocket DM-#8028084 -5- expenses, disbursements, and advances, including without limitation the reasonable fees, expenses, and disbursements of its agents and attorneys incurred or made by the Agent in connection with entering into and performing under this Agreement. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by Depositor upon invoicing to the Town by Agent. The obligations of Depositor under this Section 10 shall survive any termination of this Agreement and the resignation or removal of Agent, provided that payments are to be made solely from Funds deposited pursuant to this Agreement, and solely for services rendered under this Agreement and any fees incurred by the Agent after termination of this Agreement shall not exceed a maximum of two-hundred thousand dollars ($200,000.00). b. Disbursements from Funds to Pay Agent. Agent is authorized to, and may, disburse to itself from the Funds, from time to time, the amount of any compensation and reimbursement due and payable hereunder after submission of an invoice to be paid and with written direction from the Depositor (including any amount to which Agent is entitled to seek indemnification pursuant to Section 9 hereof). 11. Representations and Warranties. Depositor makes the following representations and warranties to Agent: (i) It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (ii) This Agreement has been duly approved by all necessary action, has been executed by its duly authorized officers, and constitutes its valid and binding agreement enforceable in accordance with its terms except as may be limited by laws heretofore or hereafter enacted relating to bankruptcy insolvency, reorganization, moratorium, sovereign immunity of political subdivisions or other similar laws affecting the rights of creditors of political subdivisions and the exercise of judicial discretion in appropriate cases. (iii) The execution, delivery, and performance of this Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization, bylaws, management agreement or other organizational document, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture. (iv) The applicable persons designated on Schedule B hereto have been duly appointed to act as its representatives hereunder and have full power and authority to execute and deliver any Written Direction. Any amendment, modification or waiver of any provision of this Agreement will require action by the Town Council. DM-#8028084 -6- (v) No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Funds or any part thereof. (vi) All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of the Funds. 12. Patriot Act/Identifying Information. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non- individual person such as a business entity, a charity, a trust, or other legal entity, Agent requires documentation to verify its formation and existence as a legal entity. Agent may ask to see financial statements, licenses, or identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The Depositor acknowledges that a portion of the identifying information set forth herein is being requested by Agent in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”), and agrees to provide any additional information requested by Agent in connection with the Act or any other legislation or regulation to which Agent is subject, in a timely manner. The Depositor represents that all identifying information set forth on Schedule A or otherwise provided to Agent, including without limitation, its Taxpayer Identification Number assigned by the Internal Revenue Service or any other taxing authority, is true and complete on the date hereof and will be true and complete at the time of any disbursement of the Funds. 13. Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Agreement, the parties hereto agree that Courts having jurisdiction and venue in Tarrant County, Texas shall have jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that Courts having jurisdiction and venue in Tarrant County, Texas shall have jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts. 14. Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing (provided that each such communication to Agent must be manually signed by the Sender) and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to the address or facsimile number set forth on Schedule A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Schedule A hereto, or to such other address as each party may designate for itself by like notice. DM-#8028084 -7- 15. Amendment, Waiver and Assignment. This Agreement may be changed, waived, discharged or terminated only by a writing signed by the parties hereto. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. Except as provided in Section 19, this Agreement may not be assigned by any party without the written consent of the other party. 16. Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 17. Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Texas without giving effect to the conflict of laws principles thereof. 18. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the holding, investment and disbursement of the Funds and sets forth in their entirety the obligations and duties of Agent with respect to the Funds. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the signatory parties hereto and the Indemnified Parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 19. Binding Effect; Successors. All of the terms of this Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Depositor and Agent. If Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including the account contemplated by this Agreement) to another entity, the successor or transferee entity without any further act shall be the successor Agent. 20. Execution in Counterparts. This Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. 21. Termination. Upon the disbursement of all amounts in the Funds pursuant to Written Directions or pursuant to Section 5, Section 7 or Section 8 hereof, this Agreement shall terminate, Agent shall be released from its obligations hereunder and Agent shall have no further liability with respect to the Fund, this Agreement, or any action or refusal to take action hereunder. DM-#8028084 -8- 22. Dealings. Agent and any stockholder, director, officer or employee of Agent may buy, sell, and deal in any of the securities of the Depositor and become financially interested in any transaction in which Depositor may be interested, and contract and lend money to the Depositor and otherwise act as fully and freely as though it were not acting as the depositary Agent under this Agreement. Nothing herein shall preclude Agent from acting in any other capacity for the Depositor or for any other person or entity. 23. Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule B hereto, and Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call- backs may be changed only in writing actually received and acknowledged by Agent and shall be effective only after Agent has a reasonable opportunity to act on such changes. Depositor agrees that Agent may at its option record any telephone calls made pursuant to this Section. Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Depositor to identify (a) the beneficiary, (b) the beneficiary's Agent, or (c) an intermediary Agent. Agent may apply any of the Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to an Agent other than the beneficiary's Agent or an intermediary Agent designated. Depositor acknowledges that these optional security procedures are commercially reasonable. 25. Tax Reporting. Depositor agrees to assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Agreement. Upon Agent’s request, Depositor shall provide Agent with a Form W-9 or Form W-8, as applicable, for each payee, together with any other documentation and information requested by Agent in connection with Agent’s reporting obligations under the United States Internal Revenue Code and related regulations (the “Code”). If such tax documentation is not so provided, Agent is authorized to withhold taxes as required by the Code. Depositor shall accurately provide Agent with all information requested by Agent in connection with Agent’s reporting obligations under the Code. Except as otherwise agreed by Agent in writing, Agent has no tax reporting or withholding obligation except with respect to Form 1099-B reporting on payments of gross proceeds under Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income, if any. 26. Anti-Boycott Verification. The Agent hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is construed to be a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, but only to the extent such section is applicable, and to the extent such Section does not contravene DM-#8028084 -9- applicable Federal law. As used in the foregoing verification, ‘boycott Israel’ means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Agent understands ‘affiliate’ to mean an entity that controls, is controlled by, or is under common control with the Agent and exists to make a profit. 27. Iran, Sudan and Foreign Terrorist Organizations The Agent represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Agent and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Agent understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Agent and exists to make a profit. 28. Ethics Disclosure. Agent represents that it has completed a Texas Ethics Commission (“TEC”) form 1295 (“Form 1295”) generated by the TEC’s electronic filing application in accordance with the provisions of Texas Government Code 2252.908 and the rules promulgated by the TEC. The Parties agree that, with the exception of the information identifying the Town and the contract identification number, the Town is not responsible for the information contained in the Form 1295. The information contained in the Form 1295 has been provided solely by the Agent and the Town has not verified such information. 29. Electronic Transmission; Electronic Signatures. Agent shall not have any duty to confirm that the person sending any written notice or instruction (a “Notice”) by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so, as long as such signature on the electronic written communication is one on file with the Agent as authorized by the Depositor. Electronic signatures believed by Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to Agent) shall be deemed original signatures for all purposes. Each other party assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to Agent, including without limitation the risk of DM-#8028084 -10- Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to Agent in lieu of, or in addition to, any such electronic Notice. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. DEPOSITOR By: ______________________________ Title: ______________________________ U.S. BANK NATIONAL ASSOCIATION By: ______________________________ Title: ______________________________ A-1 DM-#8028084 SCHEDULE A 1. Initial Deposit and identification of Deposit Account. Initial Deposit: $ U.S. Bank National Association [ABA# ATTN: Re: [Account Name, #]] 2. Agent Fees. Acceptance Fee: $ Annual Fee: $ Out-of-Pocket Expenses at cost Other Fees/Attorney, etc.: at cost The Acceptance Fee and the Annual Fee are payable upon execution of the agreement. In the event the account is not funded, the Acceptance Fee and all related expenses, remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. The fees quoted in this schedule apply to services ordinarily rendered in the administration of an account and are subject to reasonable adjustment based on final review of documents, or when Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, , will be billed as extraordinary expenses. Any adjustments to this fee schedule must be submitted to the Town and approved by the Town before such fees are effective. Unless otherwise indicated, the above fees relate to the establishment of one account. Additional sub-accounts governed by the same Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transactions. 3. Taxpayer Identification Numbers. Depositor: DM-#8028084 5. Notice Addresses. Principal Place of Business, if different If to Depositor, at: ATTN: Facsimile: Telephone: E-mail: If to Agent, at: U.S. Bank National Association, as Agent ATTN: Facsimile: Telephone: E-mail: DM-#8028084 SCHEDULE B Each of the following person(s) is a Depositor representative and each is authorized to execute documents and direct Agent as to all matters, including fund transfers, address changes and contact information changes, on Depositor’s behalf: _______________________ ____________ Name Specimen signature Telephone No. _______________________ ____________ Name Specimen signature Telephone No _______________________ _______________________ ____________ Name Specimen signature Telephone No (Note: if only one person is identified above, please complete the following) The following person not listed above is authorized for call-back confirmations: [______________] _______________________ Name Telephone Number DM-#8028084 SCHEDULE C Based upon client’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, U.S. Bank National Association (“USBNA”) or U.S. Bank Trust National Association (“USBTNA”) is hereby directed to invest and reinvest proceeds and other available moneys in the following fund as permitted by the operative documents: First American Government Obligations Fund Class Y Shares PLEASE REFER TO THE PROSPECTUS OF FIRST AMERICAN FUNDS, INC. WHICH YOU HEREBY ACKNOWLEDGE HAS PREVIOUSLY BEEN PROVIDED. NOTE THAT THE ABOVE FUNDS’ INVESTMENT ADVISOR, CUSTODIAN, DISTRIBUTOR AND OTHER SERVICE PROVIDERS AS DISCLOSED IN THE FUNDS PROSPECTUS ARE U.S. BANK NATIONAL ASSOCIATION AND AFFILIATES THEREOF. U.S. BANK DOES NOT HAVE A DUTY NOR WILL IT UNDERTAKE ANY DUTY TO PROVIDE INVESTMENT ADVICE TO YOU. U.S. BANK, WHEN ACTING AS AN INDENTURE TRUSTEE OR IN A SIMILAR CAPACITY, IS NOT REQUIRED TO REGISTER AS A MUNICIPAL ADVISOR WITH THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF COMPLYING WITH THE DODD-FRANK WALL STREET REFORM & CONSUMER PROTECTION ACT. INVESTMENT ADVICE, IF NEEDED, SHOULD BE OBTAINED FROM YOUR FINANCIAL ADVISOR. FOR INFORMATION ABOUT OTHER AVAILABLE SWEEP OPTIONS, CONTACT YOUR ACCOUNT MANAGER. U.S. Bank National Association (or U.S. Bank Trust National Association) will not vote proxies for the First American Funds. Proxies will be mailed to you for voting. SHAREHOLDER COMMUNICATIONS ACT AUTHORIZATION The Shareholder Communications Act of 1985 and its regulation require that banks and trust companies make an effort to facilitate communication between registrants of U.S. securities and the parties who have the authority to vote or direct the voting of those securities regarding proxy dissemination and other corporate communications. Unless you indicate your objection below, we will provide the obligatory information to the registrant upon request. Your objection will apply to all securities held for you in the account now and in the future unless you notify us in writing. ______ I object to US Bank providing my name, address, and securities positions to requesting issuers. (Initial, check, or place an X on the [blank] to indicate your objection) Acknowledgments. Client Acknowledges that: 1.1. Shares of Mutual Funds are not deposits or obligations of, or guaranteed by, any bank, including any bank affiliated with U.S. Bancorp. Nor does the Federal Deposit Insurance Corporations, the Federal Reserve Board, or any other government agency insure such products. An investment in such products involves investment risks, including the possible loss of principal, due to fluctuations in each product’s net asset value. 1.2. Same-day Settlement. If USBNA (or USBTNA) receives a direction to purchase or redeem Sweep Vehicle shares by the fund’s established U.S. Bank cut-off time (the “Internal Trading Cut-off”), then such entity will settle the purchase or redemption on the same business day, subject to the Sweep Vehicle’s cut-off and policy for determining when a purchase or redemption order is considered to be received. Meeting the Internal Trading Cut- off does not guarantee same-business-day settlement. 1.3. Advance of Funds. If USBNA (or USBTNA) receives a direction to redeem Sweep Vehicle shares (the “Redemption Direction”) and to disburse or invest the proceeds thereof before the redeemed shares settle (the “Proceeds Direction”), then they have the power to (i) determine the dollar amount of anticipated proceeds based on the net asset value (“NAV”) most recently determined (ii) advance funds in that dollar amount in furtherance of settling the redemption and, as applicable, the purchase; (iii) determine the number of shares redeemed based on the NAV at settlement; and (iv) as part of USBNA’s (or USBTNA’s) compensation for servicing the Account, retain the DM-#8028084 yield paid on Sweep Vehicle shares that were treated as redeemed. USBNA (or USBTNA) reserves the right not to advance funds, including where the Sweep Vehicle has a floating NAV and the dollar amount of the Proceeds Direction is at least 99% of the dollar value of all Sweep Vehicle shares in the Account based on the NAV most recently determined. 1.4. Fund-level Fees. USBNA (or USBTNA), U.S. Bancorp Asset Management, Inc. (“USBAM”), U.S. Bancorp Fund Services, LLC, (“USBFS”) and Quasar Distributors, LLC (“Quasar”) are affiliates of U.S. Bancorp (collectively with U.S. Bancorp, “U.S. Bank”). USBAM is the investment advisor to the Mutual Funds in the First American Funds, Inc. family (the “First American Funds”). U.S. Bank may enter into agreements with First American Funds, other Mutual Funds, or any Mutual Funds’ service providers (including investment advisers, administrators, transfer agents, or distributors) whereby U.S. Bank provides services to Mutual Funds, including, as applicable, services provided by USBAM (investment advisory, shareholder services), by USBNA (or USBTNA) (custody, securities-lending, shareholder services, National Securities Clearing Corporation (NSCC) networking), by USBFS (accounting, administration, transfer agency, sub-transfer agency), and by Quasar (distribution, principal underwriting) and receives fees for these services. The fees received by Quasar may include distribution and service fees paid under a plan of distribution adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940. The fees may be received from the Mutual Fund or its investment advisor, administrator, transfer agent, distributor, or other agent; are based on investment in a Mutual Fund, may vary by Mutual Fund and by class of shares issued by the Mutual Fund, are charged against the Mutual Fund’s assets, and reduce the Mutual Fund’s average daily balance and investment yields. From time to time, a Mutual Fund’s service provider may voluntarily waive a portion of the fees it is entitled to receive for serving the Mutual Fund. If a waiver is in effect, then the Client’s approval of the fees described herein includes approval up to the Sweep Vehicle’s total annual operating expenses before waivers; if the service provider terminates the waiver as provided in the Sweep Vehicle’s prospectus, the approval persists. 1.5. Directed Account. USBNA (or USBTNA) (i) has no discretion to invest Account assets (such as discretion to select the Sweep Vehicle; determine whether, or what amount of, Account assets will be used to purchase a position in the Sweep Vehicle; or redeem Sweep Vehicle shares) and (ii) does not render investment advice with respect to Account assets. Nor will USBNA’s (or USBTNA’s) power to advance funds in furtherance of settlement, whether exercised or not, be deemed to be such discretion or advice. 1.6. Revocation. The Client acknowledges that as part of its account administration fee package, it has directed investment in a money market fund that has several share classes. If client chooses to direct investment in a different class of the fund (or any other sweep investment), client agrees to renegotiate its account administration fee package in good faith. 2. Representations and Warranties. Represents and warrants that (i) the Client is independent of U.S. Bank; has discretionary authority to select the investments and approve the fees described herein for the Account; received, read, and understood the Sweep Vehicle’s prospectus and fund fact-sheet, including the sections thereof describing fees, gates, expenses, cut-offs, and compensation, before Account assets were first invested in the Sweep Vehicle; and understands and approves the services and fees described herein; (ii) if the Account assets are subject to the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), then the Client is a trustee under ERISA §403(a) with respect to the assets, a “named fiduciary” with respect to the plan within the meaning of ERISA §402(a), or an “investment manager” within the meaning of ERISA §3(38) with respect to the assets that has been delegated the authority to manage, acquire, and dispose of such assets pursuant to ERISA §402(c)(3); and (iii) the foregoing designation, direction, acknowledgments, representations and warranties are made according to the Account’s governing service agreement and are not contrary to applicable law. Company Name Signature of Authorized Directing Party Trust Account Number – includes existing and future sub-accounts unless otherwise designated. Title Date DM-#8028084 Page 1 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, April 26, 2021 TOPIC: Presentation, discussion, and consideration of Resolution 21-14 accepting the annual Comprehesive Annual Fianncial Report presented by Weaver and Tidwell, LLP for the fiscal year ended September 30, 2020. STAFF: Ginger Awtry, Finance Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Fiscal Responsibility Municipal & Academic Operations Exemplary Service & Governance - We set the standard by delivering unparalleled municipal and educational services at the lowest cost. Increase Transparency, Accessibility & Communications SUMMARY The Town’s Fiscal and Budgetary Policies along with State law require that the Town be audited annually by outside independent accountants. The result of this independent audit is the receipt of an unmodified opinion or “clean” opinion again this year. This means the auditors have found that these financial statements present fairly, in all material respects, the financial position of the Town of Westlake at September 30, 2020. As in previous years, we have included the Texas Student Housing (TSH) audited information in our report. Because the Town Council may appoint and/or remove a director of the Texas Student Housing Board, it was determined that TSH should be considered a component unit of the Town. As in previous years, their audits have been prepared assuming they will continue as “going concerns.” The opinion states, “The discretely presented component units are in default on their bonds due to failure to meet certain bond covenants. This gives bond holders the right to accelerate and demand payment on the bonds in full. This condition raises substantial doubt about the discretely presented component units’ ability to continue as going concerns.” The footnotes clearly indicate that the debt of TSH is not a liability of the Town. The inclusion of this information in the Town’s audit will not affect any future bond ratings nor have a negative impact on the Town’s overall debt ratio for the purpose of securing additional financing in the future. Page 2 of 2 Along with the annual budget, the Comprehensive Annual Financial Report is one of the most important financial activities of the Town. This report represents and reflects upon the Town’s financial operations and condition to the Town’s residents, elected officials, management personnel, financial institutions, rating agencies, and all other parties interested in the financial affairs of the Town. Additionally, the Town first began participating in the Government Finance Officer Association’s (GFOA) Certificate of Achievement for Excellence in Financial Reporting program in fiscal year 2007. This program’s award is highly regarded as the “Good Housekeeping Seal of Approval” for governmental financial reporting. Therefore, we are pleased to announce that the Town has recently received this award for our 11th submission (FY 2019). The Certificate of Achievement award is presented based on the required contents of the comprehensive annual report document and ensures that certain required financial disclosures are presented in the document. We believe the September 30, 2020 comprehensive annual financial report presented this evening follows these disclosure requirements, and we look forward to the Town being awarded its 12th consecutive certificate this time next year. COUNCIL ACTION/OPTIONS Approve the resolution accepting the annual comprehensive financial report after presentation and necessary discussion. STAFF RECOMMENDATION Approve the resolution accepting the annual comprehensive financial report for the fixcal year ended September 30, 2020. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $41,000 Funding Source: Multiple Sources - see comments below; Contract: Yes Forms: Forms 1295 & 2270 The annual report is funded through the General Fund, Utility Fund and the Visitors Association Fund ATTACHMENTS Resolution with attached Comprehensive Annual Financial Report for the fiscal year ended September 30, 2020. Resolution 21-14 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-14 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ACCEPTING THE COMPREHENSIVE ANNUAL FINANCIAL REPORT PRESENTED BY WEAVER AND TIDWELL, L.L.P., FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2020. WHEREAS, Section 103.001 of the Local Government Code requires that a municipality shall have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit; and WHEREAS, Section 103.002 of the Local Government Code requires that a municipality shall employ at its own expense a certified public accountant who is licensed in this state or a public accountant who holds a permit to practice from the Texas State Board of Public Accountancy to conduct the audit and to prepare the annual financial statements; 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: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town Council does hereby accept the Comprehensive Annual Financial Report from Weaver and Tidwell, L.L.P., for the fiscal year ended September 30, 2020, attached as Exhibit “A”. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. Resolution 21-14 Page 2 of 2 PASSED AND APPROVED ON THIS 26th DAY OF APRIL 2021. __________________________________ ATTEST: Laura Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Resolution 21-14 - Exhibit "A" Town of Westlake, Texas Comprehensive Annual Financial Report Fiscal Year Ended September 30, 2020 Prepared by: Town of Westlake Finance Department 1500 Solana Blvd, Suite 7200 Westlake, Texas 76262 Town of Westlake Consolidated Annual Financial Report For the Fiscal Year Ended September 30, 2020 Table of Contents i PageExhibit Introductory Section Letter of Transmittal iii GFOA Certificate of Achievement xi Or ganization Chart xii Town Officials xiv Financial Section Independent Auditor’s Report 3 Management's Discussion and Analysis 9 Basic Financial Statements Government-Wide Financial Statements Statement of Net Position 23 A-1 Statement of Activities 24 A-2 Fund Financial Statements Governmental Funds Financial Statements Balance Sheet 26 A-3 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position 28 A-4 Statement of Revenues, Expenditures, and Changes in Fund Balances 30 A-5 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 32 A-6 Proprietary Funds Financial Statements Statement of Net Position 33 A-7 Statement of Revenues, Expenses, and Changes in Net Position 34 A-8 Statement of Cash Flows 35 A-9 Fiduciary Funds Financial Statements Statement of Fiduciary Net Position 36 A-10 Discretely Presented Component Units Financial Statements Combining Statement of Net Position 37 A-11 Combining Statement of Activities 38 A-12 Notes to the Basic Financial Statements 41 Required Supplementary Information Schedule of Revenues, Expenditures, and Changes in Fund Balance - Budget and Actual - General Fund 91 B-1 Schedule of Revenues, Expentitures and Changes in Fund Balance - Budget and Actual - Westlake Academy 92 B-2 Notes to Budgetary Comparison Schedules 93 Schedule of Net Pension Liability and Related Ratios - TMRS Pension Plan 94 B-3 Schedule of Pension Contributions - TMRS Pension Plan 95 B-4 Schedule of Academy's Proportionate Share of Net Pension Liability - TRS Pension Plan 96 B-5 Schedule of Pension Contributions - TRS Pension Plan 97 B-6 Schedule of Changes in the Total OPEB Liability and Related Ratios - TMRS OPEB Plan 98 B-7 Schedule of OPEB Contributions - TMRS OPEB Plan 99 B-8 Schedule of Academy's Proportionate Share of Net OPEB Liability - TRS Care Plan 100 B-9 Schedule of OPEB Contributions - TRS Care Plan 101 B-10 Town of Westlake Consolidated Annual Financial Report For the Fiscal Year Ended September 30, 2020 Table of Contents – Continued ii PageExhibit Combining and Individual Fund Statements and Schedules Maj or Governmental Funds Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual - Debt Service Fund 104 C-1 Nonmaj or Governmental Funds Combining Balance Sheet 106 C-2 Combining Statement of Revenues, Expenditures, and Changes in Fund Balance 107 C-3 Nonmaj or Special Revenue Funds Budgetary Comparison Schedules Visitors Association Fund 108 C-4 Lone Star Public Facilities Corporation Fund 109 C-5 Economic Development Fund 110 C-6 4B Economic Development Corporation Fund 111 C-7 Agency Funds Statement of Changes in Assets and Liabilities - PID Agency Fund 113 C-8 Statistical Section Net Position By Component 117 S-1 Changes in Net Position 118 S-2 Fund Balances, Governmental Funds 120 S-3 Changes in Fund Balances, Governmental Funds 121 S-4 Assessed Value and Estimated Actual Value of Taxable Propert y 123 S-5 Principal Property Tax Payers 124 S-6 Property Tax Levies and Collections 125 S-7 Direct and Overlapping Property Tax Rates 126 S-8 Taxable Sales by Industry Type 127 S-9 Ratios of General Bonded Debt Outstanding 128 S-10 Ratios of Outstanding Debt by Type 129 S-11 Direct and Overlapping Governmental Activities Debt 130 S-12 Demographic and Economic Statistics 131 S-13 Principal Employers 132 S-14 Full-Time Equivalent Town Government Employees by Function/Program 133 S-15 Operating Indicators by Function/Program 134 S-16 Capital Asset Statistics by Function/Program 135 S-17 1500 Solana Blvd, Building 7. Suite 7200  Westlake, Texas 76262 Metro: 817-430-0941  Fax: 817-430-1812  www.westlake-tx.org iii April 20, 2021 Honorable Mayor, Council Members and the Citizens of the Town of Westlake, The Town of Westlake (the "Town") Fiscal and Budgetary Policies require that the Town's Finance Department prepare a complete set of financial statements presented in conformity with generally accepted accounting principles (GAAP) and audited in accordance with generally accepted auditing standards by a firm of licensed certified public accountants. Accordingly, the Comprehensive Annual Financial Report for the Town of Westlake, Texas for the fiscal year ended September 30, 2020, is hereby issued. This report consists of management's representations concerning the finances of the Town. Consequently, management assumes full responsibility for the completeness and reliability of all the information presented in this report. To provide a reasonable basis for making representations, the Town established a comprehensive internal control framework that was designed both to protect the Town's assets from loss, theft or misuse and to compile sufficient reliable information for the preparation of the Town's financial statements in conformity with GAAP. Because the cost of internal controls should not outweigh their benefits, the Town's comprehensive framework of internal controls has been designed to provide reasonable, rather than an absolute, assurance that the financial statements will be free from material misstatements. As management, we assert that this financial report is complete and reliable in all material respects to the best of our knowledge and belief. The Town's financial statements have been audited by Weaver and Tidwell, L.L.P. The goal of the independent audit was to provide reasonable assurance that the financial statements of the Town for the fiscal year ended September 30, 2020, were free of material misstatements. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. The independent auditor concluded, based upon the audit, that there was a reasonable basis for rendering an unmodified opinion that the Town's financial statements for the fiscal year ended September 30, 2020, were fairly presented in conformity with GAAP. The independent auditors' report is presented as the first component of the financial section of this report. The Town of Westlake's MD&A can be found immediately following the independent auditor's report. The Statistical Section includes financial and demographic information relevant to readers of the Town's financial statements and is generally presented on a multi-year basis. iv Profile of the Town Westlake is certainly distinctive by design. As a result of this intentional design, our community is an oasis of natural beauty that maintains open spaces in balance with distinctive development, trails, and quality of life amenities amidst an ever-expanding urban landscape. Nestled in the Dallas-Fort Worth (DFW) Metroplex, Westlake is designated as both a Platinum Level Scenic City and a Tree City USA. Extraordinary residential developments and architecturally vibrant corporate campuses find harmony among our meandering roads and trails, lined with native oaks and stone walls. Westlake is a leader in education, known for our innovative partnerships between the Town-operated Charter school and our corporate neighbors. We strive to maintain strong aesthetic standards and preserve the natural beauty in our community where hospitality finds its home. Westlake is family-friendly, welcoming, fully involved and invested in our rich heritage, with a vibrant present and sustainable future. Ideally located minutes from downtown Fort Worth, its Alliance Airport and the Dallas/Fort Worth International Airport, the Town of Westlake is home to several prestigious residential communities, Fortune 500 companies, and corporate headquarters, all of which possess a unique character and charm. There is a common ideal shared by our corporate and individual residents of support for the existing character and charm of the Westlake community as well as a commitment to excellence in new development. The Town geographically lies in both northeast Tarrant County and southern Denton County and may be conveniently accessed by several major thoroughfares, including SH 114, SH 170 and US 377. Westlake occupies approximately seven (7) square miles and serves a population of approximately 1,664. In 2020, the average size of new home construction was 11,469 square feet, with an average estimated construction cost of $2.85 million. Westlake, incorporated in 1956, is considered a Type A general-law municipality. The Town operates under the Council-Manager form of government. The Council is comprised of a mayor and five (5) council members and is responsible for, among other things, passing ordinances, adopting the budget, appointing committees, and hiring the Town Manager. The Town Manager is responsible for carrying out the policies and ordinances of the Council, for overseeing the day-to-day operations of the Town and appointing and supervising heads of various departments. The Mayor and Town Council members serve two (2) year terms. All elected officials are elected at-large for a two-year staggered term each May. The financial reporting entity (the government) includes all funds of the primary government (i.e. the Town of Westlake), as well as all its component units. Component units are legally separate entities for which the primary government is financially accountable. The following entities are considered blended component units: Lone Star Public Facilities Corporation is a Texas nonprofit corporation that acts on behalf of the Town to further the public purposes under the Public Facilities Corporation Act, as it's duly constituted authority and instrumentality. The board of directors, appointed by the Town's governing body, is comprised of seven members, of whom five must be members of the Town's governing body. v 4B Economic Development Corporation is a Texas nonprofit industrial corporation under the Development Corporation Act of 1979 formed to promote economic development within the Town and the State of Texas to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the Town by developing, implementing, financing, and providing one or more projects defined and permitted under Section 4B of the Act. The board of directors is composed of seven (7) persons appointed by the members of the Town Council. Four of the members of the board of directors are members of the Town Council. Westlake Academy (Academy) is an open-enrollment charter school, as provided by Subchapter D, Chapter 12, of the Texas Education Code. The Town of Westlake ("Charter Holder") applied for and became the first municipality in Texas to ever receive this special charter designation. The Academy had 890 students in FY 19-20 and serves Kindergarten thru 12th grade. The Academy graduated their first class in FY 09-10. The Board consists of six (6) trustees, appointed by the Town's governing body. Currently, all members of the Academy Board are members of the Town's governing body. The Academy's year-end is August 31. Discretely presented component units are legally separate entities and not part of the primary government's operations. These component units are as follows: Texas Student Housing Corporation-Denton Project, Texas Student Housing Corporation-College Station Project, and Texas Student Housing Authority. Services Provided Westlake's value proposition is found in the excellent municipal and academic services that are provided to our residents – all at an exceptional price! Our community has high expectations for service delivery – both in accessibility, responsiveness, financial stewardship, amenities, distinctive developments, open spaces and education. Major services provided under the general government and enterprise functions are: Fire and emergency medical services, police, water and sewer utility services, park and recreational facilities, street improvements, education and administrative services. The Town utilizes a combination of direct service delivery along with out-sourced services in its service delivery mix. The decision as to which service to deliver directly versus out-sourcing is based on analysis of cost-effectiveness, citizen responsiveness, and customer service quality. Economic Conditions and Outlook Coronavirus (COVID-19) The coronavirus pandemic has cast a large shadow over the Town of Westlake's economic outlook and our country’s as a whole. The United States' economic downturn was unprecedented as local, state and federal leaders worked through the impacts caused by the necessary actions designed to suppress COVID- 19 transmission. The Town moved to increase their established conservative approach during this time and proceeded with cost-saving adjustments that included:  Deeper examination of budget expenditures;  No new staff requests;  Deferred transfers to conduit funds; and  Delayed capital improvement projects. vi Local Challenges Involving Residential Growth The information presented in the financial statements is perhaps best understood when it is considered from the broader perspective of the environment within which the Town operates. The Town staff is aware that the Town of Westlake does not create wealth but instead is entrusted with public dollars collected on behalf of our citizens. We are stewards who are fully vested in the success of the Town of Westlake and Westlake Academy. We exist as a municipal corporation for one reason and one reason only: to prioritize and deliver the best services possible with the resources provided to achieve an exceptional quality of life. This is a challenge the Staff takes very seriously, one that we pursue with vigor every day. Over the previous fiscal year, the Town's work on important initiatives and projects allows us to balance our "distinctive development, trails, and quality of life amenities amidst an ever- expanding urban landscape." The current and potential development within our community continues to be both an exciting and challenging time in Westlake! Adhering to the Town's Vision remains the key to Westlake's success in managing the significant growth. While growth has continued, albeit slower in FY 2020 and 2021-, it also presents very clear challenges for our community if we wish to maintain the elements of Westlake that make it so distinctive. These community attributes include our beautiful neighborhoods with high quality residences, strong aesthetic standards, an exemplary Town owned IB World K-12 charter school, open space preservation, future public art projects, streetscaping, emphasis on proactive planning, and maintaining our view corridors. The impending change that surrounds Westlake involves not only our current internal development but also the growth opportunities planned for the State Highway corridors (SH 114 and SH 170) in northeast Tarrant County and into southern Denton County. Our neighboring communities have also experienced significant growth and are nearing a fully developed condition that will only add pressure from developers as they look to a relatively undeveloped Westlake. The impact of anticipated growth along the SH 114 corridor is best described by Mr. Robin McCaffrey (AIA and APA) of MESA Planning, the firm that was engaged to update the Town's 2015 Comprehensive Plan, Forging Westlake. According to Mr. McCaffrey: Westlake, with the arrival of the Charles Schwab Corporation project, is crossing through a portal into the future suggested by the Town's 2015 Comprehensive Plan. In conjunction with Fidelity and other financial services in and around Westlake, Westlake hosts nearly 4 million square feet of an industry type (i.e. financial services), constituting a significant Industry Cluster. At this scale, the aggregation of a single industrial code activity is important enough to attract vertical and horizontal expansion, which further substantiates Westlake's importance as a financial services center in the Dallas/ Fort Worth Metroplex. Bringing the above described importance to the Town's other advantages of proximity, makes Westlake a singularly important center for growth and development going forward.  Westlake's Permanent Population Growth: This is the portion of our population considered to be our permanent residents. From the 1990 population of 185 to the 2020 population of 1,664, our Town saw an increase of 54 additional residents in the past year. We will monitor and plan for the anticipated increase in these numbers considering our Comprehensive Plan's forecast of approximately 7.21% annual population growth between now and 2040. This would bring us to around 7,000 residents.  Traffic Demands Due to Growth in Westlake and Surrounding Areas: The four (4) municipalities surrounding Westlake (Keller, Southlake, Trophy Club, and Roanoke) are projected to have a combined population of 215,000 people by 2040. The growth in these communities will generate additional traffic that commutes through our Town. With our projected level of residents (7,000) and vii the existing zoning entitlements (if executed), we would expect an estimated 300,000 vehicle trips per day. Local impacts associated with this level of growth affect our street infrastructure, water and sewer system capital investment requirements, as well as demand for daily municipal services. Policies established in our Comprehensive Plan will be essential for addressing this issue via the Town's thoroughfare plan as it pertains to development in the community.  Housing Start Increases and Maintaining Westlake's High-Quality Residential Housing: We continue to see strong single-family residential construction demand. This has been demonstrated in Granada, Quail Hollow, Vaquero, and The Knolls of Solana. The Entrada mixed-use development continues to progress slowly with residential and commercial projects under construction. Entrada's infrastructure is financed with a Town approved Public Improvement District (PID), the bonds for which are paid back by assessments on development within Entrada. When the infrastructure is complete, it will add (over time) a wide variety of 322 residential units to Westlake - including single-family homes, villas, condominiums, and townhomes. Our residential construction activity shows a steady increase in building permits for housing, even through the effects of Covid-19. Housing starts in Westlake, due to our homes' high value, add taxable value to our taxing base; however, this also impacts the demand for municipal services, especially the Town's charter school, Westlake Academy. As the area economy continues to push through the economic downturn of a pandemic, and Westlake and our surrounding communities continue to experience commercial development, this will further attract individuals who work for and own these businesses. In turn, these individuals will need housing. As our housing stock expands in response to these forces, we will need to manage our distinctive developments to ensure we maintain our community as an 'oasis of natural beauty' and achieve high- end housing options as identified in the Housing element of our Comprehensive Plan. Local Challenges Involving Commercial Growth  Commercial Development, Economic Development, and Daytime Population Growth: Because Westlake is the home to major corporate office campuses, its Monday-Friday daytime population is growing and is conservatively estimated to be approximately 14,000 individuals, pre-COVID. These office complexes are comprised of notable corporate clients that include Deloitte LLP, Fidelity Investments and Charles Schwab.  Commercial Development in Entrada: The mixed-use development of Entrada, located at FM1938/Davis Boulevard and SH114, will also create growth in our commercial tax base. During the past budget year additional commercial buildings have been approved by the Town for the development. Starbucks and several medical services offices opened for business, joining CVS Pharmacy and Primrose Private Preschool, and soon the water front restaurants and chapel on the northeast side of the development will be as well. Other approved commercial uses include various retail, restaurants, wedding chapel, reception hall, and hotels.  Economic Development: The Town has pursued the ideas advanced in the Economic Development element of the Comprehensive Plan. That is, where appropriate, to pursue businesses that ultimately expand the Town's tax base with high quality office buildings, and at the same time, compliments our financial services industry hub which has already been created through our corporate residents of Fidelity, Deloitte, and Charles Schwab. Further, we pursue the types of businesses interested in high quality office campus development and creating well-paying employees' positions. The completion of viii Charles Schwab and its merger with TD Ameritrade's complex in Southlake firmly establishes us as a leading financial services corridor within the DFW Metroplex. Additionally, the Town has recently entered into an economic development agreement with Deloitte, LLP for expansion of their international learning and innovation center, no later than early 2022.  Balanced Growth to Impact Cost of Municipal Services: Likewise, the ability to fund municipal services utilizing a cost-effective revenue format requires balanced growth that provides for commercial development and a diversified tax base, while maintaining the community's open space and pastoral atmosphere. At the same time, we must continue to ensure the policy direction of the Town is focused on growth paying for the infrastructure for which it creates the demand. Staff will continue to monitor our corporate stakeholders and attempt to identify avenues to strengthen these relationships and assist in attracting new corporations to Westlake. The expansion of commercial development will continue to grow Westlake's daytime population. Local Challenges – Other There are other local challenges involving both financial and physical site planning, strategic forecasting, residential feedback through our survey instruments and the Town's public charter school, Westlake Academy. As we look to regional or state issues and opportunities, we will monitor these issues among others:  Impact of the Legislative Session – The 87th Texas legislative session began on January 12, 2021. We understand there may be a few bills that could impact the Town. While it is still early, we will continue to follow this legislative session as the impact of any applicable bills passed could necessitate changes in our internal operations as well as our revenue forecasts in future years.  Water Usage and Demand – The Town's future water needs have been secured through the addition of a million gallon water tank in 2013, more recently through the completion of the new 30-inch regional water line through a partnership with the City of Fort Worth and the Town of Westlake, and lastly, we are entering the bidding process for the addition of a fifth water pump at our Westlake Pump Station to be completed by the end of 2021. These improvements are estimated to meet the needs projected development at final build-out of the Town, along with our neighboring communities in northeast Tarrant County.  Westlake's Residential Growth Impact on the Academy: Planning for Academy growth in the face of residential development continues to be a challenge. Wherever possible, the Town has entered economic development agreements with residential developers to provide funding for Westlake Academy facilities to lessen the impact of their residential development on the school's enrollment. Town staff continues work on the updating of the Westlake Academy Facility Master Plan to determine the best balance of student population and facility needs.  Pursuit of Infrastructure and Services Reinvestment While Combating Certain Cost Increases: We must also reinvest in maintaining our infrastructure. However, with growth comes the need to allocate capital spending in new public buildings and our infrastructure, including water and sewer utilities and our roadways. As our community, and those surrounding us, continue to grow, Staff will maintain partnerships and/or opportunities that will help foster mobility within the community without compromising the design standards and expectations of our residents. East/West traffic continues to be an area of concern along ix with the ability of our surrounding highway capacity for transient vehicles. Town staff continues to work with TxDOT regarding the construction of service roads between FM 1938 and Dove Road in Southlake and for the construction of SH 170 main lanes from SH 114 west to I-35. Users of this document, as well as others interested in the programs and services offered by the Town of Westlake, are encouraged to read the Town's Fiscal Year 2020-2021 Budget. The budget details the Town's long-term goals and financial policies and describes program accomplishments and initiatives. Other Information The Government Finance Officers Association of the United States of America and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the Town of Westlake for its comprehensive annual financial report for the fiscal year ended September 30, 2019. To be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized comprehensive annual financial report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe that our current comprehensive annual financial report continues to meet the Certificate of Achievement Program's requirements and we are submitting it to GFOA to determine its eligibility for another certificate. In addition, we also received our twelfth GFOA Distinguished Budget Presentation Award for the fiscal year beginning October 1, 2019 for our municipal budget. To qualify for the Distinguished Budget Presentation Award, the Town budget document had to be judged proficient as a policy document, a financial plan, an operations guide, and a communications device. Westlake Academy has also received recognition from the Association of School Business Officials International as a recipient of the International Award for Budget Excellence for the past nine years. Acknowledgements The preparation of this report could not be accomplished without the efficient and dedicated services of the entire Finance Department staff. Appreciation is expressed to all Town employees, especially those employees who were instrumental in the successful completion of this report. Town Staff would sincerely like to thank the Mayor and Council for their conservative leadership and steadfast support through their governance of the Town’s financial operations in a responsible and progressive manner. Respectfully Submitted, Amanda DeGan Ginger R. Awtry Town Manager/Superintendent Finance Director x xi xii xiii xiv 1 Financial Section 2 Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 | Dallas, Texas 75201 Main: 972.490.1970 CPAs AND ADVISORS | WEAVER.COM Independent Auditor’s Report To the Honorable Mayor and Members of Town Council Town of Westlake, Texas Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the Town of Westlake (the Town) as of and for the year ended September 30, 2020, and the related notes to the financial statements, which collectively comprise the Town’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the Town, as of September 30, 2020, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. The Honorable Mayor and Members of Town Council Town of Westlake, Texas 4 Emphasis of Matters Regarding Going Concern The accompanying financial statements have been prepared assuming the discretely presented component units will continue as going concerns. As discussed in Note 17 to the financial statements, the discretely presented component units are in default on their bonds due to failure to meet certain bond covenants. This gives bond holders the right to accelerate and demand payment on the bonds in full. This condition raises substantial doubt about the discretely presented component units’ ability to continue as going concerns. Management’s plans regarding these matters are also described in Note 17. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis on pages 9 through 19 and budgetary comparison information and pension and OPEB schedules on pages 91 through 101 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Town’s basic financial statements. The introductory section, combining and individual fund financial statements and schedules, and statistical section, are presented for purposes of additional analysis and are not a required part of the financial statements. The combining and individual fund statements and schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual fund statements and schedules are fairly stated in all material respects in relation to the basic financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. The Honorable Mayor and Members of Town Council Town of Westlake, Texas 5 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated April 20, 2021 on our consideration of the Town’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Town’s internal control over financial reporting and compliance. WEAVER AND TIDWELL, L.L.P. Dallas, Texas April 20, 2021 6 7 Management’s Discussion and Analysis 8 9 Management’s Discussion and Analysis Management of the Town of Westlake offers the readers of the Town’s financial statements this narrative overview and analysis of the financial activities and financial position of the Town for the fiscal year ended September 30, 2020. Financial reporting is limited in its ability to provide the “big picture” but rather focuses on financial position and changes in financial position. In other words, are revenues and/or expenditures higher or lower than the previous year? Has the net position (containing both short- term and long-term assets and liabilities) or fund balances (the current “spendable” assets less current liabilities) of the government been maintained? Readers are encouraged to consider the information presented here in conjunction with the additional information furnished in the letter of transmittal and the statistical section, as well as information in the annual operating budget, along with other community information found on the Town’s website at www.westlake-tx.org. It should be noted that the Independent Auditor’s Report describes the auditors’ association with the various sections of this report and that all the additional information from the website and other Town sources are unaudited. FINANCIAL HIGHLIGHTS  The assets and deferred outflows of resources of the Town exceeded its liabilities and deferred inflows of resources at the close of the most recent fiscal year by $61,031,306 (Net position). This number must be viewed within the context that the vast majority of the Town's net position of $51,306,319 (84.1%) is its investment in capital assets and that most capital assets in a government entity do not directly generate revenue nor can they be sold to generate liquid capital. The net position restricted for specific purposes totaled $3,703,143 (6.1%). The remaining amount, $6,021,844 (9.8%), represents unrestricted net position.  As of the close of the current fiscal year, the Town of Westlake's governmental funds reported combined ending fund balances of $23,520,815, which is a decrease of $102,058 in comparison with the prior year. Within this total, $7,255,506 is non-spendable, restricted, committed or assigned by management or council.  At the end of the current fiscal year, fund balance for the general fund was $16,590,510 an increase of $1,352,312 in comparison with the prior year. Of this total fund balance, $16,265,309 is unassigned. This represents 170.3% of the total general fund expenditures and is equivalent to 613 operating days.  The Town's capital assets (net of accumulated depreciation) decreased by $1,317,438. This is due in large part to depreciation expense exceeding current year capital asset additions.  The Town's long-term debt decreased by $1,767,955 in total, primarily due to the scheduled repayment of principal on outstanding bonded debt. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Town's basic financial statements. The Town's basic financial statements are comprised of the following three components: 1) Government-wide financial statements, 2) Fund financial statements, and 3) Notes to the financial statements. This report also contains supplementary information in addition to the basic financial statements themselves. 10 Government-Wide Financial Statements The government-wide financial statements are designed to provide readers with a broad overview of the Town's finances, in a manner similar to a private-sector business. The government-wide financial statements are prepared utilizing the economic resources measurement focus and the accrual basis of accounting. The statement of net position presents information on all the Town's assets and deferred outflows of resources and liabilities and deferred inflows of resources with the difference between the two reported as net position. Over time, increases or decreases in the Town's net position serves as a useful indicator of whether the financial position of the Town is improving or weakening. The statement of activities presents information showing how the government's net position changed during the most recent fiscal year. All the revenues and expenses are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods. Both government-wide financial statements distinguish functions of the Town that are principally supported by sales taxes, property taxes, and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the Town include general government, public safety, culture and recreation, economic development, public works, visitor services and education. The business-type activities of the Town include water/sewer and cemetery. The government-wide financial statements include not only the Town (known as the primary government), but also discretely presented component units including all the Texas Student Housing entities. Financial information for these component units is reported separately from the financial information presented for the primary government itself. In addition, the Town has the following blended component units: Lone Star Public Facilities Corporation, 4B Economic Development Corporation, and Westlake Academy, an open enrollment charter school owned and operated by the Town of Westlake. See pages 41 - 42 of the "Financial Section" for detail on these entities. Fund Financial Statements A fund is a grouping of related accounts used to maintain control over resources that have been segregated for specific activities or objectives. The Town, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Below are the three types of funds. Governmental funds – Governmental funds are used to account for essentially the same functions reported as government activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-term financial requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, the reader may better understand the long-term impact of the government's near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. 11 The Town maintains eleven individual governmental funds. Information is presented separately in the governmental funds balance sheet and in the governmental funds statement of revenues, expenditures, and changes in fund balances for the General, Westlake Academy, Debt Service, Capital Projects, and Westlake Academy Expansion Capital Projects funds, all of which are presented as major funds. Data from the other funds (Visitors Association, Economic Development, Lone Star Public Facilities Corporation, Public Arts, Solana PID Capital Projects and 4B Economic Development Corporation Funds) are combined into a single, aggregate presentation. Individual fund data for each of these non-major governmental funds is provided in the form of combining statements elsewhere in this report. The Town adopts an annual appropriated budget for all funds, except the Capital Projects, Solana PID Capital Project, Public Arts, and Westlake Academy Expansion funds which are project-length based budgets. A budgetary comparison statement has been provided for all appropriate funds to demonstrate compliance with this budget. The basic governmental fund financial statements can be found on pages 26 - 32 of this report. Proprietary funds - There are two types of proprietary funds, Enterprise Funds and Internal Service Funds. An Enterprise Fund is the only proprietary fund currently maintained by the Town. Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements. The Town uses enterprise funds to account for its water and sewer activities and its cemetery activities. All activities associated with providing such services are accounted for in this fund, including administration, operation, maintenance, debt service, capital improvements, billing and collection. The Town's intent is that the costs of providing the services to the general public on a continuing basis is financed through user based charges in a manner similar to a private enterprise. The Town has no Internal Service Funds (fund to report activities that provide supplies and services for the Town's other programs and activities, i.e. self-insurance and fleet management). The basic proprietary fund financial statements can be found on pages 33 - 35 on this report. Fiduciary funds - Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statements because the resources of those funds are not available to support the Town's own programs. The accounting used for fiduciary funds is similar to the accounting used for proprietary funds. The Town of Westlake maintains one fiduciary fund, the PID Agency (Debt Service) Fund. Notes to the financial statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements can be found on pages 41 – 88 of this report. Other information. In addition to the basic financial statements and accompanying notes, this report also presents schedules that further support the information in the financial statements. The schedules are presented immediately following the notes to the financial statements and can be found on pages 91 - 113. 12 Government-Wide Financial Analysis As noted earlier, net position may serve over time as a useful indicator of the government’s financial position. In the case of the Town, assets and deferred outflows exceeded liabilities and deferred inflows by $61,031,306 at the close of the most recent fiscal year. The Town’s combined net position changed from a year ago, increasing $78,126. Our analysis below focuses on the net position (Table 1) and changes in net position (Table 2) of the Town’s governmental and business-type activities. The largest portion of the Town’s net position, $51,306,319 (84.1%), reflects its investment in capital assets (e.g. land, buildings, equipment, improvements, construction in progress, and infrastructure), less any debt used to acquire capital assets still outstanding. The Town uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the Town’s investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources since the capital assets themselves cannot be used to liquidate these liabilities. An additional portion of the Town’s net position, $3,703,143 (6.1%), represents resources that are subject to external restrictions on how they may be used. The remaining balance of $6,021,844 (9.8%) represents unrestricted net position which is available for the Town’s ongoing expenses. Table 1 Condensed Statement of Net Position At September 30, 2020 and 2019 2020 2019 2020 2019 2020 2019 Current and other assets 24,790,376$ 25,588,032$ 7,072,350$ 7,165,216$ 31,862,726$ 32,753,248$ Capital assets 76,747,384 77,683,045 10,260,090 10,641,867 87,007,474 88,324,912 Total Assets 101,537,760 103,271,077 17,332,440 17,807,083 118,870,200 121,078,160 Deferred outflows of resources 2,670,680 2,816,250 78,178 103,307 2,748,858 2,919,557 Noncurrent liabilities 38,422,095 40,286,447 7,833,053 8,115,903 46,255,148 48,402,350 Other liabilities 1,392,491 2,092,732 11,150,698 11,425,166 12,543,189 13,517,898 Total Liabilities 39,814,586 42,379,179 18,983,751 19,541,069 58,798,337 61,920,248 Deferred inflows of resources 1,757,053 1,115,505 32,362 8,784 1,789,415 1,124,289 Net Position (deficit ) Net investments in capital assets 46,633,638 48,030,010 4,672,681 4,909,471 51,306,319 52,939,481 Restricted 3,653,143 3,786,893 50,000 - 3,703,143 3,786,893 Unrestricted 12,350,020 10,775,740 (6,328,176)(6,548,934)6,021,844 4,226,806 Total Net Position (deficit)62,636,801$ 62,592,643$ (1,605,495)$ (1,639,463)$ 61,031,306$ 60,953,180$ Liabilities Governmental Activities Business-type Activities Total Assets 13 Table 2 Changes in Net Position For the Years Ended September 30, 2020 and 2019 2020 2019 2020 2019 2020 2019 Program revenues Char ges for services 2,645,897$ 6,808,893$ 6,478,333$ 5,404,863$ 9,124,230$ 12,213,756$ Operating grant and contributions 9,725,263 9,166,821 - - 9,725,263 9,166,821 Capital grants and contributions 280,000 1,861,623 - 54 280,000 1,861,677 General revenues Taxes Sales taxes 7,378,900 8,032,671 - - 7,378,900 8,032,671 Property taxes 2,411,279 1,956,630 - - 2,411,279 1,956,630 Hotel occupancy taxes 369,145 861,710 - - 369,145 861,710 Mixed beverage taxes 41,949 66,923 - - 41,949 66,923 Franchise taxes 972,520 964,239 - - 972,520 964,239 Interest on investments 260,003 517,128 62,177 110,208 322,180 627,336 Miscellaneous 72,688 142,230 - - 72,688 142,230 Total revenues 24,157,644 30,378,868 6,540,510 5,515,125 30,698,154$ 35,893,993$ General governmental 6,555,048 6,091,403 - - 6,555,048 6,091,403 Public safety 3,991,114 3,489,071 - - 3,991,114 3,489,071 Culture and recreation 282,512 299,815 - - 282,512 299,815 Economic development 150,037 306,982 - - 150,037 306,982 Public works 1,326,090 1,368,049 - - 1,326,090 1,368,049 Visitor services 802,244 927,670 - - 802,244 927,670 Education 9,979,674 9,523,906 - - 9,979,674 9,523,906 Interest on long-term debt 1,103,925 1,131,485 - - 1,103,925 1,131,485 Water and sewer - - 6,407,650 7,544,125 6,407,650 7,544,125 Cemeter y - - 21,734 10,628 21,734 10,628 Total expenses 24,190,644 23,138,381 6,429,384 7,554,753 30,620,028 30,693,134 Increase (decrease) in net position before transfers (33,000) 7,240,487 111,126 (2,039,628) 78,126 5,200,859 Transfers 77,158 207,213 (77,158)(207,213)- - Change in net position 44,158 7,447,700 33,968 (2,246,841) 78,126 5,200,859 Net position (deficit ), be ginning 62,592,643 55,144,943 (1,639,463)607,378 60,953,180 55,752,321 Net position (deficit), ending 62,636,801$ 62,592,643$ (1,605,495)$ (1,639,463)$ 61,031,306$ 60,953,180$ Governmental Activities Business-type Activities Total Revenues Expenses 14 Governmental activities: Governmental activities increased the Town's net position by $44,158 (0.1%). Unrestricted net position, the part of net position that can be used to finance day-to-day operations without constraints established by debt covenants, enabling legislation, other legal requirements, and/or Council or management's decision, increased by $1,574,280 primarily due to an increase in charges for services from building permits and fees and sales taxes. Total revenues for governmental activities decreased by $6,221,224 when compared to the prior year. General revenue had a decrease of $1,035,047, while program revenues had a decrease of $5,186,177. Program revenues  Charges for services decreased $4,162,996 which was primarily due to a decrease in permit and review fees for development.  Capital Grants and Contributions decreased by $1,581,623 with the major portion being attributed to a $1 million donation received in the prior year for Westlake Academy expansion. General revenues  Sales tax decreased by $653,771 as a result of decreased taxable sales due, in part, to the COVID-19 pandemic.  Property taxes increased by $454,649 due to increases in both the tax rate and taxable valuation. Expenses  Total expenses for governmental activities increased by $1,052,263 or approximately 4.5%.  Westlake Academy expenses reflected 43.3% of the increase which increased $455,768. This increase is primarily due to the increase in the Westlake Academy teachers’ pension and OPEB expense.  The remaining increase in expenses was primarily due to increases in public safety expenses of $502,043 due to an increase in fire fighter personnel and general governmental expenses of $463,645 which was primarily due to an increase in the Town’s pension expense. Business-type Activities: The net position of the business-type activities was a deficit balance of $1,605,495 as of September 30 2020, which was an increase of $33,968. The business-type activities increased primarily due to operating revenues increasing by over $1.0 million for service fees and operating expenses decreasing by over $1.1 million, mainly attributed to reduced spending for the Southlake waste water treatment and professional and contract services. Revenues (Charges for Services) for business-type activities for the fiscal year ending September 30, 2020 were $6,478,333; an increase of $1,073,470 or 19.9% due to increased water consumption and service fees. Operating expenses for the business-type activities for the fiscal year ending September 30, 2020 were $6,429,384; a decrease of $1,125,369 or 14.9%. This decrease was primarily attributed to reduced and conservative spending during the pandemic. 15 Financial Analysis of the Town's Funds As noted earlier, the Town uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. Governmental funds. The focus of the Town's governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the Town's financing requirements. In particular, unassigned fund balance may serve as a useful measure of a town's net resources available for spending at the end of the fiscal year. As of the end of the current fiscal year, the Town's governmental funds reported combined ending fund balances of $23,520,815; a decrease of $102,058 in comparison with the prior year. Approximately 69.2% of this total ($16,265,309) constitutes unassigned fund balance, which is available for spending at the government's discretion. The remainder of fund balance is non-spendable, restricted, committed or assigned to indicate that it is not available for new spending because of constraints. The following tables present a summary of general, special revenue, capital project, and debt service fund revenues and expenditures for the fiscal year ended September 30, 2020, and the amount and percentage of increases and decreases in relation to the prior year. Table 3 Summary of Governmental Funds Revenues Increase Percent 2019-20 Percent (Decrease) Increase Amount of Total From 2018-19 (Decrease) Taxes Sales taxes 7,378,900$ 30.5% (653,771)$ -8.1% Property taxes 2,411,864 10.0% 455,623 23.3% Mixed beverage taxes 41,949 0.2% (24,974) -37.3% Hotel occupancy taxes 369,145 1.5% (492,565) -57.2% Franchise taxes 972,520 4.0% 8,281 0.9% Subtotal - Taxes 11,174,378 46.2% (707,406) -6.0% State program 8,011,061 33.1% 595,842 8.0% Federal program 137,910 0.6% 27,662 25.1% Interest income 260,003 1.1% (257,125) -49.7% Building permits and fees 1,996,834 8.3% (3,876,695) -66.0% Fines and penalties 492,435 2.0% (124,016) -20.1% Intergovernmental 24,750 0.1% 24,750 0.0% Contributions 292,860 1.2% (960,340) -76.6% Miscellaneous 1,812,994 7.6% 8,685 0.5% Total Revenues 24,203,225$ 100.0% (5,268,643)$ -17.9% Revenues 16 Table 4 Summary of Governmental Funds Expenditures Increase Percent 2019-20 Percent (Decrease)Increase Amount Of Total From 2018-19 (Decrease) General government 5,169,039$ 20.7%(161,135)$ -3.0% Public safety 3,512,456 14.1% 242,678 7.4% Culture and recreation 264,248 1.1%(7,898) -2.9% Economic development 203,407 0.8%(103,575) -33.7% Public works 622,307 2.5% 28,477 4.8% Visitor services 781,883 3.1%(122,806) -13.6% Education 9,845,685 39.4% 848,971 9.4% Capital outlay 1,627,548 6.5%(1,897,889) -53.8% Debt services 2,941,491 11.7% 46,640 1.6% Total Expenditures 24,968,064$ 100.0%(1,126,537)$ -4.3% Expenditures Below are summaries and explanations of the changes in fund balances from fiscal year 2019 to fiscal year 2020 of the Governmental Funds that are contained in the above totals. General Fund - At the end of the current fiscal year, fund balance for the general fund (which for financial reporting purposes also includes the major maintenance fund and vehicle maintenance/replacement fund) was $16,590,510, an increase of $1,352,312 in comparison with the prior year. Of this total, $16,265,309 is unassigned. This represents 170.3% of the total general fund expenditures including transfers out to other funds related to operations of $272,089. This is equivalent to 613 operating days.  Revenues decreased $4,450,382 from FY19 to FY20; the primary reason for the decrease was building permits and fees which decreased $3,876,695 from the previous year due to the Schwab building and campus being built in 2019.  Expenditures remained consistent from FY19 to FY20, increasing by only $47,810 due to conservative spending during the pandemic. Westlake Academy - Fund balance increased by $373,597 primarily due to a transfer in from the general fund. Capital Projects Fund - Fund balance decreased by $1,651,656 primarily due to spending of proceeds of bonds issued in prior years on current year projects. Westlake Academy Expansion Capital Projects Fund – Fund balance increased by $213,705 due primarily to transfers in of $280,000 from the Economic Development Fund and interest income of $33,705, offset by a $100,000 transfer out for a cost analysis and programming study of the future Westlake Academy Arts & Science Center expansion. 17 Debt Service Fund – The debt service fund remained consistent only slightly increasing by $105,835 with an ending fund balance of $150,518. The debt service fund had transfers in from the general and non- major funds totaling $2,116,814 which offset the net of debt service payments and property tax revenues ($2,010,979). Non Major Funds – The non major fund balance decreased by $495,851 the result of transfers to the debt service fund of $1,844,725. Proprietary Funds. - The Town's proprietary fund statements provide the same type of information found in the government-wide financial statements with greater detail. Total net position of the Proprietary Funds increased by $33,968. This increase is the net effect of a decrease in the utility fund of $14,168 primarily due to reduced operating revenues and increased operating costs; and a $48,136 increase in the cemetery fund due to a $36,779 increase in charges for services. General Fund Budgetary Highlights The General Fund budget for fiscal year 2020 was amended in total to increase the net change in fund balance from ($126,176) to $168,204, a total increase of $294,380. The amended budget for revenues was decreased by $714,606 (6.4%) based on an anticipated decrease in building permits and fees ($960,395). The amended budget for expenditures was decreased by $235,126 (2.3%).This decrease was primarily due to anticipated general government expenditures decreasing $252,034 primarily for contracted planning and development cost of $180K and equipment of $125K. In addition, the anticipated budget for transfers out was reduced by $773,860. The General Fund actual revenues were more than the amended budget by $658,589 primarily due to sales taxes and building permits and fee revenues more than budgeted. Actual expenditures were less than the amended budget by $494,187 due mostly to less than anticipated service expenditures. Capital Assets and Debt Administration Capital Assets. The Town's investment in capital assets for its governmental and business-type activities as of September 30, 2020, totaled $87,007,474 (net of accumulated depreciation). The investment in capital assets includes land, buildings, improvements, machinery and equipment, infrastructure, and construction in progress. The net decrease in the Town's investment in capital assets for the current fiscal year was $1,317,438 or 1.5% mostly due to depreciation exceeding current year capital asset additions. Table 5 Town’s Capital Assets (Net of Accumulated Depreciation) 2020 2019 2020 2019 2020 2019 Land 12,446,059$ 12,446,059$ -$ -$ 12,446,059$ 12,446,059$ Capital improvements 27,033,940 27,747,452 8,646,033 9,009,627 35,679,973 36,757,079 Building 34,370,215 34,937,051 34,370,215 34,937,051 Machinery and equipment 1,442,037 1,781,244 1,285,027 1,276,845 2,727,064 3,058,089 W/W treatments rights - - 26,365 - 26,365 Construction in pro gress 1,455,133 771,239 329,030 329,030 1,784,163 1,100,269 Total capital assets 76,747,384$ 77,683,045$ 10,260,090$ 10,641,867$ 87,007,474$ 88,324,912$ Governmental Activities Business-type Activities Total Additional information on the Town's capital assets can be found in Note 4 on pages 55 - 56 of this report. 18 Long-term liabilities - At the end of the current fiscal year, the Town had total long-term debt outstanding of $40,398,437. Of this amount, $33,449,000 represents bonded indebtedness with premium outstanding of $1,305,838, $398,012 of capital leases, $437,270 of compensated absences, $128,373 in loans and $4,679,944 of contractual obligations. During the fiscal year 2019-2020, the Town's total debt payable decreased by $ 1,767,955 from payment of bond, capital lease, and note principal of $2,066,453, amortization of premium of $100,984, a decrease in compensated absence liabilities of $186,141, and issuance of a $585,623 capital lease. Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc. has recently increased the Town's rate from AA+/stable to AAA/stable. Additional information about the rating agency or the significance of the rating provided may be obtained from Standard & Poor's web site. Additional information on the Town's long-term debt can be found in Note 5 on pages 58 – 62. Table 6 Outstanding Debt at Year-End 2020 2019 2020 2019 2020 2019 General obligation bonds 12,660,000$ 13,570,000$ -$ -$ 12,660,000$ 13,570,000$ Certificates of obligation 17,897,900 18,601,250 2,891,100 2,999,750 20,789,000 21,601,000 Contractual obligations - - 4,679,944 4,800,109 4,679,944 4,800,109 Capital leases 398,012 - - - 398,012 - Premium on bonds 1,279,473 1,379,285 26,365 27,537 1,305,838 1,406,822 Notes payable 128,373 165,050 - - 128,373 165,050 Compensated absences 368,239 531,355 69,031 92,056 437,270 623,411 Total long-term debt 32,731,997$ 34,246,940$ 7,666,440$ 7,919,452$ 40,398,437$ 42,166,392$ Governmental Activities Business-type Activities Total In addition to the liabilities in Table 6, the Town reports liabilities for the Academy’s proportionate share of the TRS net pension and OPEB liabilities and the Town’s net pension and total OPEB liabilities associated with TMRS. The Town’s net pension liability relative to its participation in Texas Municipal Retirement System (TMRS) decreased from $1,741,361 as of September 30, 2019 to $1,440,488 as of September 30, 2020. The Town’s net other post-employment benefits (OPEB) liability relative to its participation in Texas Municipal Retirement System (TMRS) increased from $54,484 as of September 30, 2019 to $82,590 as of September 30, 2020. The Academy’s proportionate share of the Teacher Retirement System (TRS) net pension liability increased from $1,489,525 as of August 31, 2019 to $1,502,914 as of August 31, 2020. The Academy’s proportionate share of the Teacher Retirement System (TRS) net OPEB liability decreased from $2,950,588 as of August 31, 2019 to $2,830,719 as of August 31, 2020. 19 Economic Factors and Next Year's Budgets In the FY 2020-2021 adopted budget, the fund balance of the General Fund, which includes the Town’s General Fund, General Major Maintenance Fund and the Vehicle Maintenance/Replacement Fund for audit purposes, is anticipated to decrease by $271K. Adopted revenues and transfers in are budgeted to be more than the 2020 actuals by $46K primarily due to a decrease in fines and penalties and the volatile market for interest income. Anticipated expenditures and transfers out are budgeted to be $1.6M less than the prior year. Payroll increases were approximately $217K (market adjustments, staffing changes, and increased insurance/benefits). The COVID-19 public health crisis has presented unique challenges for the upcoming fiscal year. Given the level of economic uncertainty due to COVID-19, the total budget and the economic impacts on businesses and local governments are unknown. Therefore, Town staff recommended the following cost saving adjustments:  All departments continue to budget expenditures conservatively;  No new staff requested unless the Town is awarded the SAFER grant for three new Fire/EMS positions; Subsequent to the adoption of the budget, we were not awarded this grant;  Deferred transfers to conduit funds; and  Delayed capital improvement projects. The budget continues to support initiatives for service delivery and our ongoing commitment to community and organizational excellence. In adherence to our fiscal policies, the budget will be monitored monthly and regular updates will be provided to Town Council in order to respond responsibly. The budget is intended to be adaptable given the unknown long-term fiscal impact of COVID-19. Contacting the Town's Finance Department This financial report is designed to provide our citizens, customers, and investors and creditors with a general overview of the Town's finances and to demonstrate the Town's accountability for the money it receives. If you have questions about this report or need additional financial information, contact Ginger R. Awtry, Town of Westlake Director of Finance, at 817-490-5719 or email at gawtry@westlake- tx.org. 20 21 Basic Financial Statements 22 Town of Westlake Exhibit A-1 Statement of Net Position September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 23 Primary Government Discretely Governmental Business-type Presented Activities Activities Total Component Units Cash and cash equivalents 22,694,794$ 5,562,951$ 28,257,745$ 4,196,080$ Receivables (net of allowance)1,740,154 1,027,342 2,767,496 50,527 Inventories - 88,639 88,639 - Other assets 125,026 - 125,026 - Restricted cash and cash equivalents 230,402 393,418 623,820 2,231,260 Capital assets: Land and construction in progress 13,901,192 329,030 14,230,222 5,099,597 Buildings and improvements 77,583,883 14,899,416 92,483,299 52,590,312 Wastewater treatment rights - 635,199 635,199 - Machinery and equipment 6,108,098 3,710,614 9,818,712 4,690,979 Less accumulated depreciation (20,845,789) (9,314,169) (30,159,958) (35,416,962) Total capital assets 76,747,384 10,260,090 87,007,474 26,963,926 Total assets 101,537,760 17,332,440 118,870,200 33,441,793 Deferred outflows of resources - TRS OPEB 397,462 - 397,462 - Deferred outflows of resources - TMRS OPEB 22,528 2,767 25,295 - Deferred outflows of resources - TRS pension 955,246 - 955,246 - Deferred outflows of resources - TMRS pension 613,962 75,411 689,373 - Deferred loss on refunding 681,482 - 681,482 - Total deferred outflows of resources 2,670,680 78,178 2,748,858 - Accounts payable 1,260,049 397,448 1,657,497 427,273 Customer deposit payable - 241,480 241,480 - Unearned revenue - 289,048 289,048 432,105 Accrued interest payable 132,442 10,222,722 10,355,164 37,941,881 Noncurrent liabilities: Due within one year Long-term debt 1,883,135 4,793,594 6,676,729 49,212,556 Compensated absences 36,824 6,903 43,727 - Due in more than one year Long-term debt 30,480,623 2,803,815 33,284,438 - Compensated absences 331,415 62,128 393,543 - TRS net OPEB liability 2,830,719 - 2,830,719 - TMRS total OPEB liability 73,555 9,035 82,590 - TRS net pension liability 1,502,914 - 1,502,914 - TMRS net pension liability 1,282,910 157,578 1,440,488 - Total liabilities 39,814,586 18,983,751 58,798,337 88,013,815 Deferred inflows - TRS OPEB 1,224,611 - 1,224,611 - Deferred inflows - TRS pension 268,967 - 268,967 - Deferred inflows - TMRS OPEB 4,389 539 4,928 - Deferred inflows - TMRS pension 259,086 31,823 290,909 - Total deferred inflows of resources 1,757,053 32,362 1,789,415 - Net investment in capital assets 46,633,638 4,672,681 51,306,319 (22,248,630) Restricted for: Tourism 423,333 - 423,333 - Construction 3,011,918 - 3,011,918 - Court security and technology 203,173 - 203,173 - Future projects 14,719 - 14,719 - Improvements - 50,000 50,000 - Unrestricted 12,350,020 (6,328,176) 6,021,844 (32,323,392) Total net position (deficit)62,636,801$ (1,605,495)$ 61,031,306$ (54,572,022)$ NET POSITION (DEFICIT ) ASSETS LIABILITIES DEFERRED INFLOWS OF RESOURCES DEFERRED OUTFLOWS OF RESOURCES Town of Westlake Statement of Activities For the Year Ended September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 24 Program Revenues Charges for Operating Grants Capital Grants Expenses Services and Contributions and Contributions PRIMARY GOVERNMENT Governmental activities: General government 6,555,048$ 318,140$ -$ -$ Public safety 3,991,114 649,795 37,610 - Cultural and recreation 282,512 - 2,089 - Public works 1,326,090 1,587,839 - - Economic development 150,037 - - 280,000 Visitor services 802,244 - - - Education 9,979,674 90,123 9,685,564 - Interest on long-term debt 1,103,925 - - - Total governmental activities 24,190,644 2,645,897 9,725,263 280,000 Business-type activities: Water and sewer 6,407,650 6,410,755 - - Cemetery 21,734 67,578 - - Total business-type activities 6,429,384 6,478,333 - - Total primary government 30,620,028$ 9,124,230$ 9,725,263$ 280,000$ Di scretely P resented Component Units 13,104,158$ 7,456,317$ -$ -$ GENERAL REVENUES AND TRANSFERS Taxes: Sales taxes Property taxes Hotel occupancy taxes Mixed beverage taxes Franchise taxes Interest Income Miscellaneous Transfers Total general revenues and transfers Change in net position NET POSITION, beginning of year NET POSITION, end of year Functions/Programs Exhibit A-2 25 Primary Government Discretely Governmental Business - Type Presented Activities Activities Total Component Units (6,236,908)$ -$ (6,236,908)$ -$ (3,303,709) - (3,303,709) - (280,423) - (280,423) - 261,749 - 261,749 - 129,963 - 129,963 - (802,244) - (802,244) - (203,987) - (203,987) - (1,103,925) - (1,103,925) - (11,539,484) - (11,539,484) - - 3,105 3,105 - - 45,844 45,844 - 48,949 48,949 - (11,539,484)$ 48,949$ (11,490,535)$ -$ -$ -$ -$ (5,647,841)$ 7,378,900 - 7,378,900 - 2,411,279 - 2,411,279 - 369,145 - 369,145 - 41,949 - 41,949 - 972,520 - 972,520 - 260,003 62,177 322,180 70,283 72,688 - 72,688 - 77,158 (77,158) - - 11,583,642 (14,981) 11,568,661 70,283 44,158 33,968 78,126 (5,577,558) 62,592,643 (1,639,463) 60,953,180 (48,994,464) 62,636,801$ (1,605,495)$ 61,031,306$ (54,572,022)$ Net (Expense) Revenue and Changes in Net Position Town of Westlake Balance Sheet Governmental Funds September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 26 Debt Westlake Service General Academy Fund ASSETS Cash and cash equivalents 15,976,916$ 1,351,339$ 150,518$ Receivables : Property taxes 5,818 - 1,917 Accounts receivable 1,045,393 437,260 - Due from other funds 249,766 - - Prepaid items 41,586 76,171 - Restricted cash and cash equivalents - - - Total assets 17,319,479 1,864,770 152,435 TOTAL ASSETS 17,319,479$ 1,864,770$ 152,435$ LIABILITIES, DEFFERED INFLOWS OF RESOURCES AND FUND BALANCE Liabilities: Accounts payable 723,151$ 101,706$ -$ Due to other funds - - - Total liabilities 723,151 101,706 - DEFERRED INFLOWS OF RESOURCES Unavailable contributions - 1,777 - Unavailable resources - property taxes 5,818 - 1,917 Total deferred inflows of resources 5,818 1,777 1,917 FUND BALANCES Nonspendable: Prepaid items 41,586 76,171 - Restricted for: Tourism - - - Capital items - - - Court security and technology 203,173 - - Debt service - - 150,518 Future projects - - - Education - 1,685,116 - Committed for: Street and tree improvements 80,442 - - Unassigned 16,265,309 - - Total fund balances 16,590,510 1,761,287 150,518 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES 17,319,479$ 1,864,770$ 152,435$ Exhibit A-3 27 Westlake Academy Nonmajor Total Capital Expansion Governmental Governmental Projects Capital Projects Funds Funds 1,762,320$ 3,011,918$ 441,783$ 22,694,794$ - - - 7,735 - - 249,766 1,732,419 - - - 249,766 - - 7,269 125,026 - - 230,402 230,402 1,762,320 3,011,918 929,220 25,040,142 1,762,320$ 3,011,918$ 929,220$ 25,040,142 223,193$ -$ 211,999$ 1,260,049$ - - 249,766 249,766 223,193 - 461,765 1,509,815 - - - 1,777 - - - 7,735 - - - 9,512 - - 7,269 125,026 - - 416,064 416,064 1,539,127 3,011,918 29,403 4,580,448 - - - 203,173 - - - 150,518 - - 14,719 14,719 - - - 1,685,116 - - - 80,442 - - - 16,265,309 1,539,127 3,011,918 467,455 23,520,815 1,762,320$ 3,011,918$ 929,220$ 25,040,142$ Town of Westlake Exhibit A-4 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 28 Total fund balance-governmental funds balance sheet 23,520,815$ Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not current financial resources and therefore are not reported in the governmental funds balance sheet. 76,747,384 Deferred losses on refunding are reported as deferred outlfows of resources in the government-wide statement of net position. 681,482 Revenues earned but not available within sixty days of the fiscal year-end are not recognized as revenue in the fund financial statements. 9,512 Deferred outflows of resources related to the Town's TMRS pension liability and OPEB liability increased net position by $613,962 and $22,528, respectively; while the Town's TMRS deferred resource inflows related to the pension liability and OPEB liability decreased net position by $259,086 and $4,389. This amount is the net effect.373,015 Deferred outflows of resources related to the Academy's TRS pension liability and OPEB liability increased net position by $955,246 and $397,462, respectively; while the Academy's TRS deferred resource inflows related to the pension liability and OPEB liability decreased net position by $268,967 and $1,224,611, respectively. This amount is the net effect.(140,870) Interest payable on long-term debt does not require current financial resources, therefore interest payable is not reported as a liability in the governmental funds balance sheet.(132,442) Long-term liabilities, including bonds payable, are not due and payable in the current period, and therefore are not reported in the fund financial statements.(38,422,095 ) NET POSITION OF GOVERNMENTAL ACTIVITIES - statement of net position 62,636,801$ 29 Town of Westlake Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 30 Westlake Debt General Academy Service Fund REVENUES Taxes Sales 5,534,125$ -$ -$ Property 1,725,951 - 685,913 Mixed beverage 41,949 - - Hotel occupancy - - - Franchise 972,520 - - State program revenues - 8,011,061 - Federal program revenues - 137,910 - Interest income 170,036 17,293 - Building permits and fees 1,996,834 - - Fines and penalties 492,435 - - Intergovernmental 24,750 - - Contributions 12,860 - - Miscellaneous 126,198 1,675,317 - Total revenues 11,097,658 9,841,581 685,913 EXPENDITURES Current General government 5,169,039 - - Public safety 3,512,456 - - Cultural and recreation 264,248 - - Public works 567,995 - - Economic development - - - Visitor services - - - Education - 9,845,685 - Capital outlay - - - Debt service Principal retirement 36,677 187,611 1,613,350 Interest and other fiscal charges - 20,311 1,083,542 Total expenditures 9,550,415 10,053,607 2,696,892 Excess (deficiency) of revenues Over (Under) Expenditures 1,547,243 (212,026) (2,010,979) OTHER FINANCING SOURCES (USES) Transfers in 77,158 - 2,116,814 Transfers out (272,089) - - Issuance of capital lease - 585,623 - Net other financing sources (uses) (194,931) 585,623 2,116,814 NET CHANGE IN FUND BALANCES 1,352,312 373,597 105,835 FUND BALANCES, AT BEGINNING OF YEAR 15,238,198 1,387,690 44,683 FUND BALANCES AT END OF YEAR 16,590,510$ 1,761,287$ 150,518$ Exhibit A-5 31 Nonmajor Total Capital Governmental Governmental Projects Funds Funds -$ -$ 1,844,775$ 7,378,900$ - - - 2,411,864 - - - 41,949 - - 369,145 369,145 - - - 972,520 - - - 8,011,061 - - - 137,910 30,204 33,705 8,765 260,003 - - - 1,996,834 - - - 492,435 - - - 24,750 - - 280,000 292,860 - - 11,479 1,812,994 30,204 33,705 2,514,164 24,203,225 - - - 5,169,039 - - - 3,512,456 - - - 264,248 54,312 - - 622,307 - - 203,407 203,407 - - 781,883 781,883 - - - 9,845,685 1,627,548 - - 1,627,548 - - - 1,837,638 - - - 1,103,853 1,681,860 - 985,290 24,968,064 (1,651,656) 33,705 1,528,874 (764,839) 100,000 280,000 100,000 2,673,972 (100,000) (100,000) (2,124,725) (2,596,814) - - - 585,623 - 180,000 (2,024,725) 662,781 (1,651,656) 213,705 (495,851) (102,058) 3,190,783 2,798,213 963,306 23,622,873 1,539,127$ 3,011,918$ 467,455$ 23,520,815$ Westlake Academy Expansion Capital Projects Fund Town of Westlake Exhibit A-6 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 32 Net change in fund balances- total governmental funds.(102,058)$ Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense.1,430,820 Depreciation expense on capital assets is reported in the statement of activities but does not require the use of current financial resources. Therefore, depreciation expense is not reported as expenditures in the governmental funds. (2,366,481) The repayment of the principal of long term debt consumes the current financial resources of governmental funds, but has no effect on net position. The amortization of bond premiums and deferred gain/loss on refunding of long term debt is reported in the statement of activities but does not require the use of current financial resources. Therefore, the effect of the amortization of these various items are not reported in the statement of revenues, expenditures, and changes in fund balance. This amount represents the net effect of the following items: Repayments 1,650,027 Amortization of deferred loss on refunding (108,507) Amortization of premium on bonds 99,812 1,641,332 Governmental funds reflect the proceeds of capital leases as other financing sources and payments as expenditures. However, in the government-wide statements, the proceeds and payments are reflected as changes in liabilities. This amount represents the net effect of proceeds ($585,623) and payments, $187,611. (398,012) Current year changes in accrued interest payable does not require the use of current financial resources; and therefore, are not reported as expenditures in governmental funds. 8,623 Implementation of GASB 68 and 75 requires certain expenditures to be de-expended and recorded as deferred outflows of resources. The changes in deferred outflows from pension and OPEB activity for TMRS decreased net position by $219,000 and increase net position by $14,422, respectively. The change in net position liability increased net position by $267,960. The change in OPEB liability decreased net position by $25,031. The change in deferred inflows of resources from pension and OPEB activity for TMRS decreased net position by $192,776 and increased net position by $815, respectively. This amount is the net effect. (153,612) Implementation of GASB 68 and 75 requires certain expenditures to be de-expended and recorded as deferred outflows of resources. The changes in deferred outflows from pension and OPEB activity for TRS increased net position by $37,423 and $130,094, respectively. The change in net pension liability decreased net position by $13,389. The change in OPEB liability increased net position by $119,869. The changes in deferred inflows of resources from pension and OPEB activity for TRS decreased net position by $158,023 and by $291,564, respectively. This amount is the net effect. (175,590) Current year changes in the long-term liability for compensated absences do not require the use of current financial resources; and therefore, are not reported as expenditures in governmental funds.163,116 Certain revenues in the government-wide statement of activities that do not provide current financial resources are not reported as revenue in the governmental funds. (3,980) CHANGE IN NET POSITION OF GOVERNMENTAL ACTIVITIES - statement of activities 44,158$ Town of Westlake Exhibit A-7 Statement of Net Position Proprietary Funds September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 33 Utility Cemetery Fund Fund Total ASSETS Current assets Cash and cash equivalents 5,390,988$ 171,963$ 5,562,951$ Accounts receivable 1,027,342 - 1,027,342 Inventories - 88,639 88,639 Restricted cash and investments 343,418 50,000 393,418 Total current assets 6,761,748 310,602 7,072,350 Noncurrent assets Capital assets Construction in progress 329,030 - 329,030 Buildings and improvements 14,899,416 - 14,899,416 Wastewater treatment rights 635,199 - 635,199 Machinery and equipment 3,710,614 - 3,710,614 Less: accumulated depreciation (9,314,169) - (9,314,169) Total capital assets 10,260,090 - 10,260,090 Total noncurrent assets 10,260,090 - 10,260,090 TOTAL ASSETS 17,021,838 310,602 17,332,440 DEFERRED OUTFLOWS OF RESOURCES Deferred outflows - TMRS OPEB 2,767 2,767 Deferred outflows - TMRS pension 75,411 - 75,411 TOTAL DEFERRED OUTFLOWS OF RESOURCES 78,178 - 78,178 LIABILITIES Current liabilities Accounts payable 395,150 2,298 397,448 Customer deposits payable 241,480 - 241,480 Accrued interest payable 10,222,722 - 10,222,722 Unearned revenue 289,048 - 289,048 Compensated absences - current portion 6,903 6,903 Current portion of bonds payable 113,650 - 113,650 Contractual obli gations 4,679,944 - 4,679,944 Total current liabilities 15,948,897 2,298 15,951,195 Long-term liabilities: Bonds payable 2,803,815 - 2,803,815 Compensated absences 62,128 - 62,128 Total OPEB liability 9,035 9,035 Net pension liability 157,578 - 157,578 Total long-term liabilities 3,032,556 - 3,032,556 TOTAL LIABILITIES 18,981,453 2,298 18,983,751 Deferred inflows - TMRS OPEB 539 - 539 Deferred inflows - TMRS pension 31,823 - 31,823 Total deferred inflows of resources 32,362 - 32,362 NET POSITION (DEFICIT ) Net investment in capital assets 4,672,681 - 4,672,681 Restricted for improvements - 50,000 50,000 Unrestricted (6,586,480) 258,304 (6,328,176) TOTAL NET POSITION (DEFICIT )(1,913,799)$ 308,304$ (1,605,495)$ DEFERRED INFLOWS OF RESOURCES Town of Westlake Exhibit A-8 Statement of Revenues, Expenses and Changes in Net Position Proprietary Funds For the Year Ended September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 34 Utility Cemetery Fund Fund Total OPERATING REVENUES Char ges for services 6,067,022$ 67,578$ 6,134,600$ Miscellaneous revenue 343,733 - 343,733 Total operating revenues 6,410,755 67,578 6,478,333 OPERATING EXPENSES Payroll costs 387,839 - 387,839 Professional and contract services 1,011,596 12,722 1,024,318 Depreciation 505,246 - 505,246 Amortization of wastewater treatment rights 26,365 - 26,365 Water purchases 1,201,671 - 1,201,671 Cost of cemetary lots sold - 3,379 3,379 Other operating costs 2,209,740 5,633 2,215,373 Total operating expenses 5,342,457 21,734 5,364,191 Net operating income 1,068,298 45,844 1,114,142 NON-OPERATING REVENUES (EXPENSES) Interest income 59,885 2,292 62,177 Interest expense (1,065,193) - (1,065,193) Total non-operating revenues (expenses)(1,005,308) 2,292 (1,003,016) INCOME BEFORE TRANSFERS AND CAPITAL CONTRIBUTIONS 62,990 48,136 111,126 Transfer in - - - Transfer out (77,158) - (77,158) Total transfers and capital contributions (77,158) - (77,158) Chan ge in net position (14,168) 48,136 33,968 Total net position, beginning of year (1,899,631) 260,168 (1,639,463) Total net position, end of year (1,913,799)$ 308,304$ (1,605,495)$ Town of Westlake Exhibit A-9 Statement of Cash Flows Proprietary Funds For the Year Ended September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 35 Utility Cemetery Fund Fund Total CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 6,281,319$ 67,578$ 6,348,897$ Payments to employees (412,200) - (412,200) Payments to suppliers (5,457,213) (16,678) (5,473,891) Net cash provided by operating activities 411,906 50,900 462,806 CASH FLOW FROM NONCAPITAL FINANCING ACTIVITIES Transfers from other funds - - - Transfer to other funds (77,158) - (77,158) Net cash used in noncapital financing activities (77,158) - (77,158) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Principal paid on debt (228,815) - (228,815) Interest paid on debt (218,215) - (218,215) Purchase of property and equipment (149,834) - (149,834) Net cash used in capital and related financing activities (596,864) - (596,864) CASH FLOWS FROM INVESTING ACTIVITIES Investment earnings 59,885 2,292 62,177 Net cash provided by investing activities 59,885 2,292 62,177 Net increase (decrease) in cash (202,231) 53,192 (149,039) Cash and cash equivalents at the beginning of the year 5,936,637 168,771 6,105,408 Cash and cash equivalents at the end of the year 5,734,406$ 221,963$ 5,956,369$ RECONCILIATION OF TOTAL CASH AND CASH EQUIVALENTS Cash and cash equivalents 5,390,988$ 171,963$ 5,562,951$ Restricted cash and cash equivalents 343,418 50,000 393,418 Total cash and cash equivalents 5,734,406$ 221,963$ 5,956,369$ RECONCILIATION OF OPERATING INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Operating income 1,068,298$ 45,844$ 1,114,142$ Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation and amortization 531,611 - 531,611 Pension expense (2,911) - (2,911) OPEB expense 1,575 - 1,575 Changes in operating assets and liabilities: Receivables (109,821) - (109,821) Prepaid Items 50,269 - 50,269 Inventory - 3,379 3,379 Compensated absences (23,025) - (23,025) Accounts payable (1,084,475) 1,677 (1,082,798) Customer deposits payable 2,110 - 2,110 Unearned revenue (21,725) - (21,725) Net cash provided by operating activities 411,906$ 50,900$ 462,806$ Exhibit A-10 Town of Westlake Statement of Fiduciary Net Position Agency Fund September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 36 PID Agency Fund ASSETS Restricted cash and cash equivalents 2,097,911$ Total Assets 2,097,911$ LIABILITIES Liability to bond holders 2,097,911$ Total Liabilities 2,097,911$ Town of Westlake Exhibit A-11 Discretely Presented Component Units Combining Statement of Net Position September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 37 Texas Student Texas Student Housing Housing Corporation Texas Student Corporation College Station Housing Denton Project Project Authority Total Cash and cash equivalents 385,650$ 403,085$ 3,407,345$ 4,196,080$ Accounts receivable (net of allowance)34,553 15,278 696 50,527 Restricted assets: Cash and cash equivalents 1,959,384 271,876 - 2,231,260 Capital assets: Land 2,200,000 2,899,597 - 5,099,597 Buildings and improvements 25,705,000 26,885,312 - 52,590,312 Machinery and equipment 1,253,841 3,437,138 - 4,690,979 Less: accumulated depreciation (17,868,855) (17,548,107) - (35,416,962) Total assets 13,669,573 16,364,179 3,408,041 33,441,793 LIABILITIES Accounts payable and accrued expenses 138,350 285,477 3,446 427,273 Unearned revenue 158,454 273,651 - 432,105 Accrued interest payable 10,200,536 27,741,345 - 37,941,881 Bonds payable 21,007,556 28,205,000 - 49,212,556 Total liabilities 31,504,896 56,505,473 3,446 88,013,815 NET POSITION (DEFICIT) Net investment in capital assets (9,717,570) (12,531,060) - (22,248,630) Unrestricted (8,117,753) (27,610,234) 3,404,595 (32,323,392) Total net position (deficit)(17,835,323)$ (40,141,294)$ 3,404,595$ (54,572,022)$ LIABILITIES AND NET POSITION ASSETS Town of Westlake Discretely Presented Component Units Combining Statement of Activities For the Fiscal Year Ended September 30, 2020 The Notes to the Financial Statements are an integral part of this statement. 38 Charges for Operating Grants Capital Grants Functions/Programs Expenses Services and Contributions and Contributions Business-type activities: Texas Student Housing Authority 412,099$ 435,990$ -$ -$ Texas Student Housing Corporation College Station Project 6,689,950 1,785,725 - - Denton Project 6,002,109 5,234,602 - - Total business-type activities 13,104,158 7,456,317 - - Total component units 13,104,158$ 7,456,317$ -$ -$ GENERAL REVENUES Interest income Total general revenues Change in net position NET POSITION (DEFICIT), beginning of year NET POSITION (DEFICIT), end of year Program Revenues Exhibit A-12 39 Texas Student Texas Student Housing Housing Corporation Texas Student Corporation College Station Housing Denton Project Project Authority Total -$ -$ 23,891$ 23,891$ - (4,904,225) - (4,904,225) (767,507) - - (767,507) (767,507) (4,904,225) 23,891 (5,647,841) (767,507)$ (4,904,225)$ 23,891$ (5,647,841)$ 27,834 - 42,449 70,283 27,834 - 42,449 70,283 (739,673) (4,904,225) 66,340 (5,577,558) (17,095,650) (35,237,069) 3,338,255 (48,994,464) (17,835,323)$ (40,141,294)$ 3,404,595$ (54,572,022)$ Net (Expense) Revenues and Changes in Net Positions 40 Town of Westlake Notes to the Financial Statements 41 Note 1. Summary of Significant Accounting Policies The Town of Westlake, Texas (the Town) was incorporated under the provisions of the laws of the State of Texas on December 26, 1956. The Town operates under a Council - Manager form of government and provides the following services as authorized by the laws of the State of Texas: public safety; cultural and recreation; and economic development. The accounting and reporting policies of the Town conform to accounting principles generally accepted in the United States of America for local governments. Generally accepted accounting principles (GAAP) for local governments include those principles prescribed by the Governmental Accounting Standards Board (GASB). The following is a summary of the more significant accounting and reporting policies: Financial Reporting Entity The accompanying financial statements present the government and its component units, entities for which the government is considered to be financially accountable. Blended component units, although legally separate entities, are, in substance, part of the Town's operations and are appropriately presented as funds of the primary government. Discretely presented component units, on the other hand, are reported in a separate column in the government-wide financial statements to emphasize it is legally separate from the Town. Based on these criteria, the financial information of the following entities have been blended or discretely presented within the financial statements: Lone Star Public Facilities Corporation, 4B Economic Development Corporation, Westlake Academy, Texas Student Housing Authority, Texas Student Housing Corporation – College Station Project and Texas Student Housing Corporation – Denton Project. The Texas Student Housing Authority, Texas Student Housing Corporation – College Station Project, and Texas Student Housing Corporation – Denton Project (collectively, Texas Student Housing Entities) are Texas nonprofit organizations as a duly constituted authority of the Town pursuant to Section 53.35(b) of the Texas Education Code, as amended (Act). Texas Student Housing Entities' primary purpose is to construct, own, and operate student housing facilities on college campuses in Texas. The board consists of seven directors which are appointed by the Town's governing body and has the ability to remove at will the appointed members; thus, the governing body can impose its will on the organizations. However, the board is not substantively the same as the Town’s governing body; therefore, the Texas Student Housing Entities are reported as discretely presented component units (enterprise funds). The Town is not responsible for the long-term debt of the Texas Student Housing Entities. The Texas Student Housing Entities’ year-end is August 31. Component Units Discretely Presented Separately issued financial reports are available for all the Texas Student Housing Entities. These reports may be obtained by contacting the following office. Texas Student Housing Authority P.O. Box 93419 Southlake, Texas 76092 Town of Westlake Notes to the Financial Statements 42 Blended Lone Star Public Facilities Corporation is a Texas nonprofit corporation that acts on behalf of the Town to further the public purposes under the Public Facilities Corporation Act, as its duly constituted authority and instrumentality. The board of directors, appointed by the Town's governing body, is comprised of seven members, of whom five must be members of the Town's governing body. Since the board of directors is substantively the same as the Town's governing body, and a financial benefit relationship exists, the entity has been reported as a blended component unit of the Town. 4B Economic Development Corporation is a Texas nonprofit industrial corporation under the Development Corporation Act of 1979 formed to promote economic development within the Town and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the Town by developing, implementing, financing, and providing one or more projects defined and permitted under Section 4B of the Act. The board of directors is composed of seven persons appointed by the members of the Town's governing board. Four of the members of the board of directors are members of the Town's governing board. Since the board of directors is substantively the same as the Town's governing body, and a financial benefit relationship exists, the entity has been reported as a blended component unit of the Town. Westlake Academy (Academy) is an open-enrollment charter school, as provided by Subchapter D, Chapter 12, of the Texas Education Code. The Town of Westlake (Charter Holder) applied for and became the first municipality in Texas to ever receive this special charter designation. The board consists of six trustees and is appointed by the Town's governing body. Currently, all the members of the board of trustees are members of the Town's governing body. Since the board of directors is substantively the same as the Town's governing body, and a financial benefit relationship exists, the entity has been reported as a blended component unit of the Town. The Academy's year-end is August 31. Basis of Presentation Government-Wide and Fund Financial Statements The government-wide financial statements (i.e., the Statement of Net Position and the Statement of Activities) report information on all of the non-fiduciary activities of the Town. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Separate financial statements are provided for governmental funds and proprietary funds. Major individual Governmental Funds and major individual Enterprise Funds are reported as separate columns in the fund financial statements. Town of Westlake Notes to the Financial Statements 43 Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Town considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Sales taxes, franchise taxes, licenses, and interest associated with the current fiscal period are all considered to be susceptible to accrual and have been recognized as revenues of the current fiscal period. All other revenue items are considered to be measurable and available only when cash is received by the Town. The Town uses funds to report on its financial position and the results of its operations. Fund accounting is designed to demonstrate legal compliance and to aid financial management by segregating transactions related to certain government functions or activities. A fund is a separate accounting entity with a self-balancing set of accounts. Governmental Funds are those through which most governmental functions of the Town are financed. The acquisition, use, and balances of the Town's expendable financial resources and the related liabilities (except those accounted for in the proprietary fund type) are accounted for through governmental funds. The measurement focus is upon determination of changes in financial position, rather than upon income determination. The Town reports the following major governmental funds: General Fund – to account for all financial resources except those required to be accounted for in another fund. The General Fund balance is available for any purpose, provided it is expended or transferred in accordance with the legally adopted budget of the Town. The General Fund includes the Town’s Major Maintenance and Replacement Fund, Vehicle Replacement Fund, and PID (local) Fund. Westlake Academy Fund – to account for all local, state and federal revenue and related educational expenditures of the Academy. Debt Service Fund – to account for resources accumulated and payments made for principal and interest on long-term general obligation debt of governmental funds. Capital Projects Fund – to account for proceeds from long-term financing and revenue and expenditures related to authorized construction and other capital asset acquisitions other than those related to the expansion of Westlake Academy facilities. Town of Westlake Notes to the Financial Statements 44 Westlake Academy Expansion Capital Projects Fund – to account for proceeds from long-term financing and revenue and expenditures related to authorized construction related to the expansion of Westlake Academy facilities. In addition, the Town reports the following nonmajor governmental funds: Visitors Association Fund - to account for municipal hotel occupancy taxes collected and expenditures to promote tourism and the convention and hotel industry. Lone Star Public Facilities Corporation – to account for investment activity relating to the Lone Star Public Facilities Corporation. 4B Economic Development Corporation – to account for sales tax collected to fund the activities of the 4B Economic Development Corporation. Economic Development Fund – to account for sales tax and hotel occupancy tax collected to fund activity relating to Economic Development agreements. Public Arts Fund – to account for contributions restricted for public art. Solana Public Improvement District (PID) Capital Projects Fund – to account for the acquisition or construction of capital facilities and improvements relating to the Solana public improvement district. The Town adopts an annual appropriated budget for all governmental funds except capital projects, Solana PID capital projects, Public Arts, and Westlake Academy Expansion capital projects fund, which are project-length based budgets. A budgetary comparison schedule has been provided for all appropriate funds to demonstrate compliance with the budget. Proprietary Funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the Town's Enterprise Fund are charges to customers for sales and services. Operating expenses for the Enterprise Fund include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenue and expenses not meeting this definition are reported as nonoperating revenue and expenses. The Town reports the following major proprietary funds: Utility Fund – to account for revenues and expenses related to providing water and sewer services to the general public on a continuing basis. Cemetery Fund – to account for the operations of the Town's cemetery. The Town reports the following fiduciary fund: Solana PID Agency Fund – to account for bond proceeds, assessments, and related debt associated with bonds issued by the Town as an agent for the Solana public improvement district. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this general rule are charges between the Town's water and wastewater function and various other functions of the government. Elimination of these charges would distort the direct costs and program revenue reported for the various functions concerned. Town of Westlake Notes to the Financial Statements 45 Amounts reported as program revenues include: 1) charges to customer or applicants for goods, services, or privileges provided, 2) operating grants and contributions, and 3) capital grants and contributions, including special assessments. Internally dedicated resources are reported as general revenues rather than as program revenue. Likewise, general revenue includes all taxes. Assets, Liabilities, Deferred Inflows/Outflows of Resources, and Net Position or Equity Cash and Cash Equivalents Cash and investments of all funds, including restricted cash, are available upon demand and are considered to be "cash equivalents." For purposes of the statement of cash flows, the Town considers highly-liquid investments (including restricted assets) with an original maturity of three months or less when purchased to be cash equivalents. State statutes authorize the Town to invest in (1) obligations of the United States or its agencies and instrumentalities; (2) direct obligations of the State of Texas or its agencies; (3) other obligations, the principal of, and interest on, which are unconditionally guaranteed or insured by the State of Texas or the United States; (4) obligations of states, agencies, counties, cities, and other political subdivisions of any state having been rated as to investment quality by a nationally recognized investment rating firm and having received a rating of not less than "A" or its equivalent; (5) certificates of deposit by state or national banks domiciled in this state that are (a) guaranteed or insured by the Federal Deposit Insurance Corporation, or its successor; or, (b) secured by obligations that are described by (1) - (4); or (6) fully collateralized direct repurchase agreements having a defined termination date, secured by obligations described by (1) pledged with third-party selected or (2) approved by the Town, and placed through a primary government securities dealer. All investments are recorded at fair value based on quoted market prices. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties. Receivables and Payables Transactions between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as "due to/from other funds" (i.e., the current portion of interfund loans) or "advances to/from other funds" (i.e., the non-current portion of interfund loans). All other outstanding balances between funds are reported as "due to/from other funds." Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as "internal balances." Advances between funds, as reported in the fund financial statements, are offset by nonspendable fund balance in applicable governmental funds to indicate that they are not available for appropriation and are not expendable available financial resources. The Town's property taxes are levied on October 1 on the assessed value listed as of the prior January 1 for all real and business personal property located in the Town. Assessed values are established at 100% of estimated market value. Property taxes attach as an enforceable lien on property as of January 1. Taxes are due by January 31 following the October 1 levy date and are considered delinquent after January 31 of each year. All property tax receivables are shown net of an allowance for uncollectibles. The net property tax receivable allowance is equal to management’s estimate of uncollectible outstanding property taxes at September 30, 2020. Town of Westlake Notes to the Financial Statements 46 Restricted Assets Certain bond proceeds, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. Inventories and Prepaid Items Inventories, which are expended as they are consumed, are stated at the lower of cost or market on a first-in, first-out basis. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items using the consumption method in both the government-wide and fund financial statements. Fund Changes and Transactions between Funds Legally authorized transfers are treated as transfers in and out and are included as other financing sources (uses) of both governmental and proprietary funds. The Town allocates an indirect cost percentage of the salaries, wages and related costs of personnel who perform administrative services as well as other indirect costs necessary for the operation of various funds. Expenses are budgeted and paid from the appropriate fund. Capital Assets All capital assets are valued at historical cost or estimated historical cost if actual historical cost is not available. The cost of nominal maintenance and repairs that do not add value to the asset or materially extend assets' lives are not capitalized. Donated assets are valued at their acquisition value on the date donated. Assets capitalized have an original cost of $5,000 or more and three years or more of life. All infrastructure assets (e.g., roads, bridges, sidewalks, and similar items), regardless of the acquisition date or amount, have been included. Estimated historical cost for initial reporting of infrastructure assets (those reported by governmental activities) was valued by estimating the current replacement cost of the infrastructure and using an index to deflate the cost to the estimated acquisition/construction year. As the Town constructs or acquires additional capital assets, including infrastructure assets, they are capitalized and reported at historical cost. Depreciation has been calculated on each class of depreciable property using the straight-line method. Estimated useful lives are as follows: Years Water and sewer system 10-50 Buildings 20-50 Machinery and equipment 3-30 Improvements 5-30 Information systems and software 3 Assets Town of Westlake Notes to the Financial Statements 47 Compensated Absences The Town's policy provides vacation and sick leave to be accrued at the start of employment. Employees earn 10 days of vacation and 10 days of sick leave between one year and five years of service. After completion of 5 years of service, 15 days of vacation and 15 days of sick leave per year are earned. After completion of 10 years of service, 20 days of vacation and 20 days of sick leave per year are earned. Unused vacation hours are paid upon termination or retirement at the employee's normal hourly rate. Long-Term Obligations In the government-wide financial statements and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts are deferred and amortized over the life of the bonds using the straight-line method, which approximates the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as issuance costs during the current period. The face amount of the debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts are reported as other financing uses. Issuance costs, even if withheld from the actual proceeds, are reported as expenditures. Fund Equity and Net Position The governmental fund financial statements present fund balances based on classifications that comprise a hierarchy that is based primarily on the extent to which the Town is bound to honor constraints on the specific purposes for which amounts in the respective governmental funds can be spent. The classifications used in the governmental fund financial statements are as follows: Nonspendable: This classification includes amounts that cannot be spent because they are either (a) not in spendable form or (b) are legally or contractually required to be maintained intact. Nonspendable items are not expected to be converted to cash or are not expected to be converted to cash within the next year. Restricted: This classification includes amounts for which constraints have been placed on the use of the resources either (a) externally imposed by creditors, grantors, contributors, or laws or regulations of other governments, or (b) imposed by law through constitutional provisions or enabling legislation. Committed: This classification includes amounts that can be used only for specific purposes pursuant to constraints imposed by board resolution of the Town council, the Town's highest level of decision making authority. These amounts cannot be used for any other purpose unless the Town council removes or changes the specified use by taking the same type of action that was employed when the funds were initially committed. This classification also includes contractual obligations to the extent that existing resources have been specifically committed for use in satisfying those contractual requirements. Assigned: This classification includes amounts that are constrained by the Town's intent to be used for a specific purpose but are neither restricted nor committed. In the General Fund, assigned amounts represent intended uses established by the Town Council or the Town Finance Director who has been delegated that authority. Unassigned: This classification includes the residual fund balance for the General Fund. The unassigned classification also includes negative residual fund balance of any other governmental fund that cannot be eliminated by offsetting of assigned fund balance amounts. Town of Westlake Notes to the Financial Statements 48 In the government-wide financial statements, net position represents the difference between assets and deferred outflows and liabilities and deferred inflows. Net investment in capital assets consists of capital assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowing used for the acquisition, construction or improvements of those assets, and adding back unspent proceeds. Net position is reported as restricted when there are limitations imposed on its use either though the enabling legislations adopted by the Town or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. The government-wide and fund level financial statements report restricted fund balances for amounts not available for appropriation or legally restricted for specific uses. When an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available, it is the Town's policy to use restricted resources first, then unrestricted resources as needed. When an expenditure is incurred for which committed, assigned, or unassigned fund balances are available, the Town considers amounts to have been spent first out of committed funds, then assigned funds, and finally unassigned funds. Pensions and Other Post-Employment Benefits (OPEB) For purposes of measuring the net pension/OPEB and total OPEB liabilities, pension and OPEB related deferred outflows and inflows of resources and pension and OPEB expense, the Town’s specific information about its Fiduciary Net Position in the Texas Municipal Retirement System (TMRS) and Teachers Retirement System (TRS) and additions to/deductions from the Town’s Fiduciary Net Position have been determined on the same basis as they are reported by TMRS and TRS. For this purpose, plan contributions are recognized in the period that compensation is reported for the employee, which is when contributions are legally due. Benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. For TMRS, information regarding the Town’s Total Pension Liability and Total OPEB Liability is obtained from TMRS through reports prepared for the Town by TMRS consulting actuary, Gabriel Roeder Smith & Company, in compliance with Governmental Accounting Standards Board (GASB) Statement No. 68, Accounting and Financial Reporting for Pensions, and GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other than Pensions. For TRS, information regarding the Town’s Total Pension Liability and Total OPEB Liability is obtained from TRS which is a cost-sharing multi-employer defined benefit plan. Reports prepared are in compliance with Governmental Accounting Standards Board (GASB) Statement No. 68, Accounting and Financial Reporting for Pensions, and GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. Deferred Outflows and Inflows of Resources In addition to assets, the statement of financial position and/or balance sheet will sometimes report a separate section for deferred outflows of resources on the Statement of Net Position and Governmental Fund Balance Sheet. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The Town has the following items that qualify for reporting in this category: Deferred Outflow from Loss on Refunding – these deferred outflows reported at the net position result from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. Town of Westlake Notes to the Financial Statements 49 Deferred Outflow/Inflows from Pensions/OPEB – these deferred outflows/inflows reported on the Statement of Net Position result from pension/OPEB contributions after the measurement date (deferred and recognized as a reduction of the related liability in the following fiscal year), differences in projected and actual earnings on pension/OPEB investments (deferred and amortized over a closed five-year period), and differences between expected and actual experience and/or changes in assumptions (deferred and amortized over the remaining average service life of participants.) Deferred Outflow/Inflows from Contributions – these deferred outflows/inflows result from contributions made or received before time requirement is met. The deferred outflows/inflows from contributions are eliminated at the Statement of Activities and Net Position. Deferred Inflows from Unavailable Resources – these deferred inflows result from property tax receivables not being collected within 60 days of year end. The deferred inflows from unavailable resources are recorded as revenues on the Governmental-wide Statement of Activities. Estimates The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual amounts could differ from those estimates. Note 2. Cash and Investments Legal provisions generally permit the Town to invest in certificates of deposit, repurchase agreements, public funds investment pools, direct obligations of the United States of America or its subdivisions and state and local government securities. The Public Funds Investment Act (Government Code Chapter 2256) contains specific provisions in the areas of investment practices, management reports and establishment of appropriate policies. Among other things, it requires the Town to adopt, implement, and publicize its investment policy. That policy must address the following areas: (1) safety of principal and liquidity, (2) portfolio diversification, (3) allowable investments, (4) acceptable risk levels, (5) expected rates of return, (6) maximum allowable stated maturity of portfolio investments, (7) maximum average dollar - weighted maturity allowed based on the stated maturity date for the portfolio, (8) investment staff quality and capabilities, and (9) bid solicitation preferences for certificates of deposit. Town of Westlake Notes to the Financial Statements 50 Statutes and the Town's investment policy authorized the Town to invest in the following investments as summarized in the table below: Maximum Maximum Maximum Percentage Investment Maturity of Portfolio In One Issuer Obligations of the U.S. Government, its agencies and instrumentalities 2 years None None Certificates of deposit 1 year None None Mutual funds 2 years 80% None Investment pools - None None Authorized Investment Type The Town did not engage in repurchase or reverse repurchase agreement transactions during the current year. At year end, the carrying amount of the Town’s deposits was $28,850,957 and the bank balance was $29,307,755. The bank balance was completely covered by federal deposit insurance and collateral held by the pledging financial institution in the Town’s name. At year end, the carrying amount of the component units’ deposits was $6,427,341 and the bank balance was $6,456,006. The bank balance was completely covered by federal deposit insurance and collateral held by the pledging financial institution in the component units’ names. The carrying amount consists of $4,196,080 in cash and cash equivalents and $2,231,261 in restricted cash and cash equivalents. At September 30, 2020, the Town's cash and cash equivalents consist of and are classified in the accompanying financial statements are follows: Primary government: Cash and cash equivalents 28,257,745$ Restricted cash and investments 623,820 Total primary government 28,881,565 Fiduciary funds: Restricted cash and cash equivalents 2,097,911 Total cash and investments 30,979,476$ Deposits with financial institutions 28,850,957$ Investments 2,128,519 Total cash and investments 30,979,476$ Town of Westlake Notes to the Financial Statements 51 Disclosures Relating to Interest Rate Risk This is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment the greater the sensitivity of its fair value to changes in market interest rates. In order to limit interest and market rate risk from changes in interest rates, the Town's investment policy sets a maximum stated maturity limit of two years for obligations of the United States Government, its agencies and instrumentalities (excluding mortgage backed securities) and one year for fully insured or collateralized certificates of deposit. No more than 80% of the Town's monthly average balance may be invested in money market funds. Additionally, the Town invests in an investment pool that purchases a combination of shorter term investments with an average maturity of 38 days thus reducing the interest rate risk. Information about the sensitivity of the fair values of the Town's investments to market interest rate fluctuations is provided by the following table that shows the distribution of the Town's Investments. As of September 30, 2020, the Town's investments were as follows: Weighted Carrying Average Amount Fair Value Maturity (days) TexPool 207$ 207$ 38 days Mutual funds 2,128,312 2,128,312 N/A Total 2,128,519$ 2,128,519$ Investment Type Disclosures Relating to Credit Risk This is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. Presented below is the minimum rating required by (where applicable) the Public Funds Investment Act, the Town's investment policy, or debt agreements, and the actual rating as of year-end for each investment type. Minimum Rating Carrying Fair Legal as of Primary government Amount Value Rating Year-end Investments: TexPool 207$ 207$ N/A AAA-m Mutual funds 2,128,312 2,128,312 N/A A-1 Total 2,128,519$ 2,128,519$ Disclosures Relating to Concentration of Credit Risk The Town’s investment policy is to avoid a concentration of assets in a specific maturity, a specific issue, or a specific class of investments. Town of Westlake Notes to the Financial Statements 52 Disclosures Relating to Custodial Credit Risk Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Public Funds Investment Act does not contain legal or policy requirements that would limit the exposure to custodial credit risk for deposits or investments, other than the following provision for deposits: The Public Funds Investment Act requires that a financial institution secure deposits made by state or local governmental units by pledging securities in an undivided collateral pool held by a depository regulated under state law (unless so waived by the governmental unit). The market value of the pledged securities in the collateral pool must equal at least the bank balance less the FDIC insurance at all times. The Town requires all deposits to be covered by Federal Depository Insurance Corporation (FDIC) insurance and/or collateralized by qualified securities pledged by the Town’s depository in the Town’s name and held by the depository’s agent. As of September 30, 2020, the Town's entire cash deposits with financial institutions in excess of federal depository insurance were fully collateralized. The Town categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. GASB Statement No. 72, Fair Value Measurement and Application, provides a framework for measuring fair value which establishes a three-level fair value hierarchy that describes the inputs that are used to measure assets and liabilities. Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that a government can access at the measurement date. Level 2 inputs are inputs – other than quoted prices included within Level 1 – that are observable for an asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for an asset or liability. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. If a price for an identical asset or liability is not observable, a government should measure fair value using another valuation technique that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. If the fair value of an asset or a liability is measured using inputs from more than one level of the fair value hierarchy, the measurement is considered to be based on the lowest priority level input that is significant to the entire measurement. Town of Westlake Notes to the Financial Statements 53 The Town has recurring fair value measurements as presented in the table below. The Town’s investment balances and weighted average maturity of such investments are as follows: Quoted Prices in Active Significant Markets for Other Significant Weighted Value at Identical Observable Unobservable Percent of Average September 30, Assets Inputs Inputs Total Maturity 2020 (Level 1) (Level 2) (Level 3) Investments (Days) Investments not Subject to Fair Value: Investment Pools: TexPool 207$ -$ -$ -$ 0.01 %38 Investments by Fair Value Level: Mutual Funds 2,128,312 2,128,312 - - 99.99% N/A Total Value 2,128,519$ 2,128,312$ -$ -$ Fair Value Measurements Using Mutual funds reported as Level 1 consist of shares of a money market funds government portfolio and are valued at net asset value (NAV) of the assets held by the Town. The NAV is a quoted price in an active market. Investment in State Investment Pools On September 1, 1989, local government investment pools became authorized investments for the majority of public entities in Texas. The Interlocal Cooperation Act was amended by the 71st Texas Legislature to facilitate the creation of local government investment pools in Texas. This act permits the creation of investment pools to which a majority of political subdivisions (local governments) may delegate, by contract, the authority to make investments purchased with local investment funds and to hold legal title as custodian of the investments. TexPool was organized to conform with the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, and the Public Funds Investment Act, Chapter 2256 of the Texas Government Code. During the year ended September 30, 2020, the Town had investments with TexPool. TexPool, a public funds investment pool created by the Treasurer of the State of Texas acting by and through the Texas Treasury Safekeeping Trust Company, which is empowered to invest funds and acts as custodian of investments purchased with local investment funds. These investments are not required to be categorized because the investor is not issued securities, but rather it owns an undivided beneficial interest in the assets of the respective funds. The fair value of the position in TexPool is the same as the value of the pool shares. Restricted Cash Proprietary Fund Within the proprietary funds, $241,480 of restricted cash represents customer deposits received for water and sewer usage that are refundable upon termination of service; $101,938 represents remaining Texas Water Development Board bond proceeds to be spent on the Fort Worth waterline; and $50,000 of restricted cash represents a contribution restricted for cemetery improvements. Discretely Presented Component Units Within the discretely presented component units, the $2,231,260 in restricted cash and cash equivalents represents funds held for debt service. Town of Westlake Notes to the Financial Statements 54 Note 3. Receivables Governmental activities receivable balance consists of the following as of September 30, 2020: Debt Total Westlake Service Nonmaj or Governmental General Academy Fund Fund Funds Receivables: Sales tax 749,299$ -$ -$ 249,766$ 999,065$ Property tax 7,757 - 2,556 - 10,313 Other taxes 4,209 - - - 4,209 Franchise tax 215,108 - - - 215,108 Other 139,891 437,260 - - 577,151 Gross receivables 1,116,264 437,260 2,556 249,766 1,805,846 Less: allowance for uncollectibles (65,053) - (639) - (65,692) Net total receivables 1,051,211$ 437,260$ 1,917$ 249,766$ 1,740,154$ Governmental Funds Business-type receivables balance consists of the following as of September 30, 2020: Utility Cemetery Fund Fund Total Receivables: Accounts 1,027,342$ -$ 1,027,342$ Gross receivables 1,027,342 - 1,027,342 Less: allowance for uncollectibles - - - Net total receivables 1,027,342$ -$ 1,027,342$ Business-Type Activities Town of Westlake Notes to the Financial Statements 55 Note 4. Capital Assets Capital asset activity for the year ended September 30, 2020, was as follows: Primary Government Beginning Ending Balance Increases Decreases Transfers Balance Governmental activities: Capital assets, not being depreciated: Land 12,446,059$ -$ -$ -$ 12,446,059$ Construction in pro gress 771,239 683,894 - - 1,455,133 Total assets not being depreciated 13,217,298 683,894 - - 13,901,192 Capital assets, being depreciated: Capital improvements 34,114,192 179,984 - - 34,294,176 Buildings 42,974,724 314,983 - - 43,289,707 Machinery and equipment 5,047,482 186,286 (23,000) - 5,210,768 Information systems and software 831,657 65,673 - - 897,330 Total capital assets being depreciated 82,968,055 746,926 (23,000) - 83,691,981 Less accumulated depreciation: Capital improvements (6,366,740) (893,496) - - (7,260,236) Buildings (8,037,673) (881,819) - - (8,919,492) Machinery and equipments (3,782,419) (407,275) 23,000 - (4,166,694) Information systems and software (315,476) (183,891) - - (499,367) Total accumulated depreciation (18,502,308) (2,366,481) 23,000 - (20,845,789) Total capital assets being depreciated 64,465,747 (1,619,555) - - 62,846,192 Governmental activities capital assets, net 77,683,045$ (935,661)$ -$ -$ 76,747,384$ Town of Westlake Notes to the Financial Statements 56 Beginning Ending Balance Increases Decreases Transfers Balance Business-type activities: Capital assets, not being depreciated: Construction in pro gress 329,030$ -$ -$ -$ 329,030$ Total assets not being depreciated 329,030 - - - 329,030 Capital assets, being depreciated: Capital improvements 14,899,416 - - - 14,899,416 Wastewater treatment rights 635,199 - - - 635,199 Machinery and equipment 3,560,780 149,834 - - 3,710,614 Total capital assets being depreciated 19,095,395 149,834 - - 19,245,229 Less accumulated depreciation: Capital improvements (5,889,789) (363,594) - - (6,253,383) Wastewater treatment rights (608,834) (26,365) - - (635,199) Machinery and equipment (2,283,935) (141,652) - - (2,425,587) Total accumulated depreciation (8,782,558) (531,611) - - (9,314,169) Total capital assets being depreciated 10,312,837 (381,777) - - 9,931,060 Business-type activities capital assets, net 10,641,867$ (381,777)$ -$ -$ 10,260,090$ Depreciation was charged to departments of the primary government as follows: Governmental activities: General government 936,226$ Public safety 630,275 Public works 799,980 Total depreciation expense - governmental activities 2,366,481$ Business-type activities: Water and sewer 531,611$ Town of Westlake Notes to the Financial Statements 57 A summary of discretely presented component units' capital assets at August 31, 2020 follows: Texas Student Housing Corporation – Denton Project Beginning Ending Balance Increases Decreases Balance Capital assets, not being depreciated: Land 2,200,000$ -$ -$ 2,200,000$ Total assets not being depreciated 2,200,000 - - 2,200,000 Capital assets, being depreciated: Buildings 25,705,000 - - 25,705,000 Furniture and fixtures 1,253,841 - - 1,253,841 Total capital assets being depreciated 26,958,841 - - 26,958,841 Less accumulated depreciation: Buildings (15,780,012) (856,833) - (16,636,845) Furniture and fixtures (1,223,560) (8,450) - (1,232,010) Total accumulated depreciation (17,003,572) (865,283) - (17,868,855) Total capital assets being depreciated 9,955,269 (865,283) - 9,089,986 Capital assets, net 12,155,269$ (865,283)$ -$ 11,289,986$ Texas Student Housing Corporation – College Station Project Beginning Ending Balance Increases Decreases Balance Capital assets, not being depreciated: Land 2,899,597$ -$ -$ 2,899,597$ Total assets not being depreciated 2,899,597 - - 2,899,597 Capital assets, being depreciated: Buildings 26,885,312 - - 26,885,312 Furniture and fixtures 3,437,138 - - 3,437,138 Total capital assets being depreciated 30,322,450 - - 30,322,450 Less accumulated depreciation: Buildings (13,334,060) (896,177) - (14,230,237) Furniture and fixtures (3,283,959) (33,911) - (3,317,870) Total accumulated depreciation (16,618,019) (930,088) - (17,548,107) Total capital assets being depreciated 13,704,431 (930,088) - 12,774,343 Capital assets, net 16,604,028$ (930,088)$ -$ 15,673,940$ Town of Westlake Notes to the Financial Statements 58 Note 5. Long-Term Debt The Town issues general obligation bonds, certificates of obligation and tax notes to provide for the acquisition and construction of major capital facilities and infrastructure. Combination tax and revenue certificates of obligation are issued for both governmental and business-type activities. General obligation bonds, governmental revenue bonds and tax notes pledge the full faith and credit of the Town. A summary of long-term debt transactions for the year ended September 30, 2020, was as follows: Amount Beginning Ending Due within Balance Additions Reductions Balance One year Governmental activities: General obligation bonds other obligations 32,171,250$ -$ (1,613,350)$ 30,557,900$ 1,651,350$ Unamortized bond premium 1,379,285 - (99,812) 1,279,473 - Notes payable 165,050 - (36,677) 128,373 36,677 Capital leases - 585,623 (187,611) 398,012 195,108 Compensated absences 531,355 194,622 (357,738) 368,239 36,824 Total OPEB liability - TMRS 48,524 25,031 - 73,555 - Net OPEB liability - TRS 2,950,588 - (119,869) 2,830,719 - Net pension liability - TMRS 1,550,870 - (267,960) 1,282,910 - Net pension liability - TRS 1,489,525 13,389 - 1,502,914 - Total governmental activities 40,286,447$ 818,665$ (2,683,017)$ 38,422,095$ 1,919,959$ Amount Beginning Ending Due within Balance Additions Reductions Balance One year Business-type activities: Certificates of obligation 2,999,750$ -$ (108,650)$ 2,891,100$ 113,650$ Contractual obligations 4,800,109 - (120,165) 4,679,944 4,679,944 Unamortized bond premium 27,537 - (1,172) 26,365 - Compensated absences 92,056 46,032 (69,057) 69,031 6,903 Total OPEB liability - TMRS 5,960 3,075 - 9,035 - Net pension liability - TMRS 190,491 - (32,913) 157,578 - Total business-type activities 8,115,903$ 49,107$ (331,957)$ 7,833,053$ 4,800,497$ The Town’s accrued interest for general obligation bonds reported in governmental activities was $132,442 and certificates of obligation reported in business-type activities for $32,977. Town of Westlake Notes to the Financial Statements 59 General Obligation Bonds, Tax Notes and Certificates of Obligation General obligation bonds, tax notes and certificates of obligation are as follows as of September 30, 2020: Final Business- Maturity Interest Rates Governmental Type $2,095,000 Combination Tax and Revenue Certificates of Obligation, Series 2011 2031 3.25% 1,303,000$ -$ $7,375,000 General Obligation Refunding Bonds, Series 2011 2028 2.0-4.0% 4,215,000 - $9,320,000 Certificates of Obligation, Series 2013 2043 2.0-4.0% 7,128,900 881,100 $2,200,000 General Obligation Refunding Bonds, Series 2013 2028 2.0-2.5% 1,225,000 - $9,180,000 Certificate of Obligation Bonds, Series 2016 2046 2.0-5.0% 8,565,000 - $5,795,000 General Obligation Refunding Bonds, Series 2017 2032 2.0-5.0% 5,700,000 - $1,530,000 Tax Notes, Series 2017 2024 2.0-5.0% 901,000 - $1,910,000 General Obligation Refunding Bonds, Series 2014 2032 2.0-5.0% 1,520,000 - $2,100,000 Certificates of Obligation, Series 2018 2028 2.0-2.7% - 2,010,000 30,557,900$ 2,891,100$ General Obligations Bonds, Tax Notes, and Certificates of Obligation Debt service requirements of certificates of obligation and general obligations to be retired from governmental funds are as follows: Total Principal Interest Requirements 1,651,350$ 1,037,343$ 2,688,693$ 1,699,250 992,212 2,691,462 1,742,700 945,371 2,688,071 1,796,600 894,734 2,691,334 1,594,600 841,342 2,435,942 8,819,200 3,328,520 12,147,720 5,805,000 1,819,199 7,624,199 3,532,700 1,129,867 4,662,567 3,416,500 402,014 3,818,514 500,000 10,000 510,000 30,557,900$ 11,400,602$ 41,958,502$ Total Year Ending September 30, 2021 2022 2023 2024 2026-2030 2031-2035 2025 2036-2040 2041-2045 2046 Town of Westlake Notes to the Financial Statements 60 Debt service requirements of certificates of obligation to be retired from proprietary funds as follows: Total Principal Interest Requirements 113,650$ 86,717$ 200,367$ 114,750 84,051 198,801 120,300 81,173 201,473 121,400 78,075 199,475 121,400 74,884 196,284 703,800 319,064 1,022,864 830,000 198,879 1,028,879 617,300 69,238 686,538 148,500 9,086 157,586 2,891,100$ 1,001,167$ 3,892,267$ Total 2023 2025 2026-2030 2024 2036-2040 2041-2043 2031-2035 September 30, 2022 Year Ending 2021 Notes Payable In March 2014, the Town received a $366,774 loan from Bennett Benner Pettit, the proceeds of which were used to fund a portion of the Westlake Academy expansion project. The terms of the note call for ten annual payments at 0% interest. Note September 30, Payments 36,677 36,677 36,677 18,342 128,373$ 2024 Total 2022 2023 2021 Year Ending Capital Leases In 2020, the Academy acquired equipment and software with a historical cost of $585,623 under a capital lease. The following schedule shows the future minimum payments under the lease as of August 31, 2020: Annual Principal Interest Lease Payments 195,108$ 12,814$ 207,922$ 202,904 5,017 207,921 398,012$ 17,831$ 415,843$ Year Ending August 31, 2021 2022 Total Town of Westlake Notes to the Financial Statements 61 Contractual Obligations Proprietary funds contractual obligations as of September 30, 2020 are as follows: Business- Maturity Interest Rate Type Limited pledge contractual obligation: Dove Road Water Line and West Pump Station 2028 6.75% 4,679,944$ Contractual Obli gations Elevated Water Storage Facility - On October 9, 2000, the Town approved an interlocal agreement with the City of Keller, which provided for the joint construction, operation, maintenance and use of an elevated water storage facility and appurtenances. The Town recorded a contractual obligation of $1,466,000 based on the terms of the interlocal agreement, which requires 20 annual principal and interest payments to the City of Keller, with payments due each September 30 at interest rates ranging from 5.0% to 5.65%. The last payment to the City of Keller was made in fiscal year 2020. Dove Road Water Line and West Pump Station - In April 2000, the Town approved an agreement with the Hillwood Development Corporation (Hillwood). In the agreement, Hillwood agreed to bear all initial costs for the design, engineering and constructions of the Dove Road Water Line and the West Pump Station that will service the residents of the Town. The Town agreed to reimburse Hillwood for the cost of the project upon completion and the Town's acceptance of the project, which occurred in June 2001, solely from a $.25 charge per 1,000 gallons of usage. The Town further agreed to deposit debt service revenue of $.25 per 1,000 gallons of usage collected from Town residents to fund its repayment to Hillwood. Debt service revenue will be allocated between Hillwood service area and Town service area by 52% and 48%, respectively and deposited into two separate debt service funds that will result in debt service revenue to pay the respective share of the construction cost. The Town recorded a limited pledge contractual obligation of $4,679,944 for the project cost based upon the terms of the agreement, which requires 239 monthly principal and interest payments to Hillwood, at an interest rate of 6.75%. If the Town collects insufficient funds to pay current interest on the debt, the interest payment may be deferred. No portion of debt payments will be applied to the principal component, until all current and deferred interest is fully paid. The obligation of the Town to pay the purchase price and interest thereon is not a general obligation of the Town but is a limited recourse obligation payable solely from debt service revenue. The schedule of future payments by the Town under these agreements is as follows: Total Principal Interest Requirements -$ 10,189,745$ 10,189,745$ 4,679,944 768,278 5,448,222 4,679,944$ 10,958,023$ 15,637,967$ Past Due Total Year Ending September 30, 2021 Town of Westlake Notes to the Financial Statements 62 Prior Year Defeasance of Debt In prior years, the government defeased general obligations bonds by placing proceeds of the new bonds in an irrevocable trust account to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and the liability for the defeased bonds are not included in the government's financial statements. At September 30, 2020, there were no prior year defeased bonds outstanding. Compensated Absences Although compensated absences are liquidated by the fund to which they relate, the significant portion of the governmental activities compensated absences has typically been liquidated by the general fund. Discretely Presented Component Units – Long-Term Debt Texas Student Housing Corporation –Denton Project The long-term debt activity of the Denton Project is as follows: Amounts Beginning Ending Due Within Balance Increases Decreases Balance One Year Revenue Bonds: 2001 A Bonds 19,225,000$ -$ (1,085,000)$ 18,140,000$ 1,160,000$ 2001 B Bonds 3,240,000 - - 3,240,000 1,600,000 Less discount on bonds (409,929) - 37,485 (372,444) - Total 22,055,071$ -$ (1,047,515)$ 21,007,556$ 2,760,000$ The Bonds are payable solely from the revenues generated by the Denton Property and are secured by the revenues pledged and assigned under the terms of the Trust Indenture. The Town of Westlake does not have any liability for the payment of the bonds as the bonds are non-recourse to both the Town of Westlake and Texas Student Housing Authority. Interest rates on the bonds range from 5.00% to 11.00% and are payable semi-annually on July 1 and January 1 of each year thereafter. At August 31, 2020, the Project was not in compliance with certain covenants of the Indenture including insufficient funds in some of the required funds and a fixed charges ratio less than 1.25. In addition, all required principal payments on the Series B bonds had not been made as of August 31, 2020. Upon certain events of default either the trustee, or owners of not less than 25% in aggregate principal of the bonds then outstanding, may declare the principal and all interest then due to be immediately due and payable. Town of Westlake Notes to the Financial Statements 63 The debt service requirements of the bonds are as follows: Total Principal Interest Requirements 1,510,000$ 9,961,914$ 11,471,914$ 1,250,000 1,431,730 2,681,730 1,330,000 1,343,530 2,673,530 1,430,000 1,248,483 2,678,483 1,535,000 1,145,963 2,680,963 1,645,000 1,035,835 2,680,835 10,185,000 3,220,028 13,405,028 2,495,000 181,283 2,676,283 21,380,000$ 19,568,766$ 40,948,766$ Year Ending 2026-2030 2025 August 31, Past Due 2022 2024 2023 2021 2031 Texas Student Housing Corporation – College Station Project The Project's installment note payable is summarized as follows: Rate Balance Cambridge Student Housing Financing Company, L.P.; substantially all assets and assi gnment of rents: due November 1, 2039 8.00% 28,205,000$ Lender/Security/Due/Date The following is a summary of long-term debt transactions of the Project for the year ended August 31, 2020: Amounts Beginning Ending Due Within Balance Increases Decreases Balance One Year Revenue Certificates 28,205,000$ -$ -$ 28,205,000$ 3,215,800$ Town of Westlake Notes to the Financial Statements 64 The debt is to be amortized through 2040 with varying payments. The annual requirements to amortize the Project’s outstanding installment notes payable as of August 31, 2020 are as follows: Year Ending August 31, Principal Interest Total 2,385,800$ 27,285,485$ 29,671,285$ 830,000 1,530,858 2,360,858 895,000 1,464,122 2,359,122 495,000 1,410,935 1,905,935 530,000 1,372,495 1,902,495 570,000 1,331,160 1,901,160 3,575,000 5,912,733 9,487,733 5,155,000 4,275,367 9,430,367 13,769,200 1,854,218 15,623,418 Total 28,205,000$ 46,437,373$ 74,642,373$ 2021 2022 2036-2040 Past Due 2023 2024 2025 2026-2030 2031-2035 Class C and D bonds are in default and the property does not generate enough revenue to pay the debt obligations. All of the Class C and D bonds issued remain outstanding as of August 31, 2020. Each class has certain rights and privileges, as contained in the private placement memorandum. As a part of the offering, the Project entered into a trust agreement with The Bank of New York (the Trustee) for the purpose of determining that each class is paid in accordance with the private placement memorandum. At August 31, 2020, the Project was not in compliance with the fixed charge coverage ratio. As a result, the lender may accelerate the maturity of the unpaid portion of the principal payable under the installment sale agreement. However, the Authority does not anticipate this event will occur, since foreclosure by private interests would result in the loss of tax-exempt status for the Project. The Town of Westlake does not have any liability for the payment of debt of the discretely presented component units as the bonds are non-recourse to both the Town and Texas Student Housing Authority. Note 6. Unearned Revenue / Deferred Inflows of Resources Unearned revenue in the proprietary fund of $289,048 relates to the collection of the entire amount due on twelve Ductbank leases as follows: three leases with AT&T local network services ranging from 5 – 30 years; six leases with Verizon Southwest ranging from 5-30 years; one five-year lease with MCI Metro; one five-year lease with L3 Communications for use of the Town's Ductbank; and one five-year lease with Charter. Governmental funds report deferred inflows of resources in connection with receivables for revenue that is not considered to be available to liquidate liabilities of the current period. At the end of the current fiscal year, deferred inflows of resources reported in the governmental funds consist of $5,818 and $1,917 of unavailable property taxes in the general fund and debt service fund, respectively. The unavailable contribution of $1,777 reported in the Westlake Academy fund is from the Town (general fund) with a time constraint to be used for fiscal year 2021. Town of Westlake Notes to the Financial Statements 65 Note 7. Interlocal Agreement with the City of Southlake In August 1995, the Town entered into an agreement with the Town of Southlake to allow the Town to utilize capacity in a sewer line and to set forth their respective rights and obligations with respect to the sewer line owned by the City of Southlake. The Town is obligated to share in the cost of construction, operation and maintenance of the sewer line. The sewer line was constructed in 2000. Additionally, the Town must pay the Town of Southlake all transportation, treatment and related costs allocable to the metered flow of sewage from the Town into the sewer line. Note 8. Federal and State Program Revenues The Town received financial assistance from various federal and state governmental agencies in the form of grants for Westlake Academy. The disbursement of funds received under these programs generally requires compliance with terms and conditions specified in the grant agreements and are subject to audit by the grantor agencies. Any unallowed disbursement resulting from such audits becomes a liability of the Town. In the opinion of the Town management, no material refunds will be required as a result of unallowed disbursements (if any) by the grantor agencies. Sources of federal and state program revenues for the year ended September 30, 2020, were as follows: Westlake Academy Federal program revenues: U.S. Department of Education - Passed through State Department of Education Total federal program revenues 137,910$ State program revenues: State Department of Education 8,011,061$ Source Note 9. Interfund Balances and Transactions Interfund receivables and payables at September 30, 2020, were as follows: Due from Due to Other Funds Other Funds General fund 249,766$ -$ Nonmaj or governmental funds: 4B Economic Development Fund - 249,766 249,766$ 249,766$ The 4B Economic Development Corporation Fund amount of $249,766 payable to the General Fund is related to sales tax. Inter-fund transfers are reported in the governmental funds and proprietary fund financial statements. In the government-wide statements, inter-fund transfers are eliminated within the governmental activities column and business-type column, as appropriate. Town of Westlake Notes to the Financial Statements 66 Individual fund transfers for fiscal year 2020 were as follows: Transfer out Transfer in Amount Purpose General Fund Debt Service Fund 272,089$ Debt service payments Capital projects fund Nonmajor Governmental 100,000 Accumulate funds for expenditures Westlake Academy Expansion Capital projects fund 100,000 For Westlake Academy capital projects Nonmajor Governmental Westlake Academy Expansion 280,000 For Westlake Academy capital projects Nonmajor Governmental Debt Service Fund 1,844,725 Debt service payments Utility Fund General Fund 77,158 Fort Worth impact revenue 2,673,972$ Note 10. Water Purchase and Wastewater Treatment Contracts The Town has a contract with the City of Fort Worth, Texas, to purchase water. Under the contract, the Town may obtain from the City of Fort Worth, a supply of potable water at a reasonable rate based on water usage. The rate charges are subject to minimum annual contract payments. Water expense for the year ended September 30, 2020 was $1,201,671. Note 11. Town of Westlake and Westlake Academy Pension Plans The Town provides for two pension plans; one provides for defined retirement pension benefits to the Town’s employees, Texas Municipal Retirement System - TMRS, and the other provides defined retirement pension benefits to teachers at Westlake Academy, Teacher Retirement System of Texas (TRS). Both plans are described in detail below. Aggregate amounts for the two pension plans are as follows: TMRS TRS Total Pension Liability 1,440,488$ 1,502,914$ 2,943,402$ Deferred outflows of resources 689,373 955,246 1,644,619 Deferred inflows of resources 290,909 268,967 559,876 Pension Expense 639,541 1,192,380 1,831,921 TMRS Plan Description The Town participates as one of 888 plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas Government Code (the TMRS Act) as an agent multiple-employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six-member Board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS’s defined benefit pension plan is a tax-qualified plan under Section 401 (a) of the Internal Revenue Code. TMRS issues a publicly available comprehensive annual financial report (CAFR) that can be obtained by writing to TMRS, P.O. Box 149153, Austin, Texas, 78714-9153 or by calling 800-924-8677. In addition, the report is available on TMRS’ website at www.tmrs.com. All eligible employees of the Town are required to participate in TMRS. Town of Westlake Notes to the Financial Statements 67 TMRS Benefits Provided TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the Town, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee’s contributions, with interest, and the Town-financed monetary credits with interest were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven payments options. Members may also choose to receive a portion of their benefit as a Partial Lump Sum Distribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member’s deposits and interest. TMRS Employees Covered By Benefit Terms At the December 31, 2019 valuation and measurement date, the following employees were covered by the benefit terms: Inactive employees of beneficiaries currently receiving benefits 13 Inactive employees entitled to but not yet receiving benefits 27 Active employees 45 85 TMRS Contributions The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the Town matching percentages are either 100%, 150%, or 200%, both as adopted by the governing body of the Town. Under the state law governing TMRS, the contribution rate for each Town is determined annually by the actuary, using the Entry Age Normal (EAN) actuarial cost method. The actuarially determined rate is the estimated amount necessary to finance the cost of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. Employees for the Town were required to contribute 7% of their annual gross earnings during the fiscal year. The contribution rates for the Town were 11.80% and 11.77% in calendar years 2019 and 2020, respectively. The Town’s contributions to TMRS for the year ended September 30, 2020, were $478,059, and were equal to the required contributions. TMRS Net Pension Liability The Town’s Net Pension Liability (NPL) was measured as of December 31, 2019, and the Total Pension Liability (TPL) used to calculate the Net Pension Liability was determined by an actuarial valuation as of that date. TMRS Actuarial Assumptions The Total Pension Liability in the December 31, 2019 actuarial valuation was determined using the following actuarial assumptions:  Inflation 2.5% per year  Overall payroll growth 3.5% to 11.5%, including inflation  Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation  Amortization method: Level percentage of payroll, closed  Actuarial Cost Method: Entry Age Normal Town of Westlake Notes to the Financial Statements 68 Salary increases were based on a service-related table. Mortality rates for post-retirement were based on the 2019 Municipal Retirees of Texas Mortality Tables. The rates are projected on a fully generational basis with the scale UMP. Mortality rates for pre-retirement were based on PUB(10) mortality tables, with the Public Safety table used for males and the General Employee table used for females. The rates are projected on a fully generational basis with scale UMP. Actuarial assumptions used in the December 31, 2019, valuation were developed primarily from the actuarial investigation of the experience of TMRS over the four-year period from December 31, 2014 to December 31, 2018. They were first adopted in 2019 and first used in the December 31, 2019 actuarial valuations. The pension plan’s policy in regard to the allocation of invested assets is established and may be amended by the Board. Plan assets are managed on a total return basis with an emphasis on both capital appreciation and the production of income, in order to satisfy the short-term and long-term funding needs of TMRS. The long-term expected rate of return on pension plan investments was determined using a building- block method in which best estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. In determining their best estimate of a recommended investment return assumption under the various alternative asset allocation portfolios, GRS focused on the area between (1) arithmetic mean (aggressive) without an adjustment for time (conservative) and (2) the geometric mean (conservative) with an adjustment for time (aggressive). The target allocation and best estimates of arithmetic real rates of return for each major asset class are summarized in the following table: Long-Term Expected Real Asset Class Target Allocation Rate of Return (Arithmetic) Domestic Equity 17.5% 4.30 % International Equity 17.5% 6.10% Core Fixed Income 10.0% 1.00 % Non-Core Fixed Income 20.0% 3.39 % Real Return 10.0% 3.76 % Real Estate 10.0% 4.44% Absolute Return 10.0% 3.56 % Private Equity 5.0%7.75% Total 100.0% Town of Westlake Notes to the Financial Statements 69 TMRS Discount Rate The discount rate used to measure the Total Pension Liability was 6.75%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will remain at the current 7% and employer contributions will be made at the rates specified in statute. Based on that assumption, the pension plan’s Fiduciary Net Position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the Total Pension Liability. TMRS Changes in the Net Pension Liability Total Plan Net Pension Fiduciary Pension Liability Net Position Liability (a)(b)(a) - (b) Balance at 12/31/2018 8,183,993$ 6,442,632$ 1,741,361$ Chan ges for the year: Service Cost 651,255 - 651,255 Interest 570,598 - 570,598 Chan ge of benefit terms - - - Difference between expected and actual experience 131,635 - 131,635 Chan ges of assumptions 89,534 - 89,534 Contributions - employer - 470,903 (470,903) Contributions - employee - 279,349 (279,349) Net investment income - 999,440 (999,440) Benefit payments, including refunds of employee contributions (112,642) (112,642) - Administrative expense (5,628) 5,628 Other changes - (169) 169 Net Changes 1,330,380 1,631,253 (300,873) Balance at 12/31/19 9,514,373$ 8,073,885$ 1,440,488$ Increase (Decrease) Net Pension Liability as a Percentage of Covered Payroll is 36.36%. Town of Westlake Notes to the Financial Statements 70 TMRS Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the Town, calculated using the discount rate of 6.75%, as well as what the Town’s net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower (5.75%) or 1-percentage-point higher (7.75%) than the current rate: 1% Decrease in 1% Increase in Discount Rate Discount Rate Discount Rate (5.75%) (6.75%) (7.75%) Net pension liability 2,921,522$ 1,440,488$ 222,317$ TMRS Pension Plan Fiduciary Net Position Detailed information about the pension plan’s Fiduciary Net Position is available in a separately-issued TMRS financial report. That report may be obtained on the Internet at www.tmrs.com. TMRS Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions For the year ended September 30, 2020, the Town recognized pension expense of $639,541. At September 30, 2020, the Town reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Difference between expected and actual economic experience 250,080$ 51,404$ Changes in actuarial assumptions 87,548 - Difference between projected and actual investment earnings - 239,505 Contributions subsequent to the measurement date 351,745 - Total 689,373$ 290,909$ $351,745 reported as deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability for the year ending September 30, 2021. Town of Westlake Notes to the Financial Statements 71 Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Year ended Net Deferred September 30, Outflows (Inflows) 2021 44,766$ 2022 (1,262) 2023 66,740 2024 (69,969) 2025 6,444 Total 46,719$ Defined Benefit Pension Plan – TRS TRS Plan Description The Academy participates in a cost-sharing multiple-employer defined benefit pension that has a special funding situation. The plan is administered by the Teacher Retirement System of Texas (TRS). TRS’s defined benefit pension plan is established and administered in accordance with the Texas Constitution, Article XVI, Section 67 and Texas Government Code, Title 8, Subtitle C. The pension trust fund is a qualified pension trust under Section 401(a) of the Internal Revenue Code. The Texas Legislature establishes benefits and contribution rates within the guidelines of the Texas Constitution. The pension’s Board of Trustees does not have the authority to establish or amend benefit terms. All employees of public, state-supported educational institutions in Texas who are employed for one-half or more of the standard work load and who are not exempted from membership under Texas Government Code, Title 8, Section 822.002 are covered by the system. TRS Pension Plan Fiduciary Net Position Detailed information about the Teacher Retirement System’s fiduciary net position is available in a separately issued Comprehensive Annual Financial Report that includes financial statements and required supplementary information. That report may be obtained on the Internet at http://www.trs.state.tx.us/about/documents/cafr.pdf#CAFR; by writing to TRS at 1000 Red River Street, Austin, TX, 78701-2698; or by calling (512) 542-6592. TRS Benefits Provided TRS provides service and disability retirement, as well as death and survivor benefits, to eligible employees (and their beneficiaries) of public and higher education in Texas. The pension formula is calculated using 2.3 percent (multiplier) times the average of the five highest annual creditable salaries times years of credited service to arrive at the annual standard annuity except for members who are grandfathered, the three highest annual salaries are used. The normal service retirement is at age 65 with five years of credited service or when the sum of the member’s age and years of credited service equals 80 or more years. Early retirement is at age 55 with five years of service credit or earlier than 55 with 30 years of service credit. There are additional provisions for early retirement if the sum of the member’s age and years of service credit total at least 80, but the member is less than age 60 or 62 depending on date of employment, or if the member was grandfathered in under a previous rule. There are no automatic post- employment benefit changes; including automatic COLAs. Ad hoc post-employment benefit changes, including ad hoc COLAs can be granted by the Texas Legislature as noted in the Plan description above. Town of Westlake Notes to the Financial Statements 72 TRS Contributions Contribution requirements are established or amended pursuant to Article 16, section 67 of the Texas Constitution which requires the Texas legislature to establish a member contribution rate of not less than 6% of the member’s annual compensation and a state contribution rate of not less than 6% and not more than 10% of the aggregate annual compensation paid to members of the system during the fiscal year. Employee contribution rates are set in state statute, Texas Government Code 825.402. The Texas Pension Reform Bill (Senate Bill 12) of the 86th Texas Legislature amended Texas Government Code 825.402 for member contributions and increased both employee and employer contribution rates for plan years 2020 through 2025. 2019 2020 Member 7.70% 7.70% Non-employer contributing entity (State) 6.80% 7.50% Employers (District) 6.80% 7.50% Employers (District - Non-OASDI)* 1.50% 1.50% 2019 Employer contributions 230,148$ 2019 Member contributions 462,758$ 2019 NECE on-behalf contributions 354,995$ Contribution rates *SB12 requires an increase in employer contributions by public school districts, charter schools and regional education service centers. Prior to SB12 only those employers not participating in social security were required to pay a 1.5% contribution (Non-OASDI surcharge). Beginning September 1, 2019, all employers are required to pay the Public Education Employer contribution irrespective of participation in social security. Contributors to the plan include members, employers and the State of Texas as the only non-employer contributing entity. The State contributes to the plan in accordance with state statutes and the General Appropriations Act (GAA). As the non-employer contributing entity for public education and junior colleges, the State of Texas contributes to the retirement system an amount equal to the current employer contribution rate times the aggregate annual compensation of all participating members of the pension trust fund during that fiscal year reduced by the amounts described below which are paid by the employers. Employers (public school, junior college, other entities or the State of Texas as the employer for senior universities and medical schools) are required to pay the employer contribution rate in the following instances:  On the portion of the member's salary that exceeds the statutory minimum for members entitled to the statutory minimum under Section 21.402 of the Texas Education Code.  During a new member’s first 90 days of employment.  When any part or all of an employee’s salary is paid by federal funding sources, a privately sponsored source, from non-educational and general, or local funds.  On 1.5% of covered payroll. This contribution, known as the Public Education Employer Contribution, replaced the non-OASDI surcharge that was in effect until 2019. Town of Westlake Notes to the Financial Statements 73 In addition to the employer contributions listed above, there are two additional surcharges an employer is subject to:  When employing a retiree of the Teacher Retirement System the employer shall pay both the member contribution and the state contribution as an employment after retirement surcharge.  When a school district or charter school does not contribute to the Federal Old-Age, Survivors and Disability Insurance (OASDI) Program for certain employees, they must contribute 1.5% of the state contribution rate for certain instructional or administrative employees; and 100% of the state contribution rate for all other employees. TRS Actuarial Assumptions The total pension liability in the August 31, 2019 actuarial valuation was determined using the following actuarial assumptions: Valuation Date August 31, 2018 rolled forward to August 2019 Actuarial Cost Method Individual Entry Age Normal Asset Valuation Method Market Value Single Discount Rate 7.25% Long-term expected Investment Rate of Return* 7.25% Municipal bond rate as of August 2018 2.63%. Source for the rate is the fixed Income Market Data/Yield Curve/Date Municipal Bonds with 20 Years to maturity that include only federally tax-exempt Municipal bonds as reported in Fidelity Index’s “20-Year Municipal GO AA Index” Inflation 2.30% Salary increases including inflation 3.50% to 9.50% includes inflation Ad hoc post-employment benefit changes None Active mortality rates Based on 90% of the RP 2014 Employing Mortality Tables for males and females with full generational mortality. The post- retirement mortality rates for healthy lives were based on the 2018 TRS of Texas Health Pensioner Mortality Tables with full Generational projection using the ultimate Improvement rates from the most recently Published projective scale U-MP. The actuarial methods and assumptions are primarily based on a study of actual experience for the four-year period ending August 31, 2017 and adopted on September 24, 2018. Town of Westlake Notes to the Financial Statements 74 TRS Discount Rate The discount rate used to measure the total pension liability was 7.25%. The single discount rate was based on the expected rate of return on pension plan investments of 7.25% and a municipal bond rate of 2.63%. The projection of cash flows used to determine the discount rate assumed that contributions from plan members and those of the contributing employers and the non-employer contributing entity are made at the statutorily required rates. Based on those assumptions, the pension plan’s fiduciary net position was sufficient to finance the benefit payments until the year 2069. As a result, the long-term expected rate of return on pension plan investments was applied to projected benefit payments through the year 2069, and the municipal bond rate was applied to all benefit payments after that date. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best- estimates ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of geometric real rates of return for each major asset class included in the Systems target asset allocation as of August 31, 2019 are summarized below: Long-term Expected Portfolio 2019 PY Target Net Target Real Rate of Allocation* Allocation** Return *** Global Equity U.S. 18% 18.0% 6.4% Non-U.S. Developed 13% 13.0% 6.3% Emerging Markets 9% 9.0% 7.3% Directional Hedge Funds 4% 0.0% 0.0% Private Equity 13% 14.0% 8.4% Stable Value U.S. Treasuries 11% 16.0% 3.4% Absolute Return 4% 5.0% 4.5% Stable Value Hedge Funds 0% 0.0% 0.0% Cash 0% 0.0% 0.0% Real Return Global Inflation Linked Bonds 3% 0.0% 0.0% Real Assets 14% 16.0% 8.5% Ener gy and Natural Resources 5%6.0%7.3% Commodities 0% 0.0% 0.0% Risk Parity Risk Parity 5% 8.0% 5.8%/6.5% **** Asset Allocation Leverage 2.5% Cash 1% 2.0% Asset Allocat ion Leverage0%-6.0%2.7% Total 100.0% 7.2% Asset Class * FY 2019 Target Allocation based on the Strategic Asset Allocation dated 10/1/2018 ** New Target allocation based on the Strategic Asset Allocation dated 10/1/2019 *** 10-Year annualized geometric nominal returns include the real rate of return and inflation of 2.1% **** New Target Allocation groups Government Bonds within the stable value allocation. This include global sovereign nominal and inflation-linked bonds Town of Westlake Notes to the Financial Statements 75 TRS Discount Rate Sensitivity Analysis The following schedule shows the impact of the Net Pension Liability if the discount rate used was 1% less than and 1% greater than the discount rate that was used (7.25%) in measuring the 2019 Net Pension Liability. 1% Decrease in Discount 1% Increase in Discount Rate (6.25%) Rate (7.25%) Discount Rate (8.25%) Academy's proportionate share of the TRS net pension liability 2,310,197$ 1,502,914$ 848,859$ TRS Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions At August 31, 2020, the Academy reported a liability of $1,502,914 for its proportionate share of the TRS’s net pension liability. This liability reflects a reduction for State pension support provided to the Academy. The amount recognized by the Academy as its proportionate share of the net pension liability, the related State support, and the total portion of the net pension liability that was associated with the Academy were as follows: Academy's proportionate share of the collective net pension liability 1,502,914$ State's proportionate share that is associated with Academy 5,272,547 6,775,461$ The net pension liability was measured as of August 31, 2018 and rolled forward to August 31, 2019 and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as August 31, 2018 rolled forward to August 31, 2019. The employer’s proportion of the net pension liability was based on the employer’s contributions to the pension plan relative to the contributions of all employers to the plan for the period September 1, 2018 thru August 31, 2019. At August 31, 2019, the employer’s proportion of the collective net pension liability was 0.0028912% which was an increase of 0.00001851% from its proportion measured as of August 31, 2018. TRS Changes since the Prior Actuarial Valuation The following were changes to the actuarial assumptions or other inputs that affected measurement of the total pension liability since the prior measurement period.  The single discount rate as of August 31, 2018 was a blended rate of 6.907% and that has changed to the long-term rate of return of 7.25% as of August 31, 2019.  With the enactment of Senate Bill 3 by the 2019 Texas Legislature, an assumption has been made about how this would impact future salaries. It is assumed that eligible active members will each receive a $2,700 increase in plan year 2020. For the year ended August 31, 2019, the Academy recognized pension expense of $1,192,380 and revenue of $828,243 for support provided by the State. Town of Westlake Notes to the Financial Statements 76 At August 31, 2020, the Academy reported its proportionate share of the TRS’s deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Difference between expected and actual economic experience 6,314$ 52,184$ Changes in actuarial assumptions 466,278 192,688 Changes in proportionate share 237,415 24,095 Difference between projected and actual investment earnings 15,091 - Contributions paid to TRS subsequent to the measurement date 230,148 - Total 955,246$ 268,967$ The $230,148 reported as a deferred outflow of resources resulting from Academy contributions made subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ending August 31, 2021. The other amounts of the employer’s balances of deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Year Ended Net Deferred Aug. 31, Outflows (Inflows) 2021 143,456$ 2022 120,512 2023 86,421 2024 83,164 2025 32,429 Thereafter (9,851) Total 456,131$ Town of Westlake Notes to the Financial Statements 77 Note 12. Other Post-Employment Benefits (OPEB) The Town provides for two other post-employment benefit (OPEB) plans; one provides for postemployment health insurance benefits for teachers at Westlake Academy through a multiple- employer defined benefit medical plan Texas Public School Retired Employees Group Insurance Program (TRS-Care), and the other is the Texas’ Municipal Retirement System Supplemental Death Benefits Fund (TMRS-SDBF), a single employer defined benefit OPEB plan for the Town employees. Both plans are described in detail below. Aggregate amounts for the two OPEB plans are as follows: TMRS SDBF TRS-Care Total OPEB Liability 82,590$ 2,830,719$ 2,913,309$ Deferred outflows of resources 25,295 397,462 422,757 Deferred inflows of resources 4,928 1,224,611 1,229,539 OPEB Expense 11,524 187,014 198,538 TMRS-SDBF Plan Description Texas Municipal Retirement System (“TMRS”) administers a defined benefit group-term life insurance plan known as the Supplemental Death Benefits Fund (“SDBF”). This is a voluntary program in which participating member cities may elect, by ordinance, to provide group-term life insurance coverage for their active members, including or not including retirees. Employers may terminate coverage under and discontinue participation in the SDBF by adopting an ordinance before November 1 of any year to be effective the following January 1. The Town has elected to participate in the SDBF for its active members including retirees. As the SDBF covers both active and retiree participants, with no segregation of assets, the SDBF is considered to be an unfunded single-employer OPEB plan (i.e. no assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement No. 75) for Town reporting. TMRS-SDBF Benefits Provided The death benefit for active employees provides a lump-sum payment approximately equal to the employee’s annual salary (calculated based on the employee’s actual earnings, for the 12-month period preceding the month of death). The death benefit for retirees is considered an other postemployment benefit (“OPEB”) and is a fixed amount of $7,500. At the December 31, 2019 valuation and measurement date, the following employees were covered by the benefit terms: Inactive employees currently receiving benefits 8 Inactive employees entitled to but not yet receiving benefits 4 Active employees 45 57 Town of Westlake Notes to the Financial Statements 78 TMRS-SDBF Contributions The member city contributes to the SDBF at a contractually required rate as determined by an annual actuarial valuation. The rate is equal to the cost of providing one-year term life insurance. The funding policy for the SDBF program is to assure that adequate resources are available to meet all death benefit payments for the upcoming year. The intent is not to pre-fund retiree term life insurance during employees’ entire careers. Contributions are made monthly based on the covered payroll of employee members of the participating member city. The contractually required contribution rate is determined annually for each Town. The rate is based on the mortality and service experience of all employees covered by the SDBF and the demographics specific to the workforce of the city. There is a one-year delay between the actuarial valuation that serves as the basis for the employer contribution rate and the calendar year when the rate goes into effect. The funding policy of this plan is to assure that adequate resources are available to meet all death benefit payments for the upcoming year. The retiree portion of contribution rates to the SDBF for the Town was 0.019% and 0.019% in calendar years 2019 and 2020. The Town’s contributions to the SDBF for the year ended September 30, 2020 were $7,712, and were equal to the required contributions. TMRS-SDBF Total OPEB Liability The Town’s Total OPEB Liability (TOL) was measured as of December 31, 2019 and was determined by an actuarial valuation as of that date. TMRS-SDBF Actuarial Assumptions The Total OPEB Liability in the December 31, 2019 actuarial valuation was determined using the following actuarial assumptions: Inflation 2.5% per year Salary increases 3.5% to 11.5% including inflation Discount rate 2.75% Retiree's share of benefit-related costs $0 Salary increases were based on a service-related table. Salary increases were based on a service - related table. Mortality rates for post-retirement were based on the 2019 Municipal Retirees of Texas Mortality Tables. The rates are projected on a fully generational basis with scale UMP. Mortality rates for pre- retirement were based on PUB(10) mortality tables, with the Public Safety table used for males and the General Employee table used for females. The rates are projected on a fully generational basis with scale UMP. Actuarial assumptions used in the December 31, 2019 valuation were developed primarily from the actuarial investigation of the experience of TMRS over the four-year period from December 31, 2014 to December 31, 2018. They were first adopted in 2019 and first used in the December 31, 2019 actuarial valuation. The discount rate used to measure the Total OPEB Liability was 2.75% and was based on the Fidelity Index’s “20-Year Municipal GO AA Index” rate as of December 31, 2019. Town of Westlake Notes to the Financial Statements 79 TMRS-SDBF Changes in Total OPEB Liability Total OPEB Liability Balance at 12/31/2018 54,484$ Chan ges for the year: Service Cost 7,131 Interest on Total OPEB Liability 2,146 Change of benefit terms - Difference between expected and actual experience 3,831 Changes of assumptions or other inputs 15,394 Benefit payments (396) Administrative expense - Other changes - Net changes 28,106 Balance at 12/31/19 82,590$ Total OPEB Liability as a Percentage of Covered Payroll is 2.08%. TMRS-SDBF Sensitivity of the Total OPEB Liability to Changes in the Discount Rate The following presents the total OPEB liability of the Town, calculated using the discount rate of 2.75%, as well as what the Town’s total OPEB liability would be if it were calculated using a discount rate that is 1 percentage-point lower (1.75%) or 1 percentage-point higher (3.75%) than the current rate: 1% Decrease 1% Increase in Discount Discount in Discount Rate (1.75%) Rate (2.75%) Rate (3.75%) Total OPEB Liability 102,472$ 82,590$ 67,205$ Town of Westlake Notes to the Financial Statements 80 TMRS-SDBF OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB For the year ended September 30, 2020, the Town recognized OPEB expense of $11,524. At September 30, 2020, the Town reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Changes in expected and actual experience 3,332$ 1,550$ Changes in assumptions and other inputs 16,285 3,378 Contributions subsequent to the measurement date 5,678 - Total 25,295$ 4,928$ The $5,678 reported as deferred outflows of resources related to OPEB resulting from contributions subsequent to the measurement date will reduce the Total OPEB liability during the year ending September 30, 2021. The other amounts reported as deferred outflows and inflows of resources related to OPEB will be recognized in OPEB expense as follows: Fiscal Year Ended Net Deferred Sept. 30, Outflows (Inflows) 2021 2,247$ 2022 2,247 2023 2,247 2024 2,247 2025 1,847 Thereafter 3,854 Total 14,689$ TRS-Care Health Care Coverage During the period ended August 31, 2020, employees of the Academy (a blended component unit of the Town) who met minimum eligibility requirements were covered by a state-wide health care plan, TRS Active Care. The Academy's participation in this plan is renewed annually. The Academy paid into the Plan $367 per month per employee and $292 per month when the employee works less than 30 hours per week if eligible to enroll in TRS Active Care. Employees, at their option, pay premiums for any coverage above these amounts as well as for dependent coverage. The Teacher Retirement System (TRS) manages TRS Active Care. The medical plan is administered by Aetna, and Caremark Health administers the prescription drug plan. The latest financial information on the state-wide plan may be obtained by writing to the TRS Communications Department, 1000 Red River Street, Austin, Texas 78701, by calling the TRS Communications Department at 1-800-223-8778, or by downloading the report from the TRS Internet website, www.trs.state.tx.us, under the TRS Publications heading. Town of Westlake Notes to the Financial Statements 81 TRS-Care Defined Other Post Employment Benefit Plan TRS-Care Plan Description The Academy participates in the Texas Public School Retired Employees Group Insurance Program (TRS-Care). It is a multiple-employer, cost-sharing defined Other Post-Employment Benefit (OPEB) plan that has a special funding situation. The plan is administered through a trust by the Teacher Retirement System of Texas (TRS) Board of Trustees. It is established and administered in accordance with the Texas Insurance Code, Chapter 1575. TRS-Care Plan Fiduciary Net Position Detail information about the TRS-Care’s fiduciary net position is available in the separately-issued TRS Comprehensive Annual Financial Report that includes financial statements and required supplementary information. That report may be obtained on the Internet at http://www.trs.state.tx.us/about/documents/cafr.pdf#CAFR; by writing to TRS at 1000 Red River Street, Austin, TX, 78701-2698; or by calling (512) 542-6592. TRS-Care Benefits Provided TRS-Care provides a basic health insurance coverage (TRS-Care 1), at no cost to all retirees from public schools, charter schools, regional education service centers and other educational academies who are members of the TRS pension plan. Optional dependent coverage is available for an additional fee. Eligible retirees and their dependents not enrolled in Medicare may pay premiums to participate in one of two optional insurance plans with more comprehensive benefits (TRS-Care 2 and TRS-Care 3). Eligible retirees and dependents enrolled in Medicare may elect to participate in one of the two Medicare health plans for an additional fee. To qualify for TRS-Care coverage, a retiree must have at least 10 years of service credit in the TRS pension system. The Board of Trustees is granted the authority to establish basic and optional group insurance coverage for participants as well as to amend benefit terms as needed under Chapter 1575.052. There are no automatic post-employment benefit changes; including automatic COLAs. The premium rates for the optional health insurance are based on years of service of the member. The schedule below shows the monthly rates for the average retiree with Medicare Parts A&B coverage, with 20 to 29 years of service for the basic plan and the two optional plans. TRS-Care 2 Medicare Non-Medicare Retiree* 135$ 200$ Retiree and spouse 529 689 Retiree* and children 468 408 Retiree and family 1,020 999 * or surviving spouse TRS-Care Plan Premium Rates Effective September 1, 2019 - December 31, 2019 Town of Westlake Notes to the Financial Statements 82 TRS-Care Contributions Contribution rates for the TRS-Care plan are established in state statute by the Texas Legislature, and there is no continuing obligation to provide benefits beyond each fiscal year. The TRS-Care plan is currently funded on a pay-as-you-go basis and is subject to change based on available funding. Funding for TRS- Care is provided by retiree premium contributions and contributions from the state, active employees, and Academy based upon Academy payroll. The TRS Board of Trustees does not have the authority to set or amend contribution rates. Texas Insurance Code, Section 1575.202 establishes the state’s contribution rate which is 1.25% of the employee’s salary. Section 1575.203 establishes the active employee’s rate which is .65% of pay. Section 1575.204 establishes an employer contribution rate of not less than 0.25 percent or not more than 0.75 percent of the salary of each active employee of the public. The actual employer contribution rate is prescribed by the Legislature in the General Appropriations Act. The following table shows contributions to the TRS-Care plan by type of contributor. 2019 2018 Active employee 0.65% 0.65% Non-employer contribution entity (state) 1.25% 1.25% Employers/District 0.75% 0.75% Federal/private funding remitted by Employers 1.25% 1.25% The contribution amounts for the Academy’s fiscal year 2020 are as follows: 2019 Employer contributions 46,278$ 2019 Member contributions 39,064 2019 NECE on-behalf contributions 56,446 In addition, the State of Texas contributed $27,410, $20,423, and $16,866 in 2020, 2019, and 2018, respectively, for on-behalf payments for Medicare Part D. In addition to the employer contributions listed above, there is an additional surcharge all TRS employers are subject to (regardless of whether or not they participate in the TRS Care OPEB program). When employers hire a TRS retiree, they are required to pay to TRS Care, a monthly surcharge of $535 per retiree. TRS-Care received supplemental appropriations from the State of Texas as the Non-Employer Contributing Entity in the amount of $73.3 million in fiscal year 2019. TRS-Care Actuarial Assumptions The actuarial valuation was performed as of August 31, 2018. Update procedures were used to roll forward the total OPEB liability to August 31, 2019. The actuarial valuation of the OPEB plan offered through TRS- Care is similar to the actuarial valuation performed for the pension plan, except that the OPEB valuation is more complex. The following assumptions used for the valuation of the TRS-Care OPEB liability are identical to the assumptions employed in the August 31, 2019 TRS annual pension actuarial valuation: Demographic Assumptions Economic Assumptions Rates of mortality General inflation Rates of retirement Wage inflation Rates of termination Salary increase Rates of disability Town of Westlake Notes to the Financial Statements 83 The demographic assumptions were developed in the experience study performed for TRS for the period ending August 31, 2017. The initial medical trend rates were 10.25% for Medicare retirees and 7.50% for non-Medicare retirees. There was an initial prescription drug trend rate of 10.25% for all retirees. The initial trend rates decrease to an ultimate trend rate of 4.50% over a period of 13 years. Valuation date Actuarial cost method Inflation 2.30% Discount Rate Aging factors Election rates Retirement; 65% participation prior to age 65 and Expenses Third-party administrative expenses related to the delivery of health care benefits are included in the Healthcare trend rates Initial medical trend rates of 107.74 percent and 9.00 percent for Medicare retirees and an initial medical trend rate of 6.75 percent for Non-medicare retirees. Initial prescription drug trend rate of 11.00 percent for all retirees. The first year trend increase for Medicare Advantage (medical) premiums reflects the anticipated return of the Health Insurer Fee (HIF) in 2020. Ad-hoc employment benefit changes None Fidelity Index’s “20-Year Municipal GO AA Index” as age- adjusted claims costs. August 31, 2018, rolled forward to August 31, 2019 Individual entry age normal Based on plan specific experience Normal 50% after age 65. 2.63%. Source from fixed income municipal bonds with 20 years to maturity that include only federal tax-exempt municipal bonds as reported in In this valuation, the impact of the Cadillac Tax has been calculated as a portion of the trend assumption. Assumptions and methods used to determine the impact of the Cadillac Tax include:  2018 thresholds of $850/$2,292 were indexed annually by 2.30%  Premium data submitted was not adjusted for permissible exclusions to the Cadillac Tax  There were no special adjustments to the dollar limit other than those permissible for non-Medicare retirees over 55. Results indicate that the value of the excise tax would be reasonably represented by a 25 point addition to the long-term trend rate assumption. Town of Westlake Notes to the Financial Statements 84 TRS-Care Discount Rate A single discount rate of 2.63% was used to measure the total OPEB liability at August 31, 2019. There was a change of 1.06% in the discount rate since August 31, 2018 measurement date. The plan is essentially a “pay-as-you-go” plan, and based on the assumption that contributions are made at the statutorily required rates, the OPEB plan’s fiduciary net position was projected to not be able to make all future benefit payments to current members and therefore, the single discount rate is equal to the prevailing municipal bond rate. The source for the rate is the Fixed Income Market Data / Yield Curve / Data Municipal Bonds with 20 years to maturity that include only federally tax-exempt municipal bonds as reported in Fidelity Index’s “20-Year Municipal GO AA Index”. TRS-Care Discount Rate Sensitivity Analysis. The following schedule shows the impact of the Net OPEB Liability if the discount rate used was 1% less than and 1% greater than the discount rate that was used (2.63%) in measuring the Net OPEB Liability. 1% Decrease in Discount 1% Increase in Discount Rate Rate Discount Rate (1.63%) (2.63%) (3.63%) Academy's proportionate share of the net OPEB liability 3,417,584$ 2,830,719$ 2,371,611$ TRS-Care Healthcare Cost Trend Rates Sensitivity Analysis. The following presents the net OPEB liability of the plan using the assumed healthcare cost trend rate, as well as what the net OPEB liability would be if it were calculated using a trend rate that is one-percentage point lower or one-percentage point higher than the assumed healthcare cost trend rate. 1% Decrease in Trend 1% Increase in Rate Rate Discount Rate Academy's proportionate share of the net OPEB liability 2,309,200$ 2,830,719$ 3,529,311$ TRS-Care OPEB Liabilities, OPEB Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEBs. At August 31, 2020, the Academy reported a liability of $2,830,719 for its proportionate share of the TRS’s Net OPEB Liability. This liability reflects a reduction for State OPEB support provided to the Academy. The amount recognized by the Academy as its proportionate share of the net OPEB liability, the related State support, and the total portion of the net OPEB liability that was associated with the Academy were as follows: Academy's proportionate share of the collective net OPEB liability 2,830,719$ State's proportionate share that is associated with Academy 3,761,390 Total 6,592,109$ The Net OPEB Liability was measured as of August 31, 2018 and rolled forward to August 31, 2019 and the Total OPEB Liability used to calculate the Net OPEB Liability was determined by an actuarial valuation as of that date. The employer’s proportion of the Net OPEB Liability was based on the employer’s contributions to the OPEB plan relative to the contributions of all employers to the plan for the period September 1, 2018 thru August 31, 2019. Town of Westlake Notes to the Financial Statements 85 At August 31, 2019 the employer’s proportion of the collective Net OPEB Liability was .0059857139% which was an increase of .0000763739% the same proportion measured as of August 31, 2018. TRS-Care Changes since the Prior Actuarial Valuation. The following were changes to the actuarial assumptions or other inputs that affected measurement of the Total OPEB liability since the prior measurement period.  The discount rate changed from 3.69% as of August 31, 2018 to 2.63% as of August 31, 2019. This change increased the total OPEB liability.  The participation rate for pre-65 retirees was lowered from 70% to 65%. The participation rate for post-65 retirees was lowered from 75% to 50%. 25% of pre-65 retirees are assumed to discontinue their coverage at age 65. There was no lapse assumption in the prior valuation. These changes decreased the total OPEB liability.  The trend rates were reset to better reflect the plan’s anticipated experience. This change increased the total OPEB liability.  The percentage of retirees who are assumed to have two-person coverage was lowered from 20% to 15%. In addition, the participation assumption for the surviving spouses of employees that die while actively employed was lowered from 20% to 10%. These changes decreased the total OPEB liability. For the year ended August 31, 2020, the Academy recognized OPEB expense of $187,014 and revenue of $99,135 for support provided by the State. At August 31, 2020, the Academy reported its proportionate share of the TRS’s deferred outflows of resources and deferred inflows of resources related to other post-employment benefits from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Differences between expected and actual economic experience 138,871$ 463,217$ Changes in actuarial assumptions 157,224 761,394 Difference between projected and actual investment earnings 305 - Changes in proportion and difference between the employer’s contributions and the proportionate share of contributions 54,784 - Contributions paid to TRS subsequent to the measurement date 46,278 - Total 397,462$ 1,224,611$ The $46,278 deferred outflow of resources resulting from Academy contributions subsequent to the measurement date will be recognized as a reduction of the net OPEB liability in the year ended August 31, 2021. Town of Westlake Notes to the Financial Statements 86 The net amounts of the remaining balances of deferred outflows and inflows of resources related to OPEB will be recognized in OPEB expense as follows: OPEB Expense Year Ended (Income) August 31, Amount 2021 (149,145)$ 2022 (149,145) 2023 (149,244) 2024 (149,303) 2025 (149,287) Thereafter (127,303) Total (873,427)$ Note 13. Risk Management The Town is exposed to various risks of loss related to torts, theft of, damage to, and destruction of assets; errors and omissions; injuries to employees, and natural disasters. The Town's general liability, workers' compensation liability, law enforcement liability, errors and omissions liability, and automobile liability coverage is insured by the Texas Municipal League, a public entity risk pool. The Town's only responsibility to the Texas Municipal League is to pay premiums for insurance and related deductible amounts of these policies. Other risk of loss is covered by commercial insurance. Settlements of claims have not exceeded coverage in the past three years. Note 14. Contingent Liabilities Litigation Various claims and lawsuits are pending against the Town. In the opinion of Town management, after consultation with legal counsel, the potential loss on these claims and lawsuits will not materially affect the Town's financial position. Circle T Municipal Utility Districts The Town and Hillwood are currently in discussions regarding the debt for Municipal Utility District's (MUDs) #1 and #3 on the Circle T property in Westlake which is controlled by AIL Investments, L.P. As this property develops, Hillwood agreed to de-annex developed property from the MUDs in exchange for pro-rata payments on water and sewer infrastructure installed by the MUDs at their inception. To date, three projects, Lexington TNI, Deloitte University, and Charles Schwab, have been or are being developed within these MUDs. Discussions regarding the Town's payment to AIL Investments, L.P. in exchange for de-annexation of these three tracks from the Circle T MUDs have taken place but have not come to a conclusion as to the settlement amounts. These discussions are ongoing until the Town receives full documentation that it determines is adequate to support the requested payments. The Town of Westlake holds full rights and privileges under the State granted Certificate of Convenience and Necessity (CCN) and can serve all water and sewer customers within these MUD boundaries regardless of the status of these negotiations. Town of Westlake Notes to the Financial Statements 87 Note 15. Solana Public Improvement District On February 24, 2014, the Town Council granted a petition by Maguire Partners-Solana Land, LP in resolution 14-07 to authorize and provide for the creation of a public improvement district, The Solana Public Improvement District (“the District”). The District encompasses approximately 85 acres currently being developed as a master-planned mixed-use development known as “Westlake Entrada” that is expected to include, among other things, condominiums, residential villas, hotels, office, retail, commercial, institutional and hospitality uses, and a wedding event center. The District was created in accordance with Chapter 372 of the Texas Local Government Code. On February 5, 2015, the Town Council approved issuance of $26,175,000 of Special Assessment Revenue Bonds, Series 2015 related to the District. The Public Improvement District Bonds (The Bonds) are special and limited obligations of the Town payable solely from the pledged revenues and other funds comprising the Trust Estate, as and to the extent provided in the indenture. The bonds do not give rise to a charge against the general credit or taxing power of the Town and are payable solely from the sources identified in the indenture. The owners of the bonds shall never have the right to demand payment thereof out of money raised or to be raised by taxation, or out of any funds of the Town other than the Trust Estate, as and to the extent provided in the indenture; and, no owner of the bonds shall have the right to demand any exercise of the Town’s taxing power to pay the principal of the bonds or the interest or redemption premium, if any, thereon. The Town shall have no legal or moral obligation to pay the bonds out of any funds of the Town other than the Trust Estate in accordance with the Texas Local Government Code. The proceeds from the bond issue are being used as follows: payment of a portion of the costs of construction, acquisition, or purchase of certain water, wastewater and roadway public improvements for the special benefit of the District; funding a reserve fund; funding capitalized interest; payment of a portion of the costs incidental to the organization of the District; and payment of the cost of issuance of the bonds. The Town is not, and will not be obligated to provide any funds to finance construction of authorized improvements. All design and construction costs of the District’s authorized public improvements will be paid from the District assessments and from other sources of funds, if any, to the extent provided in the Trust Indenture. Note 16. Tax Abatements The Town enters into economic development agreements authorized under Chapter 380 of the Texas Local Government Code and Chapter 312 of the Texas Tax Code. These agreements are planning tools designed to stimulate economic activity, redevelopment, community improvement, and provide a return on investment for the community. These programs abate or rebate property and/or sales and hotel/motel taxes and may include other incentive payments such as fee reductions or construction costs reimbursements. Economic development agreements are considered on a case-by-case basis by the Town Council and generally contain recapture provisions, which may require repayment or termination if recipients do not meet the required provisions of the economic incentives. Other Economic Agreements Chapter 380 of the Texas Local Government Code allows the Town to provide grants for the purpose of promoting local economic development. These grants are based on a percentage of property and/or sales tax received by the Town. For the fiscal year ending September 30, 2020, the Town abated $258,852 in property taxes; $130,702 in sales taxes; and $19,335 in hotel/motel taxes. Town of Westlake Notes to the Financial Statements 88 Note 17. Going Concern The 2020 financial statements were prepared assuming the Texas Student Housing entities will continue as going concerns. The Texas Student Housing entities’ bonds payable are considered to be in default due to not making full principal and interest payments and, therefore, are reported as current liabilities. This is considered an event of default by the Trustees, which gives the bondholders the right to accelerate and demand payment of the bonds in full. Management and the property managers are in the process of developing and implementing plans to increase occupancy and rental rates at the properties to improve their financial performance. Note 18. Subsequent Events The Town has evaluated all events or transactions that occurred after September 30, 2020 up through April 20, 2021, the date the financial statements were issued. During this period, there were no material subsequent events that required recognition or additional disclosure in these financial statements, except as follows: COVID-19 In March 2020, the World Health Organization declared the novel coronavirus (‘COVID-19’) a global pandemic and recommended containment and mitigation measures worldwide. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected public education, workforces, economies, and financial markets globally, potentially leading to economic downturn. It has also disrupted the normal operations of many businesses and organizations. It is not possible for management to predict the duration or magnitude of the adverse results of the outbreak and its disruptive effects on the Town’s operations and financial results at this time. 89 Required Supplementary Information 90 Town of Westlake Exhibit B-1 Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual – General Fund For the Year Ended September 30, 2020 91 Variance Favorable Original Amended Actual (Unfavorable) REVENUES Taxes Sales 5,437,500$ 5,085,001$ 5,534,125$ 449,125$ Property 1,634,916 1,725,000 1,725,951 951 Mixed beverages 62,500 40,750 41,949 1,199 Franchise 316,924 981,968 972,520 (9,448) Interest income 289,250 197,500 170,036 (27,464) Building permits and fees 2,838,560 1,878,165 1,996,834 118,669 Fines and penalties 547,426 510,709 492,435 (18,274) Intergovernmental - - 24,750 24,750 Contributions - (24,750) 12,860 37,610 Miscellaneous 26,600 44,727 126,198 81,471 Total revenues 11,153,676 10,439,070 11,097,658 658,589 EXPENDITURES Current General government 5,719,036 5,467,003 5,169,039 297,964 Public safety 3,688,420 3,672,643 3,512,456 160,187 Cultural and recreation 354,395 308,997 264,248 44,749 Public works 481,196 559,279 567,995 (8,716) Debt service Principal retirement 36,680 36,680 36,677 3 Total expenditures 10,279,728 10,044,602 9,550,415 494,187 Excess of revenues over expenditures 873,948 394,468 1,547,243 1,152,775 OTHER FINANCING SOURCES (USES) Transfers in 67,225 67,225 77,158 9,933 Transfers out (1,067,349) (293,489) (272,089) 21,400 Net other financing sources (uses) (1,000,124) (226,264) (194,931) 31,333 NET CHANGE IN FUND BALANCE (126,176) 168,204 1,352,312 1,184,108 FUND BALANCE AT BEGINNING OF YEAR 15,238,198 15,238,198 15,238,198 - FUND BALANCE AT END OF YEAR 15,112,022$ 15,406,402$ 16,590,510$ 1,184,108$ General Fund Budgeted Amounts Town of Westlake Exhibit B-2 Schedule of Revenues, Expenditures And Changes in Fund Balances Budget and Actual – Westlake Academy For the Year Ended August 31, 2020 92 Variance Favorable Original Final Actual (Unfavorable) REVENUES State program revenues 8,277,372$ 8,108,857$ 8,011,061$ (97,796)$ Federal program revenues 111,772 113,670 137,910 24,240 Interest income 20,000 18,000 17,293 (707) Local and intermediate sources 1,819,061 1,737,640 1,675,317 (62,323) Total revenues 10,228,205 9,978,167 9,841,581 (136,586) EXPENDITURES Education 9,222,497 10,231,943 9,845,685 386,258 Debt service 350,005 207,922 207,922 - Total expenditures 9,572,502 10,439,865 10,053,607 386,258 Excess (Deficiency) of revenues over (under) expenditures 655,703 (461,698) (212,026) 249,672 OTHER FINANCING SOURCES Transfers in 90,000 90,000 - (90,000) Issuance of capital lease - 585,623 585,623 - Total other financing sources 90,000 675,623 585,623 (90,000) NET CHANGE IN FUND BALANCE 745,703 213,925 373,597 159,672 FUND BALANCE AT BEGINNING OF YEAR 1,387,690 1,387,690 1,387,690 - FUND BALANCE AT END OF YEAR 2,133,393$ 1,601,615$ 1,761,287$ 159,672$ Westlake Academy Budgeted Amounts Town of Westlake Notes to Budgetary Comparison Schedules 93 Budgetary Information – The Town follows these procedures annually in establishing the budgetary data reflected in the budgetary comparison schedules: 1. The Town Manager submits to the Town Council a proposed budget for the fiscal year commencing the following October 1. The budget includes proposed expenditures and the means of financing them. 2. Prior to October 1, the budget is legally adopted through passage of an ordinance. This budget is reported as the Original Budget in the budgetary comparison schedules. 3. During the fiscal year, changes to the adopted budget may be authorized, as follows: a. Items requiring Town Council action - appropriation of fund balance reserves; transfers of appropriations between funds; new inter-fund loans or advances; and creation of new capital projects or increases to existing capital projects. b. Items delegated to the Town Manager - appropriation balances from an expenditure account to another within a single fund. 4. Expenditures were in excess of appropriations as follows for the fiscal year ended September 30, 2020:  Public works ($8,716) 5. Budget amounts are reflected after all authorized amendments and revisions. This budget is reported as the Final Budget in the budgetary comparison schedules. 6. The appropriated budget is prepared by fund, function and department. The Town's management may make transfers of appropriations within a fund. Transfers of appropriations between funds require the approval of the Town Council. The legal level of budgetary control is the fund level. The Town Council made several supplementary budget appropriations during the year. 7. Commitments are for goods or services in future years. Accounting under other commitments for the expenditure of resources are recorded to reserve a portion of the governmental funds. The budgeted commitments lapse at year-end and do not constitute expenditures or liabilities because the commitments must be re-appropriated, budgeted, and honored during the subsequent year. 8. Prior to August 25 of the preceding fiscal year, the Westlake Academy prepares a budget for the next succeeding fiscal year beginning September 1. The operating budget includes proposed expenditures and the means of financing them. A meeting of the Board of Trustees is then called for the purpose of adopting the proposed budget. Prior to September 1, the budget is legally enacted through resolution by the Board. Once a budget is approved, it can only be amended at the object, function and fund level by approval of a majority of the members of the Board. Amendments are presented to the Board at its regular meetings. Each amendment made before the fact, is reflected in the official minutes of the Board, and is not made after fiscal year end. All budget appropriations lapse at year end. Town Of Westlake Exhibit B-3 Schedule of Net Pension Liability and Related Ratios Texas Municipal Retirement System Pension Plan Last Six Measurement Years 94 2019 2018 2017 2016 2015 2014 Total pension liability Service cost 651,255$ 605,453$ 566,643$ 483,414$ 435,146$ 288,923$ Interest 570,598 493,022 439,725 371,753 317,982 264,994 Change in benefit terms - - - - - - Difference between expected and actual experience 131,635 126,691 (120,557) 212,434 96,226 176,965 Change in assumptions 89,534 - - - 139,579 - Benefit payments (112,642) (84,942) (146,316) (58,144) (38,289) (55,762) Net change in total pension liability 1,330,380 1,140,224 739,495 1,009,457 950,644 675,120 Total pension liability, beginning 8,183,993 7,043,769 6,304,274 5,294,817 4,344,173 3,669,053 Total pension liability, ending 9,514,373 8,183,993 7,043,769 6,304,274 5,294,817 4,344,173 Plan fiduciary net position Contributions, employer 470,903 472,011 400,684 330,604 290,278 172,064 Contributions, nonemployer 279,349 257,327 232,776 203,359 188,725 152,077 Net investment income 999,440 (179,608) 670,195 276,056 5,368 182,430 Benefit payments (112,642) (84,942) (146,316) (58,144) (38,289) (55,762) Administrative income (5,628) (3,463) (3,468) (3,113) (3,268) (1,904) Other (169) (181) (176) (168) (191) (127) Net change in plan fiduciary net position 1,631,253 461,144 1,153,695 748,594 442,623 448,778 Plan fiduciary net position, beginning 6,442,632 5,981,488 4,827,793 4,079,199 3,636,576 3,187,798 Plan fiduciary net position, ending 8,073,885 6,442,632 5,981,488 4,827,793 4,079,199 3,636,576 Town's net pension liability, ending 1,440,488$ 1,741,361$ 1,062,281$ 1,476,481$ 1,215,618$ 707,597$ Plan fiduciary net position as a % of total pension liability 84.86% 78.72% 84.92% 76.58% 77.04% 83.71% Covered payroll 3,961,404$ 3,676,095$ 3,325,369$ 2,905,134$ 2,696,072$ 2,172,525$ Town's net pension liability as a % of payroll 36.36% 47.37% 31.94% 50.82% 45.09% 32.57% Note: Only six years of data is presented in accordance with GASB #68, paragraph 138. “The information for all period for the 10-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many periods as are available. The schedules should not include information that is not measured in accordance with the requirements of this statement. Additional years’ will be displayed as it becomes available.” Town of Westlake Exhibit B-4 Schedule of Pension Contributions Texas Municipal Retirement System Pension Plan Last Six Fiscal Years 95 2020 2019 2018 2017 2016 2015 Actuarially determined contributions 478,059$ 473,030$ 454,421$ 419,720$ 316,618$ 277,651$ Contributions in relation to the actuarially determined contributions (478,059) (473,030) (454,421) (419,720) (316,618) (277,651) Contribution deficiency (excess)-$ -$ -$ -$ -$ -$ Covered payroll 4,058,942 3,920,565 3,676,094 3,325,369 2,821,349 2,778,776 Contributions as a percentage of covered payroll 11.78% 12.07% 12.36% 12.62% 11.22% 9.99% Note: GASB #68, paragraph 81.2.b requires that the data in this schedule be presented as of the Town’s fiscal year as opposed to the time period covered by the measurement date. Note: Only six years of data is presented in accordance with GASB #68, paragraph 138. “The information for all period for the 10-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many periods as are available. The schedules should not include information that is not measured in accordance with the requirements of this statement. Additional years’ information will be displayed as it becomes available.” Town of Westlake Exhibit B-5 Schedule of Academy’s Proportionate Share of Net Pension Liability – Teacher Retirement System Pension Plan Last Six Measurement Years 96 2019 2018 2017 2016 2015 2014 Academy's proportion of the net pension liability 0.0028912% 0.0027061% 0.0028012% 0.0027822% 0.0030945% 0.0007190% Academy's proportionate share of net pension liability 1,502,914$ 1,489,525$ 895,663$ 1,051,346$ 1,093,865$ 192,056$ State's proportionate share of net pension liability associated with the Westlake Academy 5,272,547 5,571,598 3,480,057 4,035,754 3,667,893 2,965,583 Total 6,775,461$ 7,061,123$ 4,375,720$ 5,087,100$ 4,761,758$ 3,157,639$ Academy's covered payroll 5,534,431$ 5,289,916$ 5,391,515$ 5,094,571$ 4,784,695$ 4,300,931$ Academy's proportionate share of net pension liability as a percentage of its covered payroll 27.16% 28.16% 16.61% 20.64% 22.86% 4.47% Plan fiduciary net position as a percentage of total pension liability 75.24% 73.74% 82.17% 78.00% 78.43% 83.25% Note: Only six years of data is presented in accordance with GASB #68, paragraph 138. "The information for all periods for the 10- year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement." Town of Westlake Exhibit B-6 Schedule of Pension Contributions Teacher Retirement System Pension Plan Last Six Fiscal Years (Unaudited) 97 2020 2019 2018 2017 2016 2015 Statutorily required contributions 230,148$ 100,311$ 91,593$ 131,436$ 88,399$ 92,325$ Actual contributions in relation to statutorily required contributions (230,148) (100,311) (91,593) 131,436 88,399 92,325 Contribution deficiency (excess)-$ -$ -$ -$ -$ -$ Academy's covered payroll 5,984,542$ 5,534,431$ 5,289,916$ 5,391,515$ 5,094,571$ 4,784,694$ Contributions as a percentage of Academy's covered payroll 3.85% 1.81% 1.73% 2.44% 1.74% 1.93% Note: GASB 68, Paragraph 81.2.b requires that the data in this schedule be presented as of the Academy's current fiscal year as opposed to the time period covered by the measurement date. Note: Only six years of data is presented in accordance with GASB #68, paragraph 138. "The information for all periods for the ten-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement." Town of Westlake Exhibit B-7 Schedule of Changes in the Total OPEB Liability and Related Ratios Texas Municipal Retirement System OPEB Plan Last Three Measurement Years (Unaudited) 98 2019 2018 2017 Total OPEB liability Service cost 7,131$ 7,720$ 6,318$ Interest 2,146 1,844 1,603 Change in benefit terms - - - Difference between expected and actual experience 3,831 (2,126) - Change in assumptions 15,394 (4,632) 4,872 Benefit payments (396) (5,184) 4,816 Net change in total OPEB liability 28,106 (2,378) 17,609 Total OPEB liability, beginning 54,484 56,862 39,253 Total OPEB liability, ending 82,590$ 54,484$ 56,862$ Covered payroll 3,961,404$ 3,676,094$ 3,325,369$ Total OPEB liability as a % of covered payroll 2.08% 1.48% 1.71% Note: Only three years of data is presented in accordance with GASB #75. Additional years’ information will be displayed as it becomes available. The TMRS Supplementary Death Benefit Fund (SDBF) is considered to be an unfunded OPEB plan; therefore, no plan fiduciary net position and related ratios are reported in the above schedule. Town of Westlake Exhibit B-8 Schedule of OPEB Contributions Texas Municipal Retirement System OPEB Plan Last Three Fiscal Years (Unaudited) 99 2020 2019 2018 Actuarially determined contributions 7,712$ 7,349$ 6,380$ Contributions in relation to the actuarially determined contributions (7,712) (7,349) (6,380) Contribution deficiency (excess)-$ -$ -$ Covered payroll 4,058,942$ 3,920,565$ 3,676,094$ Contributions as a percentage of covered payroll 0.19 %0.19%0.17% Note: GASB #75, paragraph 57 requires that the data in this schedule be presented as of the Town’s fiscal year as opposed to the time period covered by the measurement date. Only three years of data is presented in accordance with GASB #75. Additional years’ information will be displayed as it becomes available. The TMRS Supplementary Death Benefit Fund (SDBF) is considered to be an unfunded OPEB plan; therefore, no plan fiduciary net position and related ratios are reported in the above schedule. Town of Westlake Exhibit B-9 Schedule of Academy’s Proportionate Share of the Net OPEB Liability and Related Ratios Teacher Retirement System TRS Care Plan Last Three Measurement Years (Unaudited) 100 2019 2018 2017 Academy's proportion of the net OPEB liability 0.59857139% 0.00590934% 0.00588304% Academy's proportionate share of net OPEB liability 2,830,719$ 2,950,588$ 2,558,314$ State's proportionate share of net OPEB liability associated with the Westlake Academy 3,761,390 4,695,104 4,406,333 Total 6,592,109$ 7,645,692$ 6,964,647$ Academy's covered payroll 5,534,431$ 5,289,916$ 5,391,515$ Academy's proportionate share of net OPEB liability as a percentage of its covered payroll 51.15% 55.78% 47.45% Plan fiduciary net position as a percentage of total OPEB liability 2.66% 1.57% 0.91% Note: Only three years of data is presented in accordance with GASB #75. "The information for all periods for the 10-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement." Town of Westlake Exhibit B-10 Schedule of Academy’s OPEB Contributions Teacher Retirement System TRS Care Plan Last Three Fiscal Years (Unaudited) 101 2020 2019 2018 Statutorily required contributions 46,278$ 46,703$ 46,204$ Actual contributions in relation to statutorily required contributions (46,278) (46,703) (46,204) Contribution deficiency (excess)-$ -$ -$ Academy's covered payroll 5,984,542$ 5,534,431$ 5,289,916$ Contributions as a percentage of Academy's covered payroll 0.77% 0.84% 0.87% Note: GASB 75 requires that the data in this schedule be presented as of the Academy's current fiscal year as opposed to the time period covered by the measurement date. Note: Only three years of data is presented in accordance with GASB #75. "The information for all periods for the 10-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement.” 102 103 Combining and Individual Fund Statements and Schedules Town of Westlake Exhibit C-1 Schedule of Revenues, Expenditures and Changes In Fund Balances Budget and Actual – Debt Service Fund For the Year Ended September 30, 2020 104 Variance Favorable Original Amended Actual (Unfavorable) REVENUES Taxes Property 666,221$ 701,220$ 685,913$ (15,307)$ Total revenues 666,221 701,220 685,913 (15,307) EXPENDITURES Debt service Principal retirement 1,613,350 1,613,350 1,613,350 - Interest and other fiscal charges 1,084,340 1,084,340 1,083,542 798 Total expenditures 2,697,690 2,697,690 2,696,892 798 Excess (deficiency) of revenues over (under) expenditures (2,031,469) (1,996,470) (2,010,979) (14,509) OTHER FINANCING SOURCES Transfers in 1,988,489 1,988,489 2,116,814 128,325 Total other financing sources 1,988,489 1,988,489 2,116,814 128,325 NET CHANGE IN FUND BALANCE (42,980) (7,981) 105,835 113,816 FUND BALANCE AT BEGINNING OF YEAR 44,683 44,683 44,683 - FUND BALANCE AT END OF YEAR 1,703$ 36,702$ 150,518$ 113,816$ Debt Service Fund Budgeted Amounts Town of Westlake Nonmajor Governmental Funds 105 Visitors Association Fund To account for municipal hotel occupancy taxes collected and expenditures to promote tourism and the convention and hotel industry. Lone Star Public Facilities Corporation To account for investment activity relating to the Lone Star Public Facilities Corporation. Economic Development Fund To account for sales tax and hotel occupancy tax collected to fund activity relating to Economic Development agreements. Public Arts Fund To account for contributions restricted for public arts. 4B Economic Development Corporation To account for sales tax collected to fund the activities of the 4B Economic Development Corporation. Solana Public Improvement District (PID) Capital Projects Fund To account for the acquisition or construction of capital facilities and improvements relating to the Solana public improvement district. Town of Westlake Exhibit C-2 Combining Balance Sheet Non Major Governmental Funds September 30, 2020 106 Visitors Association Lone Star Public Facilities Corporation Fund Economic Development Fund Public Arts Fund 4B Economic Development Corporation Fund Solana PID Capital Pro jects Fund Total Nonmajor Governmental Funds ASSETS Cash and cash equivalents 327,014$ 14,719$ 50$ 100,000$ -$ -$ 441,783$ Accounts receivable - - - - 249,766 - 249,766 Prepaid items 7,269 - - - - - 7,269 Restricted cash and investments - - - - - 230,402 230,402 Total assets 334,283$ 14,719$ 50$ 100,000$ 249,766$ 230,402$ 929,220$ LIABILITIES AND FUND BALANCES Accounts payable 10,950$ -$ 50$ -$ -$ 200,999 211,999$ Due to other funds - - - - 249,766 - 249,766 Total liabilities 10,950 - 50 - 249,766 200,999 461,765 FUND BALANCES Nonspendable: Prepaid items 7,269 - - - - - 7,269 Restricted for: Capital items - - - - - 29,403 29,403 Tourism 316,064 - - 100,000 - - 416,064 Future projects - 14,719 - - - - 14,719 Total fund balances 323,333 14,719 - 100,000 - 29,403 467,455 Total liabilities and fund balances 334,283$ 14,719$ 50$ 100,000$ 249,766$ 230,402$ 929,220$ Special Revenue Funds Town of Westlake Exhibit C-3 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended September 30, 2020 107 Visitors Association Lone Star Public Facilities Corporation Fund Economic Development Fund Public Arts Fund 4B Economic Development Corporation Fund Solana PID Capital Projects Fund Total Nonmajor Governmental Funds REVENUES Sales taxes -$ -$ 50$ -$ 1,844,725$ -$ 1,844,775$ Hotel occupancy taxes 349,810 - 19,335 - - - 369,145 Interest income 7,594 176 - - - 995 8,765 Contributions - - 280,000 - - 280,000 Miscellaneous 11,479 - - - - - 11,479 Total revenues 368,883 176 299,385 - 1,844,725 995 2,514,164 EXPENDITURES Current: Economic development - - 150,037 - - 53,370 203,407 Visitor services 771,883 - - 10,000 - - 781,883 Total expenditures 771,883 - 150,037 10,000 - 53,370 985,290 Excess (deficiency) of revenues over (under) expenditures (403,000) 176 149,348 (10,000) 1,844,725 (52,375) 1,528,874 OTHER FINANCING SOURCES (USES) Transfers in - - - 100,000 - - 100,000 Transfers out - - (280,000) - (1,844,725) - (2,124,725) Total other financing sources (uses) - - (280,000) 100,000 (1,844,725) - (2,024,725) Net change in fund balances (403,000) 176 (130,652) 90,000 - (52,375) (495,851) Fund balances, October 1 726,333 14,543 130,652 10,000 - 81,778 963,306 Fund balances, September 30 323,333$ 14,719$ -$ 100,000$ -$ 29,403$ 467,455$ Special Revenue Funds Town Of Westlake Exhibit C-4 Schedule of Revenues, Expenditures And Changes in Fund Balances Budget and Actual – Visitors Association Fund For the Year Ended September 30, 2020 108 Variance Favorable Original Amended Actual (Unfavorable) REVENUES Hotel occupancy taxes 816,702$ 349,723$ 349,810$ 87$ Interest income 14,606 8,000 7,594 (406) Miscellaneous 4,112 11,480 11,479 (1) Total revenues 835,420 369,203 368,883 (320) EXPENDITURES Visitor services 955,966 915,341 771,883 143,458 Total expenditures 955,966 915,341 771,883 143,458 Excess (deficiency) of revenues over (under) expenditures (120,546) (546,138) (403,000) 143,138 NET CHANGE IN FUND BALANCE (120,546) (546,138) (403,000) 143,138 FUND BALANCE AT BEGINNING OF YEAR 726,333 726,333 726,333 - FUND BALANCE AT END OF YEAR 605,787$ 180,195$ 323,333$ 143,138$ Visitors Association Fund Budgeted Amounts Town of Westlake Exhibit C-5 Schedule of Revenues, Expenditures and Changes In Fund Balances Budget and Actual – Lone Star Public Facilities Corporation Fund For the Year Ended September 30, 2020 109 Variance Favorable Original Amended Actual (Unfavorable) REVENUES Interest income 1,035$ 150$ 176$ 26$ Total revenues 1,035 150 176 26 NET CHANGE IN FUND BALANCE 1,035 150 176 26 FUND BALANCE AT BEGINNING OF YEAR 14,543 14,543 14,543 - FUND BALANCE AT END OF YEAR 15,578$ 14,693$ 14,719$ 26$ Lone Star Public Facilities Corporation Budgeted Amounts Town of Westlake Exhibit C-6 Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual – Economic Development Fund For the Year Ended September 30, 2020 110 Variance Favorable Original Amended Actual (Unfavorable) REVENUES Taxes Sales -$ -$ 50$ 50$ Hotel occupancy 36,982 23,000 19,335 (3,665) Miscellaneous 280,000 280,000 280,000 - Total revenues 316,982 303,000 299,385 (3,615) EXPENDITURES Economic development 36,982 153,652 150,037 3,615 Total expenditures 36,982 153,652 150,037 3,615 Excess of revenues over expenditures 280,000 149,348 149,348 - OTHER FINANCING USES Transfers out (280,000) (280,000) (280,000) - Total other financing uses (280,000) (280,000) (280,000) - NET CHANGE IN FUND BALANCE - (130,652) (130,652) - FUND BALANCE AT BEGINNING OF YEAR 130,652 130,652 130,652 - FUND BALANCE AT END OF YEAR 130,652$ -$ -$ -$ Economic Development Fund Budgeted Amounts Town of Westlake Exhibit C-7 Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual – 4B Economic Development Corporation Fund For the Year Ended September 30, 2020 111 Variance Favorable Original Amended Actual (Unfavorable) REVENUES Taxes Sales 1,812,500$ 1,695,000$ 1,844,725$ 149,725$ Total revenues 1,812,500 1,695,000 1,844,725 149,725 OTHER FINANCING USES Transfers out (1,812,500) (1,695,000) (1,844,725) (149,725) Total other financing uses (1,812,500) (1,695,000) (1,844,725) (149,725) NET CHANGE IN FUND BALANCE - - - - FUND BALANCE AT BEGINNING OF YEAR - - - - FUND BALANCE AT END OF YEAR -$ -$ -$ -$ 4B Economic Development Corporation Budgeted Amounts Town of Westlake Agency Funds 112 PID Agency Fund To account for bond proceeds, assessments, and related debt associated with bonds issued by the Town as an agent for the Solana public improvement district. Town of Westlake Exhibit C-8 PID Agency Fund Statement of Changes in Assets and Liabilities For the Year Ended September 30, 2020 113 Balance at Balance at Beginning End of Year Additions Deletions of Year ASSETS Restricted cash and cash equivalents 2,160,298$ -$ (62,387)$ 2,097,911$ Total assets 2,160,298$ -$ (62,387)$ 2,097,911$ LIABILITIES Liability to bond holders 2,160,298$ -$ (62,387)$ 2,097,911$ Total liabilities 2,160,298$ -$ (62,387)$ 2,097,911$ 114 115 Statistical Section Statistical Section Unaudited 116 This part of the Town of Westlake, Texas' comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures and required supplementary information says about the Town's overall financial health. Page Financial Trends 117 - 122 These schedules contain trend information to help the reader understand how the Town's financial performance and well-being have changed over time. Revenue Capacity 123 - 127 These schedules contain information to help the reader assess the Town's most significant local revenue sources. Although sales taxes are the Town's most significant local revenue source, information about principal revenue payers is confidential under Texas statutes, and; therefore, not disclosed. Trend information about sales tax revenue is provided in Exhibit S-9. Debt Capacity 128 - 130 These schedules present information to help the reader assess the affordability of the Town's current levels of outstanding debt and the Town's ability to issue additional debt in the future. Demographic and Economic Information 131 - 133 These schedules offer demographic and economic indicators to help the reader understand the environment within which the Town's financial activities take place. Operating Information 134 - 135 These schedules contain service and infrastructure data to help the reader understand how the information in the Town's financial report relates to the services the Town provides and the activities it performs. Sources: Unless otherwise noted, the information in these schedules is derived from annual financial reports for the relevant year. Town of Westlake Exhibit S-1 Net Position by Component Last Ten Years Accrual Basis of Accounting – Unaudited 117 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020Governmental activities:Net Investment in capital assets 12,658,921$ 14,866,299$ 21,177,426$ 32,048,991$ 29,633,298$ 38,299,337$ 46,499,873$ 47,629,452$ 48,030,010$ 46,633,638$ Restricted 7,137,362 4,726,376 4,243,239 2,284,947 17,827,177 7,489,048 2,034,916 1,077,646 3,786,893 3,653,143 Unrestricted3,448,100 5,023,731 6,636,876 910,977)( 7,108,101 9,260,572 9,513,643 6,437,845 10,775,740 12,350,020 Total governmentalactivities net position23,244,383$ 24,616,406$ 32,057,541$ 33,422,961$ 54,568,576$ 55,048,957$ 58,048,432$ 55,144,943$ 62,592,643$ 62,636,801$ Business-type activities:Net investment in capital assets 6,875,031$ 6,877,555$ 6,601,949$ 6,734,414$ 6,410,547$ 6,044,363$ 5,583,570$ 5,293,188$ 4,909,471$ 4,672,681$ Restricted - - - - - - - - - 50,000 Unrestricted1,542,092)( 1,636,249)( 842,457)( 1,272,014)( 2,608,315)( 4,041,360)( 3,746,696)( 4,685,810)( 6,548,934)( 6,328,176)( Total business-typeactivities net position5,332,939$ 5,241,306$ 5,759,492$ 5,462,400$ 3,802,232$ 2,003,003$ 1,836,874$ 607,378$ 1,639,463)$( 1,605,495)$( Primary government:Net investment in capital assets 19,533,952$ 21,743,854$ 27,779,375$ 38,783,405$ 36,043,845$ 44,343,700$ 52,083,443$ 52,922,640$ 52,939,481$ 51,306,319$ Restricted 7,137,362 4,726,376 4,243,239 2,284,947 17,827,177 7,489,048 2,034,916 1,077,646 3,786,893 3,703,143 Unrestricted1,906,008 3,387,482 5,794,419 2,182,991)( 4,499,786 5,219,212 5,766,947 1,752,035 4,226,806 6,021,844 Total primary governmentnet position28,577,322$ 29,857,712$ 37,817,033$ 38,885,361$ 58,370,808$ 57,051,960$ 59,885,306$ 55,752,321$ 60,953,180$ 61,031,306$ Source: Annual financial reportsFiscal Year Town of Westlake Exhibit S-2 Changes in Net Position Last Ten Years – Concluded Accrual Basis of Accounting – Unaudited 118 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020EXPENSESGovernmental activities:General government 2,478,826$ 2,518,490$ 2,606,785$ 2,784,587$ 3,145,716$ 4,491,557$ 5,716,302$ 4,776,131$ 6,091,403$ 6,555,048$ Public Safety 1,801,585 1,883,424 1,978,803 2,190,050 2,381,437 2,737,084 3,063,003 3,133,733 3,489,071 3,991,114 Cultural and Recreation 122,400 111,765 113,924 123,541 129,970 187,274 217,489 184,685 299,815 282,512 Public Works 470,054 216,901 267,973 955,794 1,081,996 1,102,636 1,634,549 1,820,908 1,368,049 1,326,090 Economic Development 680,823 546,039 626,423 147,680 171,757 141,779 163,578 469,852 306,982 150,037 Visitor Services 356,365 475,719 521,521 493,087 665,936 740,835 737,071 885,654 927,670 802,244 Education 4,884,985 6,193,560 5,803,611 7,147,411 8,598,261 9,516,287 8,566,295 6,568,453 9,523,906 9,979,674 Interest on long-term debt1,127,913 897,573 1,031,328 998,951 1,022,201 990,413 1,401,199 1,184,818 1,131,485 1,103,925 Total governmental activities expenses11,922,951 12,843,471 12,950,368 14,841,101 17,197,274 19,907,865 21,499,486 19,024,234 23,138,381 24,190,644 Business-type activities:Water and Sewer 2,794,235 3,098,466 3,356,466 3,690,137 4,861,529 5,519,116 4,893,075 7,049,946 7,544,125 6,407,650 Cemetery5,604 6,282 5,328 7,121 7,297 7,831 8,021 9,754 10,628 21,734 Total business-type activities expenses2,799,839 3,104,748 3,361,794 3,697,258 4,868,826 5,526,947 4,901,096 7,059,700 7,554,753 6,429,384 Total primary government program expenses14,722,790$ 15,948,219$ 16,312,162$ 18,538,359$ 22,066,100$ 25,434,812$ 26,400,582$ 26,083,934$ 30,693,134$ 30,620,028$ PROGRAM REVENUESGovernmental activities:Fees, fines, and charges for services:General Government 721,157$ 673,090$ 774,909$ 33,975$ 110,778$ 789,457$ 73,180$ 137,805$ 91,845$ 318,140$ Public Safety 140,600 142,402 182,154 848,772 887,919 932,017 783,681 782,833 984,268 649,795 Public Works 292,572 407,328 659,246 1,022,769 936,245 1,789,776 3,338,541 2,027,613 5,419,039 1,587,839 Education 99,638 195,059 182,220 222,270 531,090 283,077 275,759 247,721 313,741 90,123 Operating grants and contributions 728,242 5,269,841 4,907,472 6,592,642 7,615,653 7,863,168 8,047,113 7,044,597 9,166,821 9,725,263 Capital grants and contributions425,900 - 5,897,456 80,472 19,983,078 269,185 3,485,255 424,948 1,861,623 280,000 Total governmental activities program revenues2,408,109 6,687,720 12,603,457 8,800,900 30,064,763 11,926,680 16,003,529 10,665,517 17,837,337 12,651,160 Business-type activities:Charges for services:Water and Sewer 3,078,868 2,934,842 3,157,332 3,428,702 3,549,775 3,968,086 4,815,635 5,794,818 5,374,118 6,410,755 Cemetery 13,300 4,500 5,510 7,749 13,620 11,115 9,964 29,440 30,745 67,578 Operating grants and contributions - 24,423 - - - - - - - - Capital grants and contributions- - - - - - 50,000 1,271 54 - Total business-type activities program revenues3,092,168 2,963,765 3,162,842 3,436,451 3,563,395 3,979,201 4,875,599 5,825,529 5,404,917 6,478,333 Total primary government program revenues5,500,277$ 9,651,485$ 15,766,299$ 12,237,351$ 33,628,158$ 15,905,881$ 20,879,128$ 16,491,046$ 23,242,254$ 19,129,493$ Fiscal Year Town of Westlake Exhibit S-2 Changes in Net Position Last Ten Years – Concluded Accrual Basis of Accounting – Unaudited 119 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020NET (EXPENSE) REVENUESGovernmental activities 9,514,842)$( 6,155,751)$( 346,911)$( 6,040,201)$( 12,867,489$ 7,981,185)$( 5,495,957)$( 8,358,717)$( 5,301,044)$( 11,539,484)$( Business-type activities292,329 140,983)( 198,952)( 260,807)( 1,305,431)( 1,547,746)( 25,497)( 1,234,171)( 2,149,836)( 48,949 Total primary government net expense9,222,513)( 6,296,734)( 545,863)( 6,301,008)( 11,562,058 9,528,931)( 5,521,454)( 9,592,888)( 7,450,880)( 11,490,535)( GENERAL REVENUES AND OTHER CHANGES IN NET POSITIONGovernmental activities:TaxesSales 4,609,626 3,657,274 4,375,397 4,725,845 4,925,428 4,609,523 4,650,744 6,003,605 8,032,671 7,378,900 Property 1,260,112$ 1,441,238 1,366,633 1,367,069 1,438,969 1,476,355 1,576,750 1,629,640 1,956,630 2,411,279 Hotel Occupancy 527,261 590,853 709,578 796,481 872,179 822,490 751,601 849,167 861,710 369,145 Mixed Beverage 19,721 38,286 39,727 51,602 59,184 61,476 68,432 62,347 66,923 41,949 Franchise 586,836 664,991 734,935 795,322 963,040 930,043 818,423 779,506 964,239 972,520 Unrestricted grants and contributions 3,744,757 - - - - - - - - - Investment earnings 46,248 33,353 24,218 26,713 28,904 55,600 182,095 356,076 517,128 260,003 Miscellaneous 691,345 1,112,858 1,023,149 246,633 198,199 241,501 278,071 215,076 142,230 72,688 Transfers 145,216 45,507 485,591)( 43,399 323,100 264,578 169,316 71,466 207,213 77,158 Extraordinary item 56,704 124,346)( - - - - - - - - Special item - 67,760 - - - - - - - - Gain on sale of capital assets7,000 - - - - - - - - - Total governmental activities11,631,122 7,527,774 7,788,046 8,053,064 8,809,003 8,461,566 8,495,432 9,966,883 12,748,744 11,583,642 Business-type activities:Investment earnings 9,929 10,077 6,552 7,114 7,083 13,095 28,684 79,961 110,208 62,177 Miscellaneous 145,666 84,780 224,995 - - - - - - - Transfers145,216)( 45,507)( 485,591 43,399)( 323,100)( 264,578)( 169,316)( 71,466)( 207,213)( 77,158)( Total business-type activities10,379 49,350 717,138 36,285)( 316,017)( 251,483)( 140,632)( 8,495 97,005)( 14,981)( Total primary government11,641,501 7,577,124 8,505,184 8,016,779 8,492,986 8,210,083 8,354,800 9,975,378 12,651,739 11,568,661 CHANGE IN NET POSITIONGovernmental activities 2,116,280 1,372,023 7,441,135 2,012,863 21,676,492 480,381 2,999,475 1,608,166 7,447,700 44,158 Business-type activities302,708 91,633)( 518,186 297,092)( 1,621,448)( 1,799,229)( 166,129)( 1,225,676)( 2,246,841)( 33,968 Total primary government2,418,988$ 1,280,390$ 7,959,321$ 1,715,771$ 20,055,044$ 1,318,848)$( 2,833,346$ 382,490$ 5,200,859$ 78,126$ Source: Annual financial reports Fiscal Year Town of Westlake Exhibit S-3 Fund Balances Governmental Funds Last Ten Years Modified Accrual Basis of Accounting – Unaudited 120 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020General fundNonspendable: Prepaid items 62,020$ 6,856$ 6,906$ 8,821$ 13,334$ 12,794$ 18,705$ 19,253$ 19,302$ 41,586$ Restricted for:Court security and technology 186,776 192,768 194,422 193,082 203,173 238,636 219,693 203,173 237,804 203,173 Committed for: Future projects 219,687 49,941 74,941 80,442 80,442 335,322 335,392 80,442 80,442 80,442 Assigned for: Future equipment 22,000 22,000 24,000 - - - - - - - Unassigned3,524,911 4,992,240 6,751,362 7,671,173 7,383,601 9,092,721 10,363,702 10,493,380 14,900,650 16,265,309 Total general fund4,015,394$ 5,263,805$ 7,051,631$ 7,953,518$ 7,680,550$ 9,679,473$ 10,937,492$ 10,796,248$ 15,238,198$ 16,590,510$ All other governmental fundsNonspendablePrepaid items 33,511$ 60,963$ 62,635$ 80,118$ 83,359$ 68,718$ 243,401$ 56,397$ 196,074$ 83,440$ Restricted for:Tourism 1,109,365 1,052,546 1,025,891 1,107,520 1,081,009 1,003,636 791,308 781,775 734,938 416,064Future projects 4,647,863 3,594,379 10,370,914 1,751,405 13,632 13,679 13,789 14,141 14,543 14,719Debt service 7,505 22,657 1,482 1,081 20,916 30,468 11,963 28,798 44,683150,518Education 885,365 758,127 931,094 993,998 1,592,227 1,098,359 729,709 1,068,117 1,323,663 1,685,116Economic development 267,577 178,384 - - - - - - - - Capital projects funds - - - - 17,713,788 8,501,489 15,080,456 7,292,917 6,070,774 4,580,448 Total all other governmental funds6,951,186$ 5,667,056$ 12,392,016$ 3,934,122$ 20,504,931$ 10,716,349$ 16,870,626$ 9,242,145$ 8,384,675$ 6,930,305$ Note: Economic Development Funds were classified as special revenue funds through FY 2002 and considered discretely presented component units through FY 2007. Uponfurther consideration, the 4B Economic Development Corporation and Lone Star Public Facility Corporation funds are now classified as blended component units. The Town implemented GASB Statement No. 54 in fiscal year 2011.Source: Annual financial reportsFiscal Year Town of Westlake Exhibit S-4 Changes in Fund Balances Governmental Funds Last Ten Years – Continued Modified Accrual Basis of Accounting – Unaudited 121 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020REVENUES Taxes 7,000,690$ 6,393,472$ 7,226,180$ 7,722,606$ 8,252,748$ 7,902,983$ 7,867,015$ 9,321,321$ 11,881,784$ 11,174,378$ Licenses, fees and permits 530,646 598,394 944,735 1,175,075 1,200,790 2,715,236 3,521,686 2,314,933 5,873,529 1,996,834Fines and penalties 605,705 622,338 695,167 730,441 734,152 796,014673,716 633,318 616,451 492,435State program revenues 3,945,658 4,369,635 4,696,540 5,269,641 6,173,418 6,543,782 6,603,358 7,217,383 7,415,219 8,011,061Federal program revenues 337,508 152,351 81,958 80,103 87,797 98,564140,152 114,797 110,248 137,910Investment earnings 46,248 33,353 24,218 26,713 28,904 55,600182,095 356,076 517,128 260,003Contributions - 732,535 5,916,014 82,446 18,785,953 283,684728,887 494,131 1,253,200 292,860Other revenues980,816 1,323,237 1,274,826 1,665,003 2,471,191 1,542,835 2,863,801 1,735,201 1,804,309 1,837,744 Total revenues13,447,271 14,225,315 20,859,638 16,752,028 37,734,953 19,938,698 22,580,710 22,187,160 29,471,868 24,203,225 EXPENDITURES General government 1,733,324 1,878,885 1,910,545 2,236,360 2,411,239 3,280,507 4,596,827 3,672,933 5,330,174 5,169,039 Public safety 1,842,751 2,224,469 1,967,584 2,146,587 2,490,551 2,453,857 2,684,244 2,992,727 3,269,778 3,512,456 Cultural and recreation 122,400 111,765 113,924 123,541 130,322 185,923164,720 183,816 272,146 264,248 Public works 326,749 391,115 532,675 615,781 744,028 773,751784,279 675,550 593,830 622,307 Economic development 706,391 243,939 296,565 147,685 171,757 141,779163,578 469,852 306,982 203,407 Visitor services 356,365 475,719 521,521 493,082 670,157 725,971717,055 875,322 904,689 781,883 Education 4,884,985 6,193,560 5,762,652 7,143,678 7,938,501 9,245,592 8,819,174 9,012,348 8,996,714 9,845,685 Capital Outlay 1,023,772 1,110,476 7,601,631 9,964,047 5,274,282 9,561,954 7,082,844 9,407,447 3,525,437 1,627,548Capital Project Debt servicePrincipal 555,000 668,000 2,955,000 1,004,677 1,130,762 1,150,490 1,124,697 1,555,677 1,766,131 1,837,638 Interest and other fiscal charges 1,083,377 952,027 830,425 1,116,489 977,412 947,411 1,105,376 1,182,679 1,128,720 1,103,853 Bond issuance cost36,446 148,891 185,699 69,283 - - 368,278 - - - Total expenditures12,671,560 14,398,846 22,678,221 25,061,210 21,939,011 28,467,235 27,611,072 30,028,351 26,094,601 24,968,064 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES775,711$ 173,531)$( 1,818,583)$( 8,309,182)$( 15,795,942$ 8,528,537)$( 5,030,362)$( 7,841,191)$( 3,377,267$ 764,839)$( Fiscal Year Town of Westlake Exhibit S-4 Changes in Fund Balances Governmental Funds Last Ten Years – Continued Modified Accrual Basis of Accounting – Unaudited 122 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020OTHER FINANCING SOURCES (USES):Proceeds from sale of land -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Sale of assets 7,000 - - - - - 1,200,000 - - - Issuance of debt 2,095,000 - 8,294,800 - - - - - - - Premium on CO issued - - 284,437 - - - - - - - Refunding bonds issued - 7,799,196 2,200,000 1,910,000 - - 5,795,000 - - - Premium on refunding bonds issued - - 37,723 84,598 - - 1,020,809 - - - Payments to bond escrow agent - 7,650,305)( - 1,925,315)( - - 6,452,467)( - - - Issuance of capital lease - - - 239,009 16,740474,300 - - - 585,623 Notes payable issued 50,000 - - 401,484 162,059 - - - - - Certificate of obligations issued - - - - - - 10,710,000 - - - Special item - 67,760 40,959 - - - - - - - Extraordinary item 56,704 124,346)( 40,959)( - - - - - - - Transfers in 7,082,163 2,121,099 2,104,929 3,094,211 4,617,896 2,485,227 3,621,066 3,949,085 3,902,325 2,673,972Transfers out6,936,947)( 2,075,592)( 2,590,520)( 3,050,812)( (4,294,796)(2,220,649)(3,451,750)(3,877,619)(3,695,112)(2,596,814) Total other financing sources (uses)2,353,920 137,812 10,331,369 753,175 501,899 738,878 12,442,658 71,466 207,213 662,781 NET CHANGES IN FUND BALANCES3,129,631$ 35,719)$( 8,512,786$ 7,556,007)$( 16,297,841$ 7,789,659)$( 7,412,296$ 7,769,725)$( 3,584,480$ 102,058)$( DEBT SERVICE AS A PERCENTAGE OF NONCAPITAL EXPENDITURES14.1% 12.5% 25.3% 14.4% 12.8% 11.1% 12.4% 12.9% 13.0% 12.5% Note: Economic Development Funds were classified as special revenue funds through FY 2002 and considered discretely presented component units through FY 2007. Uponfurther consideration, the 4B Economic Development Corporation and Lone Star Public Facility Corporation funds are now classified as blended component units. Source: Annual Financial Reports Fiscal Year Town of Westlake Exhibit S-5 Assessed Value and Estimated Actual Value of Taxable Property Last Ten Fiscal Years Modified Accrual Basis of Accounting – Unaudited 123 Less: Total Taxable TotalFiscal Real Personal Tax-Exempt Assessed DirectYear Property Property Property Value Tax Rate2011 951,070,355$ 70,569,170$ 143,856,142$ 877,783,383$ 0.15684 2012 1,016,474,604 85,329,823 156,315,552 945,488,875 0.15684 2013 1,099,249,031 122,792,343 335,814,215 886,227,159 0.15684 2014 1,091,142,760 151,927,427 346,730,543 896,339,644 0.15634 2015 1,123,354,430 139,936,507 342,248,275 921,042,662 0.15634 2016 1,175,230,336 107,537,466 336,770,136 945,997,666 0.15634 2017 1,468,274,115 132,422,540 437,293,366 1,163,403,289 0.13695 2018 1,517,833,356 133,680,163 442,433,216 1,209,080,303 0.13615 2019 1,558,408,769 139,762,420 400,628,631 1,297,542,558 0.15600 2020 1,388,137,170 121,646,081 322,005,656 1,187,777,595 0.16018 Source: Tarrant County Appraisal DistrictDenton Central Appraisal DistrictAppraised Value Town of Westlake Exhibit S-6 Principal Property Tax Payers Current and Eight Years Ago – Unaudited 124 PercentagePercentageTaxable of Total Town Taxable of Total TownAssessed Taxable Assessed Taxable Taxpayer Value Rank Assessed Value Taxpayer Value Rank Assessed ValueSOL Westlake LP 108,461,277$ 1 9.13% Maguire Thomas Partners, etal 150,235,546$ 1 15.85% CS Kinross Lake Parkway LLC 89,456,385 2 7.53% FMR Texas, LLC/LTD Partnership 77,754,274 2 8.20% FMR Texas I LLC/FMR Texas Ltd. Partnership 78,687,737 3 6.62% DCLI, LLC 76,847,119 3 8.11% Dallas MTA LP 69,507,181 4 5.85% Corelogic Real Estate 18,050,838 4 1.90% DCLI, LLC 50,970,395 5 4.29% Lexington TNI Westlake LP 16,560,450 5 1.75% BRE Solana LLC 48,965,793 6 4.12% Marsh USA, Inc. 10,030,377 6 1.06% HMC Solana LLC 36,573,910 7 3.08% First American Leasing 8,804,230 7 0.93% Magruire Partners - Solana Land LP 31,142,724 8 2.62% Levi Strauss & Co. 8,637,483 8 0.91% Lexington TNI Westlake LP 17,700,814 9 1.49% Westlake Terra, LLC 6,808,002 9 0.72% Quail Hollow Development II LLC 9,838,111 10 0.83% Louco Investment Partners LP 6,467,500 10 0.68% Total 541,304,327$ 45.56% Total 380,195,819$ 40.11% CY Taxable Value 1,209,080,303 877,783,383 Source: Tarrant County Appraisal DistrictNote: (1) Prior to fiscal year ended September 30, 2011, the Town of Westlake did not assess an ad valorem tax. (2) Total Taxable Assessed Value including real and personal property for tax year 2011 (fiscal year 2012) is $945,488,875. (3) Total Taxable Assessed Value including real and personal property for tax year 2019 (fiscal year 2020) is $1,187,777,59.20122020 Town of Westlake Exhibit S-7 Property Tax Levies and Collections Last Ten Fiscal Years – Unaudited 125 CollectionsTaxes Levied Adjusted Net of RefundsFiscal for the Adjustments Taxes Levied Percent in Subsequent PercentageYear Fiscal Year to Levy for Fiscal Year Amount of Levy Years Amount of Levy 2011 1,409,956$ 47,560$ 1,362,396$ 1,356,050$ 99.53% 4,136$ 1,360,186$ 99.84% 2012 1,486,968 45,693 1,441,275 1,437,908 99.77% 3,367 1,441,275 100.00% 2013 1,398,777 43,314 1,355,463 1,352,097 99.75% 3,366 1,355,463 100.00% 2014 1,405,819 44,761 1,361,058 1,350,639 99.23% 10,182 1,360,821 99.98% 2015 1,450,674 43,948 1,406,726 1,405,148 99.89% 1,179 1,406,327 99.97%2016 1,482,989 40,244 1,442,745 1,441,536 99.92% 1,052 1,442,588 99.99%2017 1,573,803 11,749 1,562,054 1,536,921 98.39% 25,133 1,562,054 100.00%2018 1,661,110 30,810 1,630,300 1,624,655 99.65% (8,127) 1,616,528 99.16%2019 2,007,359 40,698 1,966,661 1,953,575 99.33% (8,858) 1,944,717 98.88%2020 2,454,143 88,265 2,365,878 2,392,470 101.12% 4,498 2,396,968 101.31%Source: Tarrant County Appraisal District Denton Central Appraisal Districtof the Levy to DateCollected within theFiscal Year Total Collections Town of Westlake Exhibit S-8 Direct and Overlapping Property Tax Rates (Per $100 of Assessed Value) Last Ten Fiscal Years – Unaudited 126 Operating/ Tarrant Tarrant Trophy Total Fiscal General Debt Service Total (A) Carroll Northwest Keller DentonTarrant County County Club Direct andYear Fund Fund Direct ISD ISD ISD County County College Dist Hospital Dist. MUD #1 Overlapping 2011 0.15620 0.00390 0.16010 1.41500 1.37500 1.53060 0.27736 0.26400 0.13764 0.22790 0.19500 5.58260 2012 0.13835 0.01849 0.15684 1.41500 1.37500 1.54000 0.28287 0.26400 0.14897 0.22790 0.17500 5.58557 2013 0.14197 0.01487 0.15684 1.40000 1.37500 1.54000 0.28287 0.26400 0.14897 0.22790 0.13339 5.52896 2014 0.13710 0.01924 0.15634 1.40000 1.45250 1.54000 0.27220 0.26400 0.14950 0.22790 0.13339 5.59583 2015 0.13710 0.01924 0.15634 1.40000 1.45250 1.54000 0.27220 0.26400 0.14950 0.22790 0.13339 5.59583 2016 0.13947 0.01687 0.15634 1.40000 1.45250 1.54000 0.27220 0.26400 0.14950 0.22790 0.13339 5.59583 2017 0.12882 0.00813 0.13695 1.39000 1.45250 1.52000 0.24841 0.25400 0.14473 0.22790 0.12722 5.50171 2018 0.11133 0.02482 0.13615 1.38500 1.49000 1.52000 0.23781 0.24400 0.14006 0.22443 0.12021 5.49766 2019 0.13201 0.02399 0.15600 1.38000 1.49000 1.51000 0.22557 0.02340 0.13607 0.22443 0.11618 5.26165 2020 0.11453 0.04565 0.16018 1.30000 1.42000 1.40830 0.22528 0.23400 0.13607 0.22443 0.11618 5.22444 Notes: Prior to fiscal year ended September 30, 2011, the Town of Westlake did not assess an advalorem tax. Overlapping rates are those of local and county governments that apply to property owners within the Town of Westlake. Not all overlapping rates apply to allTown's property owners (e.g., the rates for the counties and school districts apply only to the proportion of the Town's property owners whose property islocated within the geographic boundaries of the county and school district)Source: Tarrant County Appraisal District Denton Central Appraisal DistrictSchool Districts CountiesTown Direct RatesOverlapping Rates Town of Westlake Exhibit S-9 Taxable Sales by Industry Type Last Ten Fiscal Years – Unaudited 127 NAICS Industry Type 2011 2012 2013 2014 2015 2016 2017 2018 2019 202011 Agriculture, Forestry, Fishing and Hunting 60$ 38$ 163$ 731$ 775$ 2,083$ 1,685$ 4,303$ 336$ 196$ 21 Mining 4,260 3,050 335 15 714 655 128 5 - 11 22 Utilities 180,032 171,131 176,622 204,280 191,031 138,331 147,000 180,564 183,347 179,545 23 Construction 132,780 139,000 365,049 239,888 216,546 230,067 340,077 1,294,092 2,249,378 1,385,998 31-33 Manufacturing 402,062 526,755 295,660 375,905 234,651 209,128 86,798 113,487 284,939 350,447 42 Wholesale Trade 145,631 134,466 59,571 421,371 515,602 356,946 339,854 278,054 533,723 406,321 44-45 Retail 707,553 1,106,427 1,132,811 962,244 1,332,659 415,356 458,833 428,355 523,021 737,764 48-49 Transportation and Warehousing 316 1,156 3,662 1,962 3,550 1,107 1,133 567 624 1,723 51 Information 508,609 367,298 378,221 623,828 567,685 551,172 387,714 817,086 793,755 764,753 52 Financial and Insurance 73,455 27,857 75,529 505,585 295,622 754,386 509,201 709,787 835,150 352,872 53 Real Estate and Rental and Leasing 210,158 215,754 457,693 493,570 708,747 940,971 999,118 675,273 928,259 884,229 54 Professional, Scientific, and Technical Services 231,526 221,331 536,971 242,069 193,145 287,066 261,704 309,704 519,447 596,913 56 Admin and Support and Waste Mgmt & Rem Srv 65,045 39,027 110,686 103,340 50,264 125,033 85,430 93,967 98,927 76,437 61 Education Services 1,675,351 356,689 373,117 153,279 201,761 230,775 220,078 555,159 577,530 424,882 62 Health Care and Social Assistance 170 106 251 11,018 2,887 228 398 999 592 692 71 Arts, Entertainment and Recreation 206,050 204,456 184,687 191,343 189,027 201,391 241,107 216,403 266,915 460,281 72 Accommodation and Food Services 175,938 93,123 204,044 221,061 246,755 230,615 233,769 228,003 226,361 122,585 81 Other Services (except Public Administration) 4,632 9,805 13,156 17,412 8,965 3,167 2,963 2,772 2,329 4,285 92 Public Administration1 135 295 27,243 - - 1 1,391 1,656 1,717 4,723,629$ 3,617,604$ 4,368,523$ 4,796,144$ 4,960,386$ 4,678,477$ 4,316,991$ 5,909,966$ 8,026,289$ 6,751,651$ Town direct sales tax rate 2.00% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00% Note:Source: Texas State Comptroller reportsDue to confidentiality issues, the names of the ten largest revenue payers are not available. The categories presented are intended to provide alternative information regarding the sources of the Town's sales tax revenueFiscal Year Town of Westlake Exhibit S-10 Ratios of General Bonded Debt Outstanding Last Ten Fiscal Years – Unaudited 128 Percentage General Certificates of Actual Fiscal Obligation of Taxable Per Year Bonds Obligation Tax Notes Total Sales Capita 2011 8,962,656$ 12,210,000$ -$ 21,172,656$ 9.19% 19,918 2012 16,770,000 4,877,000 - 21,647,000 11.84% 19,519 2013 16,590,000 13,622,000 - 30,212,000 13.81% 26,271 2014 18,260,000 11,044,000 - 29,304,000 12.40% 24,750 2015 17,480,000 11,046,131 - 28,526,131 11.58% 22,409 2016 17,091,659 10,739,306 - 27,830,965 11.30% 20,080 2017 15,267,000 18,460,700 1,530,000 33,727,700 14.50% 22,697 2018 15,457,018 19,361,251 1,328,000 36,146,269 15.54% 23,200 2019 14,504,400 20,957,422 1,116,000 36,577,822 12.19% 22,719 2020 13,512,294 20,341,544 901,000 34,754,838 9.42% 20,886 Notes: Details regarding the Town's outstanding debt can be found in the notes to the financial statements. There was no debt issued until fiscal year 2002. See Table 13 for personal income and population data. General Bonded Debt Outstanding 0 5 10 15 20 25 30 35 40 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020Millions General Obligation Bonds Certificates of Obligation Tax Notes Town of Westlake Exhibit S-11 Ratios of Outstanding Debt by Type Last Ten Fiscal Years – Unaudited 129 General Certificates Other Certificates Total PercentageFiscal Obligation of Capital Contractual of Primary of Personal PerYear Bonds Obligation Leases Loans Obligations Obligation Government Income Capita2011 16,770,000$ 4,877,000$ -$ -$ 50,000$ 5,580,380$ -$ 27,277,380$ 23% 25,661 2012 16,770,000 4,877,000 - - 34,075 5,498,668 - 27,179,743 20% 24,508 2013 16,590,000 13,622,000 - - 18,150 5,412,149 - 35,642,299 24% 30,993 2014 18,260,000 10,029,800 - 237,378 437,253 5,320,824 1,014,200 35,299,455 22% 25,576 2015 17,480,000 9,759,250 - 154,347 357,041 5,226,294 1,286,881 34,263,813 23% 32,150 2016 17,091,659 9,736,953 - 563,045 275,101 5,126,958 971,300 33,765,016 19% 29,812 2017 15,457,018 19,361,251 1,328,000 162,004 238,404 5,156,839 949,300 42,652,816 23% 28,703 2018 15,457,018 18,432,779 1,328,000 162,004 201,737 4,913,865 956,009 41,451,412 20% 28,308 2019 14,504,400 17,930,135 1,116,000 - 165,050 4,800,109 3,027,287 41,542,981 20% 28,765 2020 13,512,294 14,424,079 901,000 398,012 128,373 4,679,944 2,917,465 36,961,167 17% 23,246 Note:See Table 13 for personal income and population data. Details regarding the Town's outstanding debt can be found in the notes to the financial statements. No debt was issued until fiscal year 2000.Governmental ActivitiesBusiness-TypeActivitiesTax Notes010203040502011 2012 2013 2014 2015 2016 2017 2018 2019 2020MillionsGeneral Obligation BondsCertificates of ObligationCapital LeasesLoansBusiness‐Type ActivitiesBT Certificates of ObligationTax Notes Town of Westlake Exhibit S-12 Direct and Overlapping Governmental Activities Debt As of September 30, 2020 –Unaudited 130 Amount of Debt Outstanding As of Percent (1) Amount Carroll ISD 346,705,000$ 9/30/2020 5.94% 20,594,277$ Denton County 611,835,000 9/30/2020 0.08% 489,468 Keller ISD 992,714,060 9/30/2020 4.09% 40,602,005 Northwest ISD 1,065,295,272 9/30/2020 #1.90% 20,240,610 Tarrant County 240,445,000 9/30/2020 0.71% 1,707,160 Tarrant County Hospital District 264,175,000 9/30/2020 0.71% 1,875,643 Trophy Club MUD#1 16,135,000 9/30/2020 0.71% 114,559 Total Overlapping Debt 7,205,000 9/30/2020 30.46% 85,623,721 Town of Westlake Outstanding Debt 36,961,167 Total Direct & Overlapping Debt 122,584,888$ Source: Texas Municipal Report prepared by employees of the Municipal Advisory Council of Texas ("MAC") Note: (1)The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the entity's taxable assessed value that is within the Town's boundaries and dividing it by the entities' total taxable assessed value. Overlapping Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the Town. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the Town of Westlake. This process recognized that, when considering the Town's ability to issue and repay long-term debt, the entire debt burden borne by the resident and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlapping government. Taxing Body Town of Westlake Exhibit S-13 Demographic and Economic Statistics Last Ten Fiscal Years – Unaudited 131 Year Population Income Income Age Enrollment Rate 2011 1063 110,487$ 117,447,681$ 41.5 530 6.2% 2012 1109 112,697 138,423,531 41.8 630 6.0% 2013 1,150 114,951 147,292,890 41.4 658 5.0% 2014 1,184 117,250 160,462,095 41.2 697 4.0% 2015 1,273 119,595 144,111,592 41.8 812 4.1% 2016 1,386 121,987 173,419,076 41.7 825 3.2% 2017 1,486 124,427 162,998,462 41.5 830 3.4% 2018 1,558 126,915 197,733,767 41.2 856 3.4% 2019 1,610 129,453 208,420,020 41.2 869 3.1% 2020 1,664 132,042 219,718,715 42.8 890 7.7% Sources: Municipal Advisory Council of Texas - Population United States Census - Median Age Tarrant County Unemployment Rate information taken from Texas Workforce Commission. USA.com - Per Capita Income source North Central Texas Council of Governments 1063 1109 1150 1184 1273 1386 1486 1558 1610 1664 0 500 1000 1500 2000 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Estimated Population Town of Westlake Exhibit S-14 Principal Employers Current and Ten Years Ago – Unaudited 132 2010PercentagePercentageof Estimatedof EstimatedTotal TownTotal TownEmployer Employees Employment Employer Employees EmploymentSchwab 7,500 41.07% Fidelity Investments 3,600 41.63% Fidelity Investments 5,400 29.57% Core Logic 2,400 27.76% Travelocity 880 4.82% Wells Fargo 950 6.94% Wells Fargo 617 3.38% Chrysler Financial 600 10.99% Deloitte 500 2.74% McKesson Corporation 187 2.16% Sabre JLL Facilities 500 2.74% Marriott Solana Hotel 150 1.73% Core-Mark 434 2.38% Walco International 159 1.84% Verizon 405 2.22% Vaquero Club 132 1.53% Solera 330 1.81% Levi Strauss 92 1.06% Goosehead Insurance 239 1.31% Town of Westlake/Westlake Academy83 0.96% Sound Physicians 173 0.95% All Other Businesses 294 3.00% Marriott 143 0.78%Town of Westlake/Westlake Academy 142 0.78%All Other Businesses 999 5.47% Total 18,262 100% Total 8,647 100%Source: Cushman &Wakefield tenant records and contact with employers of the Town2020 Town of Westlake Exhibit S-15 Full-Time Equivalent Town Government Employees by Function/Program Last Ten Fiscal Years – Unaudited 133 Function/Program 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020General government Town Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00Deputy Town Manager 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.00 1.00Assistant Town Manager 0.00 0.00 0.75 0.90 1.00 0.90 1.00 1.00 1.00 1.00 Assistant to Town Manager 1.00 0.75 0.00 0.00 0.00 0.50 0.50 0.75 0.000.00 Administrative 0.75 0.75 1.00 0.50 0.50 0.00 1.50 1.00 1.00 1.00 Building official 1.33 1.33 1.50 1.66 1.66 3.17 4.00 4.00 4.00 4.00 Town secretary 1.00 1.00 1.00 1.00 1.25 1.25 1.50 1.50 1.50 1.00Facilities/Grounds maintenance1.08 0.83 1.00 1.09 1.34 1.58 0.50 1.75 1.00 0.83 Municipal 4.50 3.75 4.75 5.10 5.00 4.60 4.00 3.50 4.25 4.00 Finance 3.00 3.00 3.00 4.00 4.00 4.25 4.00 4.00 4.00 3.00Payroll/Human Resources 1.33 1.33 2.00 2.00 2.00 2.00 2.00 2.00 2.00 1.00Information Technology 0.00 0.00 0.00 1.00 1.00 1.00 1.00 2.00 2.00 2.00Public safety (EMS) 9.00 9.00 10.00 13.25 14.25 14.25 11.00 15.50 15.50 15.00 Culture and recreation 0.75 0.50 0.75 0.84 0.84 0.84 0.50 0.50 1.00 0.83 Public works 1.50 2.00 3.00 2.66 2.66 2.67 3.00 4.00 4.00 4.00 Marketing and public affairs 0.00 1.00 1.00 2.00 2.00 2.00 2.00 2.00 2.001.00 Education 59.44 67.48 76.18 91.18 93.65 95.31 95.05 98.00 95.00 101.00 Total 85.68 93.72 106.93 128.18 132.15 135.32 132.55 142.50140.25 141.66Source: Prior Town budgets and Academy personnel recordsNote: A full time municipal employee is scheduled to work 2,080 hours per year (including vacation and sick leave). Fulltime equivalent employment is calculated by dividing total labor hours by 2,080. A full time education employee is scheduled to work 1,122 hours per year.Fiscal Year Town of Westlake Exhibit S-16 Operating Indicators by Function/Program Last Ten Fiscal Years – Unaudited 134 Function/Program 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020General governmentPermits issued 70 85 132 144 159 218 217 259 250 193Permit values 21,173,592$ 29,481,047$ 50,544,048$ 59,358,904$ 80,011,354$ 87,307,794$ 262,690,940$ 311,013,915$ 332,197,798$ 65,739,881$ Police (Contract with Keller PD)Motor vehicle stops 9,829 12,221 9,993 9,579 10,432 11,109 10,718 8,3397,729 7,457Traffic accident investigations 348 343 322 341 398 461 386 333 327 219Part I crimes 30 39 9 15 20 13 22 31 14 48DWI arrests 80506955626670502533Fire/EMSFire runs 191 181 238 211 211 257 248 320 235 308Ambulance runs 264 266 286 240 253 288 269 202 206 128Inspections 71 54 96 286 261 246 290 188 227 103Public Works - GeneralStreet resurfacing (LF) 3,800 30,000 - - - - 6,000 - - 5,012 Potholes repaired 36 6 2 6 20 20 10 5 8 10Public Works - UtilityNumber of water accounts 500 568 614 651 713 752 810 835 762 773Water main breaks 4 4 3 1 1 - - 1 2 4 Avg daily consumption MG (water) 1.200 1.100 1.090 1.045 1.021 1.122 1.233 1.400 1.209 1.000Peak daily consumption MG (water) 2.540 2.600 2.480 2.690 2.770 1.5861.646 1.564 2.709 2.709System capacity - MG (water) 1.685 1.685 1.685 2.685 2.685 2.685 2.6852.685 2.685 2.685Water purchased (in gallons x 000) 443,222 407,305 401,457 381,482 372,838 409,817 450,208 510,931 441,352 462,529Water sold (in gallons x 1000) 385,320 376,496 357,297 347,148 360,000 350,000 419,520 470,168 422,635 492,376WastewaterNumber of new sewer connections 245 292 325 350 384 403 454 503 541 545Avg daily sewage treatment 0.163 0.136 0.151 0.208 0.166 0.132 0.176 1.171 1.171 0.210 (thousands of gallons)Source: Various Town departmentsNotes: N/A represents information that is unavailable.Fiscal Year Town of Westlake Exhibit S-17 Capital Asset Statistics by Function/Program Last Ten Fiscal Years – Unaudited 135 Function/Program 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020FireStations 1111111111Public Works - UtilityPump station 1111111111Lift station 3333333333Telecommunications Duct Bank (LF) 57,783 57,783 57,783 59,936 66,08466,084 82,231 82,231 82,231 86,711Telecommunications Duct Bank Manholes 122 122 122 122 140 140 140 140 140160Water Water mains (LF) 130,000 137,891 137,891 142,694 148,117 148,117 181,393 181,393 181,393 188,387Fire hydrants 188 191 191 201 214 214 256 256 256 267Storage capacity MG 1,685 1,685 1,685 2,685 2,685 2,685 2,685 2,685 2,685 2,685WastewaterSanitary sewers (LF) 94,000 94,000 94,000 98,964 104,373 104,373 123,168 123,168 123,168 128,923Manholes 304 304 304 326 355 355 444 444 444 467Public Works - UtilityStreets (miles) 10.80 10.25 10.25 10.25 10.50 10.42 10.42 10.42 10.84 10.84Traffic signals (school zone flashers) 2 2 2 2 2 2 2.0 2.0 2.0 2.0 Parks and recreationOpen Space (acres) 25 25 25 27 27 27 27.0 27.0 27.0 27.0 Playgrounds 2 2 2 2 2 2.0 2.0 2.0 2.0 2.0 Softball/soccer field 1 1 1 1 1 1.0 1.0 1.0 1.0 1.0 Football field 1 1 1 1 1 1.0 1.0 1.0 1.0 1.0 Public trails (miles) 5.0 5.0 5.0 7.0 8.5 8.5 8.5 15.0 16.0 16.0 Source: Various Town departmentsNote: No capital asset indicators are available for the general government.Note: The amount of roads decreased in FY 2011-2012 due to a portion of road being dedicated to TxDotFiscal Year REPORTS Reports are prepared for informational purposes and will be accepted as presented. (there will no presentations associated with the report items) There will be no separate discussion unless a Council Member requests that report be removed and considered separately. a. Quarterly Financial “Dashboard” report for the quarter ended March 31, 2021. Town Council Item # 7 – Reports Page 1 of 3 TOWN COUNCIL AGENDA ITEM Regular Meeting - Report Monday, April 26, 2021 TOPIC: Report of Quarterly Financial Dashboard and Analysis for the Quarter ended March 31, 2021 STAFF: Ginger Awtry, Finance Director Su Huynh, CPA, Municipal Finance Manager STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Fiscal Responsibility Fiscal Stewardship Exemplary Service & Governance - We set the standard by delivering unparalleled municipal and educational services at the lowest cost. Increase Transparency, Accessibility & Communications SUMMARY As you review the first “quarterly” financial report for Fiscal Year 2021, you may recall the last report given was February 2020 due to the interruption of COVID-19. Our goal is to have a concise and easy to understand document regarding the financials of our three (3) operating funds: General Fund, Visitors Association Fund and the Utility Fund. The remaining funds are a function of transfers in, related expenditures and transfers out; therefore, we have not prepared quarterly reports for these funds. We did not include a report regarding capital projects as minimal activity has occurred to date. This is due to a planned pause until we could further analyze the effects of COVID-19 on current revenues. A more detailed report will take place regarding review of our Capital Improvement Plan during the upcoming budget workshop. Please note on each individual fund’s report, you may see a “M” or a “%” beside several revenue line items. The “M” indicates that the line-items are typically accrued, and the revenue hasn’t been received yet. Instead of using this explanation and reporting as a budget that has under- performed, we have taken the number of months of receipts and used that amount to calculate the YTD budget. Page 2 of 3 Because several of our revenues are not received evenly throughout the year we are calculating the YTD budget amount based on the percentage (“%”) of the revenue received in the prior year for the same period. We feel this is a more normalized approach to examine the current year revenue. A summary is presented at the bottom of each fund page indicating the net revenues over (under) expenditures along with the projected ending fund balances for the Adopted Budget, YTD Budget as well as the YTD Actuals. The operating days remaining in Unrestricted Fund Balance have been calculated using operating expenditures. Our revised Fiscal and Budgetary Policies state that we will strive to maintain 180 days of operations. Note the “Analysis” is color coded and corresponds to the specific line-item on the “Dashboard” report. All “cautionary” and “critical” items are detailed with explanations of the variances. I have explained several of the line-items that were greater (green) in revenue than we anticipated helping you understand what specifically happened with that revenue line-item. I have also prepared explanations for several expenditures that were considerably under budget so you may see why these funds have not been expended. Included in each explanation you will find a number that reflects the exact variance in that department/line-item. While the Dashboard colors are a quick check of where we are to date with our spending as planned, or budgeted, for the year, it is also important to note the use of Fund Balance. Westlake’s policy states that we will strive to maintain a minimum of 180 operating days in the General Fund. However, Staff manages this fund in an even more conservative manner to allow a deeper cushion for unforeseen events like a pandemic, weather emergency, etc. Currently, our operating days are even greater because of the planned delay in capital projects and conduit fund transfers until we can further anyalyze the effects of the pandemic on this year’s revenue streams. During the budget adoption at the beginning of this fiscal year, we planned to use approximately $1M of Fund Balance for expenditures. At the quarter end of March 31, 2021, we have spent $477,447 of the projected $1M. We attribute this to the delay in capital projects expenditures noted above and to healthier economic rebound from the pandemic than anticipated with the increased sales and use tax revenues. Should the current trends continue, we many not need to draw down the entire $1M as anticipated at year end. General Fund • Revenues are under budget by a total of $134,730. Most of this decrease is due to the absence of the Fire Department’s SAFER grant funds. A budget amendment will be done since the grant of $285,325 was not awarded. Also occurring within the General Fund is a decrease in expected Permits and Fees-Buildings ($374,221) from the Entrada development. However, Sales and Use Tax revenues came in over budget by $381,330 to offset the decrease in permit revenue. The increase in tax revenue is mainly due to a new taxpayer in the software and information services industry ($231,000-Q2) and also from an increase in commercial remodeling. • Expenditures are over budget by $629,287. The majority of this variance in Operations and Maintenance is caused by our semi-annual debt payment ($1.9M), with the bonds’ principal payments due in February. The August debt payments only contain interest, therefore the expenditures for payments in the first half of the year will always be overstated and will level out at year end. A major offset to this expenditure overage is Page 3 of 3 found in Payroll and Related expenditures, under budgeted at this time due to several unfilled positions. Visitors Association Fund • Revenues are down for the 2nd quarter budget by $117,080 with the underperformance of our Hotel Occupancy Tax collections. This is due to the low occupancy rates of our main hotel upon its reopening in October 2020 and also from the closure of Deloitte University, all attributable to COVID-19. • Expenditures are under budget by $81,920. This is primarily due to the timing of many operating and maintenance expenditures in this fund not being evenly expended over the first half of the fiscal year and the cancellation of the October car show and December tree lighting. Utility Fund • Revenues are over budgeted by $191,340. The increased revenues are due to mainly water revenues and tap/impact fee revenue. These increases are directly related and are attributed to an increase in home starts and some new commercial. • Expenses are under budget by $378,796. This is primarily due to a change in installation of new meters from TRA, meaning we now will receive billings from TRA instead of Southlake-Wastewater Treatment. The Southlake pass-through charges (currently $251,123) will be elimated. Moving forward, we will see an increase in charges from TRA as Southlake decreases and by year end, our combined charges from both Southlake and TRA should equal approximately $1.6M as budgeted. COUNCIL ACTION/OPTIONS Review of attached quarterly financial reports and if necessary, move to discuss further with staff for any clarification, direction, or additional research. ATTACHMENTS Quarterly Financial Dashboard and Analysis for period ending March 31, 2021 for the following funds: • General Fund • Visitors Associal Fnd • Utility Fund Quarterly Financial Dashboard FY 2020 PY Actuals ADOPTED ESTIMATED Allocation YTD Actuals Percent of Over through Annual Annual of Estimated through YTD Estimated (Under) 2nd Quarter Budget Budget YTD Budget 2nd Quarter Budget Budget M General Sales Tax 2,015,033$ 3,166,125$ 3,166,125$ 1,583,063$ 1,964,393$ 124%381,330$ %Property Tax 1,708,076 1,837,577 1,837,577 1,827,550 1,845,917 101%18,366 %Franchise Fees 298,530 942,125 942,125 287,750 258,160 90%(29,591) Permits and Fees Misc 502,539 246,013 246,013 123,007 150,479 122%27,472 Permits and Fees Bldg 659,074 2,445,204 2,445,204 1,222,602 848,381 69%(374,221) Fines & Forfeitures 252,047 475,600 475,600 237,800 277,474 117%39,674 Misc Income 154,596 440,030 440,030 220,015 22,253 10%(197,762) Total Revenues 5,589,894 9,552,674 9,552,674 5,501,787 5,367,057 98%(134,730) Transfer In - 68,000 68,000 - - 100%- 5,589,894$ 9,620,674$ 9,620,674$ 5,501,787$ 5,367,057$ 98%(134,730)$ FY 2020 PY Actuals ADOPTED ESTIMATED Allocation YTD Actuals Percent of Over through Annual Annual of Estimated through YTD Estimated (Under) 2nd Quarter Budget Budget YTD Budget 2nd Quarter Budget Budget Payroll, Taxes, Insurance, Retirement 2,241,486$ 5,493,074$ 5,493,074$ 2,766,877$ 2,482,027$ 90%(284,850)$ Operations & Maintenance 3,697,349 5,172,672 5,172,672 2,448,340 3,362,477 137%914,137 Total Expenditures 5,938,835 10,665,746 10,665,746 5,215,217 5,844,504 112%629,287 Transfer Out - 10,000 10,000 - - 100%- 5,938,835$ 10,675,746$ 10,675,746$ 5,215,217$ 5,844,504$ 112%629,287$ FY 2020 PY Actuals ADOPTED ESTIMATED Allocation YTD Actuals through Annual Annual of Estimated through 2nd Quarter Budget Budget YTD Budget 2nd Quarter 5,589,894$ 9,620,674$ 9,620,674$ 5,501,787$ 5,367,057$ 5,938,835 10,675,746 10,675,746 5,215,217 5,844,504 (348,941)$ (1,055,072)$ (1,055,072)$ 286,570$ (477,447)$ 12,696,365 13,448,628 13,448,628 13,448,628 13,448,628 Ending Fund Balance 12,347,424 12,393,556 12,393,556 13,735,197 12,971,180 383,712 399,885 399,885 399,885 398,961 Unrestricted Fund Balance 11,963,712$ 11,993,672$ 11,993,671$ 13,335,312$ 12,572,219$ Total Operating Expenditures $5,938,835 $10,665,746 $10,665,746 $5,215,217 $5,844,504 Daily Operating Cost $26,403 $29,221 $29,221 $29,221 $29,221 # of Operating Days Unrestricted 453 410 410 456 430 (%) Based on same % as prior year (M) Based on number of months of receipts FY 2021 FY 2021 FY 2021 SUMMARY Total Expenditures and Other Uses Quarter Ended General Fund EXPENDITURES AND OTHER USES Total Revenues and Other Sources REVENUES AND OTHER SOURCES 4 mos 99% 3/31/2021 Restricted Funds Net Change to Fund Balance Beginning Fund Balance (Estimated) Total Revenues & Other Sources Total Expenditures & Other Uses Positive •greater than 90% Cautious •between 70% -90% Negative •less than 70% Revenue Legend Positive •less than 100% Cautious •between 101% -110% Negative •greater than 110% Expenditure Legend EXEMPLARY GOVERNANCE Town Officials, both Elected and Appointed, exhibit Respect, Stewardship, Vision, and Transparency SERVICE EXCELLENCE Public Service that is Responsive and Professional, while balancing Efficiency, Effectiveness and Financial Stewardship Town of Westlake Dashboard Analysis for Quarter Ended 03/31/20 GENERAL FUND TOTAL REVENUES AND OTHER SOURCES $ 9,620,674 Adopted Budget $ 5,501,787 YTD Budget $ 5,367,057 YTD Actual 98% YTD Budget % $ (134,730) Over (Under) Budget GENERAL SALES TAX $ 3,166,125 Adopted Budget $ 1,583,063 YTD Budget (4 months) $ 1,964,393 YTD Actual (4 months) 124% YTD Budget % $ 381,330 Over(Under) Budget • Keep in mind, sales and use tax revenues are received from the State two months after collections. • Sales and Use Tax revenues are over budget by $381,330. The increase in sales and use tax revenues is mainly due to a new taxpayer in the software and information services industry ($231,000; Q2) and we have also seen an increase in commercial remodeling. PROPERTY TAX $ 1,837,577 Adopted Budget $ 1,827,550 YTD Budget $ 1,845,917 YTD Actual 101% YTD Budget % $ 18,366 Over(Under) Budget • Income is not distributed evenly over the fiscal year; the YTD budget is calculated on the prior year percentage of revenue collected in the same period. FRANCHISE FEES $ 942,125 Adopted Budget $ 287,750 YTD Budget $ 258,160 YTD Actual 90% YTD Budget % $ (29,951) Over(Under) Budget • Receipts for each quarter are typically received 4-6 weeks after the quarter ends. Town of Westlake Dashboard Analysis for Quarter Ended 03/31/20 GENERAL FUND PERMITS AND FEES - MISCELLANEOUS $ 246,013 Adopted Budget $ 123,007 YTD Budget $ 150,479 YTD Actual 122% YTD Budget % $ 27,472 Over(Under) Budget • The miscellaneous permit and fees category are comprised of revenues from several different departments – mainly General Services, Engineering Review, Development fees, and EMS Revenue. Income in these departments/categories is not distributed evenly over the year. • This variance is found in development fees and is primarily due to a re-zoning submission and other unforeseen peaks which caused a challenge in budgeting for this line item. PERMITS AND FEES - BUILDING $ 2,445,204 Adopted Budget $ 1,222,602 YTD Budget $ 848,381 YTD Actual 69% YTD Budget % $ (374,221) Over(Under) Budget • See attached detail of commercial and residential activity from the Planning and development department for more detail; Most of this variance is due to the delays experienced with Entrada. FINES AND FORFEITURES $ 475,600 Adopted Budget $ 237,800 YTD Budget $ 277,474 YTD Actual 117% YTD Budget % $ 39,674 Over(Under) Budget • Income is not distributed evenly over the fiscal year. o Citation Revenues were budgeted with COVID-19 in mind and expectations of less travel; Due to pandemic restrictions being lifted and improvements seen, more people are now traveling, returning to work, and road traffic has increased. Town of Westlake Dashboard Analysis for Quarter Ended 03/31/20 GENERAL FUND MISCELLANEOUS INCOME $ 440,030 Adopted Budget $ 220,015 YTD Budget $ 22,253 YTD Actual 10% YTD Budget % $ (197,762) Over(Under) Budget • The Miscellaneous Income category is comprised of revenues from six different departments: General Services, Fire Department, Municipal Court, Public Works, Facilities and Communications. It includes items such as mixed beverage tax, interest income, contributions, donations, facility rentals, insurance refunds, etc. This income is not distributed evenly over the fiscal year. • The most significant item that makes up this deficit is the Federal – SAFER Grant applied for by the Town but not awarded ($285,325); amendment will be made for these funds. TRANSFERS IN $ 68,000 Adopted Budget $ 0 YTD Budget $ 0 YTD Actual 100% YTD Budget % $ 0 Over(Under) Budget • This category is comprised of a transfer in from the Utility Fund based on the forecasted Fort Worth Impact Fees on new home construction starts and will be transferred at year end based on actuals receipts. Town of Westlake Dashboard Analysis for Quarter Ended 03/31/20 GENERAL FUND TOTAL EXPENDITURES A ND OTHER USES $ 10,675,745 Adopted Budget $ 5,215,217 YTD Budget $ 5,844,504 YTD Actual 112% YTD Budget % $ 629,287 Over (Under) Budget PAYROLL AND RELATED $ 5,493,074 Adopted Budget $ 2,766,877 YTD Budget $ 2,482,027 YTD Actual 90% YTD Budget % $ (284,850) Over(Under) Budget • This cost is affected by employee taxes and insurances costs and will fluctuate as policies change; medical, dental, life, workers comp, unemployment. • Currently there are unfilled firefighter positions and a few in other departments to date. OPERATIONS & MAINTENANCE $ 5,172,672, Adopted Budget $ 2,448,340 YTD Budget $ 3,362,477 YTD Actual 137% YTD Budget % $ 914,137 Over(Under) Budget • The Operations and Maintenance category is comprised of several different departments and expenditure classifications. Funds are not distributed evenly over the fiscal; as the year progresses, these expenditures should balance out. o Operating Transfers to Debt Service (Fund 300) represents $1,914,845 of this variance which is offset by line-items that are currently under budget. This large variance is because the Town must pay principal and interest in February on the bonds outstanding. These bonds are budgeted to be paid with 4B Economic Development sales and use taxes with the remaining portion being transferred from the General Fund (GF). In essence, the General Fund is advancing the funds for this payment until sales and use tax receipts are received each month. As the sales and use tax revenues increase, the related GF transfer will decrease. If sales and use taxes continue to surpass our budgeted revenue, the GF transfer should be lower than the budgeted $966,816 for the year. o If we normalize the YTD budget allocation with the above in mind, the total net change to Fund balance to date would be a positive $470,582. Town of Westlake Dashboard Analysis for Quarter Ended 03/31/20 GENERAL FUND TRANSFERS OUT $ 10,000 Adopted Budget $ 0 YTD Budget $ 0 YTD Actual 100% YTD Budget % $ 0 Over(Under) Budget • The following are typically transferred at the fiscal year end o $10,000 Transfer Out to Fund 600-General Maintenance & Replacement. BUILDING PERMITS AND FEES 2ND Quarter Ended 03/31/2021 SINGLE FAMILY RESIDENTIAL PERMITS 1. GRANADA • Budgeted to start 4 homes for the year • 1 building permit has been issued 2. VAQUERO • Budgeted to start 4 homes for the year • 5 building permits have been issued • Vaquero is performing better than expected 3. QUAIL HOLLOW • Budgeted to start 8 homes for the year • 5 building permits have been issued • Town staff believes Quail Hollow will perform as expected, if not better. 4. TERRA BELLA • Budgeted to start 1 home for the year • 0 building permits have been issued • Terra Bella has 1 lot remaining to be developed 5. THE KNOLLS AT SOLANA • Budgeted to start 10 homes for the year • 10 building permits have been issued 6. ALL OTHER PERMITS • Budgeted 1 miscellaneous residential permit for the year (Dove Road and Pearson Lane) • 0 building permits have been issued SUB DIV AVG SF AVG FEES FY 20-21 ACCOUNT DESCRIPTIONS ADOPTED FY 20-21 ACTUALS 1st&2nd QTR VARIANCE Avg SF FY 20-21 4 1 (3) 8,000 15,300$ Permit Fees 61,200$ 14,999$ (46,201)$ 1,500$ MEP Fees 6,000$ 1,500$ (4,500)$ 9,530$ Inspection/Review Fees 38,120$ 9,000$ (29,120)$ 600$ Grading & Excavation 2,400$ 600$ (1,800)$ 1,500$ Erosion Control 6,000$ 1,500$ (4,500)$ 400$ Fire Review 1,600$ 400$ (1,200)$ 115,324$ 28,000$ (87,324)$ Avg SF FY 20-21 4 5 1 10,500 18,900$ Permit Fees 75,600$ 71,355$ (4,245)$ 2,400$ MEP Fees 9,600$ 8,400$ (1,200)$ 11,690$ Inspection/Review Fees 46,760$ 42,806$ (3,954)$ 600$ Grading & Excavation 2,400$ 3,000$ 600$ 1,500$ Erosion Control 6,000$ 7,500$ 1,500$ 400$ Fire Review 1,600$ 2,000$ 400$ 141,964$ 135,066$ (6,898)$ Avg SF FY 20-21 8 5 (3) 13,000 23,400$ Permit Fees 187,200$ 101,450$ (85,750)$ 2,400$ MEP Fees 19,200$ 11,100$ (8,100)$ 14,390$ Inspection/Review Fees 115,120$ 61,986$ (53,134)$ 600$ Grading & Excavation 4,800$ 3,000$ (1,800)$ 1,500$ Erosion Control 12,000$ 7,500$ (4,500)$ 400$ Fire Review 3,200$ 2,000$ (1,200)$ 341,528$ 187,041$ (154,487)$ Avg SF FY 20-21 1 - (1) 11,000 19,800$ Permit Fees 19,800$ -$ (19,800)$ 2,400$ MEP Fees 2,400$ -$ (2,400)$ 12,230$ Inspection/Review Fees 12,230$ -$ (12,230)$ 600$ Grading & Excavation 600$ -$ (600)$ 1,500$ Erosion Control 1,500$ -$ (1,500)$ 400$ Fire Review 400$ -$ (400)$ 36,931$ -$ (36,931)$ Avg SF FY 20-21 10 10 - 4,500 8,100$ Permit Fees 81,000$ 94,592$ 13,592$ 1,500$ MEP Fees 15,000$ 11,400$ (3,600)$ 2,592$ Inspection/Review Fees 25,920$ 55,946$ 30,026$ 600$ Grading & Excavation 6,000$ 6,000$ -$ 1,500$ Erosion Control 15,000$ 15,000$ -$ 400$ Fire Review 4,000$ 4,000$ -$ 146,930$ 186,948$ 40,018$ Avg SF FY 20-21 1 - (1) 10,000 144,000$ Permit Fees 144,000$ -$ (144,000)$ 18,000$ MEP Fees 18,000$ -$ (18,000)$ 72,000$ Inspection/Review Fees 72,000$ -$ (72,000)$ 4,800$ Grading & Excavation 4,800$ -$ (4,800)$ 12,000$ Erosion Control 12,000$ -$ (12,000)$ 4,000$ Fire Review 4,000$ -$ (4,000)$ 254,801$ -$ (254,801)$ 28 21 (7) Permit Fees 568,800$ 282,396$ (286,404)$ MEP Fees 70,200$ 32,400$ (37,800)$ Inspection/Review Fees 310,150$ 169,738$ (140,412)$ Grading & Excavation 21,000$ 12,600$ (8,400)$ Erosion Control 52,500$ 31,500$ (21,000)$ Fire Review 14,800$ 8,400$ (6,400)$ GENERAL FUND 1,037,450$ 537,034$ (500,416)$ TOTALRESIDENTIAL DEVELOPMENT TERRA BELLAKNOLLS AT SOLANAOTHER PERMITSTOTAL LOTSVAQUEROQUAIL HOLLOWGRANADA BUILDING PERMITS AND FEES 2ND Quarter Ended 03/31/2021 COMMERICAL PERMIT FEES 1. ENTRADA • One commercial permit has been issued for Entrada • Once the issued permit has been substantially completed on the outside; interior finish-out for the building will begin o Currently there is 1 finish-out interior waiting for its outside shell to be completed (Nail Bar) with more tenants expected soon in the Retail Corner • Another building permit can be expected soon for Block N, Lot 1 pending renewal of their Condo SUP 2. SCHWAB PHASE and FRONT 44 • No commercial permits have been issued to date for Charles Schwab however staff is expecting the small 5,000 square foot retail building to be submitted within the fiscal year 3. OTHER COMMERICAL (SOLANA, DELOITTE, FIDELITY, OTHER) • Solana Plaza/Terrace o 8 remodel permits have been issued for the Solana Plaza or Solana Terraces • Deloitte o 1 building permit for Deloitte was issued for a remodel • Fidelity o 0 building permits to date for Fidelity o Fidelity Solar Farm submittal expected within the fiscal year ADOPTED FY 20-21 ACTUALS 1st&2nd QTR VARIANCE DAVIS/114 RETAIL CORNER Permit Fees & MEP 43,740$ 6,649$ (37,091)$ Inspection/Review Fees 2,338$ 5,805$ 3,467$ Grading & Excavation 600$ -$ (600)$ Erosion Control 1,500$ -$ (1,500)$ Fire Review 275$ 1,000$ 725$ Sub-total 48,452$ 13,454$ (34,998)$ GAS WELL PAD SITE Permit Fees & MEP 20,250$ -$ (20,250)$ Inspection/Review Fees 21,000$ -$ (21,000)$ Grading & Excavation 690$ -$ (690)$ Erosion Control 1,500$ -$ (1,500)$ Fire Review 3,000$ -$ (3,000)$ 46,440$ -$ (46,440)$ RESTAURANT ROW / CHAPEL / RECEPTION HALL Permit Fees & MEP -$ -$ -$ Inspection/Review Fees -$ -$ -$ Grading & Excavation -$ -$ -$ Erosion Control -$ -$ -$ Fire Review -$ -$ -$ -$ -$ -$ PLAZA MAYOR Permit Fees & MEP 419,953$ -$ (419,953)$ Inspection/Review Fees 348,676$ -$ (348,676)$ Grading & Excavation 2,541$ -$ (2,541)$ Erosion Control 6,000$ -$ (6,000)$ Fire Review 38,091$ -$ (38,091)$ Sub-total 815,262$ -$ (815,262)$ SMALL COMMERCIAL (<5,000 sf) Permit Fees & MEP 14,111$ -$ (14,111)$ Inspection/Review Fees 10,934$ -$ (10,934)$ Grading & Excavation 600$ -$ (600)$ Erosion Control 1,500$ -$ (1,500)$ Fire Review 500$ -$ (500)$ Sub-total 27,645$ -$ (27,645)$ SCHWAB PHASE 1 Permit Fees & MEP 14,111$ -$ (14,111)$ Inspection/Review Fees 10,934$ -$ (10,934)$ Grading & Excavation 600$ -$ (600)$ Erosion Control 1,500$ -$ (1,500)$ Fire Review 500$ -$ (500)$ Subtotal 27,645$ -$ (27,645)$ SOLANA REMODELS Permit Fees & MEP 70,000$ 74,963$ 4,963$ Inspection/Review Fees 45,000$ 80,651$ 35,651$ Grading & Excavation -$ -$ -$ Erosion Control -$ -$ -$ Fire Review 10,000$ 8,616$ (1,384)$ Subtotal 125,000$ 164,230$ 39,230$ DELOITTE REMODEL/EXPANSION Permit Fees & MEP 20,000$ 4,332$ (15,668)$ Inspection/Review Fees 20,000$ 2,804$ (17,196)$ Grading & Excavation -$ -$ -$ Erosion Control -$ -$ -$ Fire Review -$ -$ -$ Subtotal 40,000$ 7,136$ (32,864)$ FIDELITY Permit Fees & MEP -$ -$ -$ Inspection/Review Fees -$ -$ -$ Grading & Excavation -$ -$ -$ Erosion Control -$ -$ -$ Fire Review -$ -$ -$ Subtotal -$ -$ -$ OTHER COMMERCIAL Permit Fees & MEP 226,250$ -$ (226,250)$ Inspection/Review Fees 163,300$ -$ (163,300)$ Grading & Excavation 1,000$ -$ (1,000)$ Erosion Control 1,500$ -$ (1,500)$ Fire Review 6,500$ -$ (6,500)$ Subtotal 398,550$ -$ (398,550)$ Permit Fees 828,415$ 85,944$ (742,471)$ Inspection/Review Fees 622,182$ 89,260$ (532,922)$ Grading & Excavation 6,031$ -$ (6,031)$ Erosion Control 13,500$ -$ (13,500)$ Fire Review 58,866$ 9,616$ (49,250)$ Subtotal 1,528,995$ 184,820$ (1,344,175)$ TOTALCOMMERCIAL DEVELOPMENT CHARLES SCHWAB & FRONT 44 OTHER COMMERCIAL ENTRADA DEVELOPMENT FY 2020 PY Actuals ADOPTED Allocation YTD Actuals Percent Over through Annual of the through of YTD (Under) 2nd Quarter Budget YTD Budget 2nd Quarter Budget Budget M 260,776$ 378,000$ 159,833$ 47,184$ 30%(112,649)$ 17,814 9,200 4,600 169 4%(4,431) 278,590$ 387,200$ 164,433$ 47,353$ 29%(117,080)$ FY 2020 PY Actuals ADOPTED Allocation YTD Actuals Percent Over through Annual of the through of YTD (Under) 2nd Quarter Budget YTD Budget 2nd Quarter Budget Budget Operations & Maintenance 191,011$ 319,765$ 174,647$ 105,035$ 60%(69,611)$ Operating Transfers for Payroll 221,253 197,476 98,738 86,430 88%(12,308) Total Expenditures and Other Uses 412,264$ 517,241$ 273,385$ 191,465$ 70%(81,920)$ FY 2020 PY Actuals ADOPTED Allocation YTD Actuals through Annual of the through 2nd Quarter Budget YTD Budget 2nd Quarter $ 278,590 $ 387,200 $ 164,433 $ 47,353 412,264 517,241 273,385 191,465 (133,673)$ (130,041)$ (108,952)$ (144,112)$ 726,333 323,332 323,332 323,332 592,660 193,291 214,380 179,220 - - - - 592,660$ 193,291$ 214,380$ 179,220$ Total Operating Expenditures $412,264 $517,241 $273,385 $191,465 Daily Operating Cost $2,265 $1,417 $1,417 $1,417 # of Operating Days Unrestricted 262 136 151 126 Restricted Funds Net Change to Fund Balance Unrestricted Fund Balance Ending Fund Balance SUMMARY Total Expenditures & Other Uses Total Revenues & Other Sources Beginning Fund Balance (Estimated) FY 2021 REVENUES AND OTHER SOURCES (M) Based on number of months of receipts Hotel Occupancy Tax Misc Income FY 2021 FY 2021 Visitors Association Fund 03/31/21Quarter Ended Quarterly Financial Dashboard EXPENDITURES AND OTHER USES Total Revenues and Other Sources Positive •greater than 90% Cautious •between 70% -90% Negative •less than 70% Revenue Legend Positive •less than 100% Cautious •between 100% -110% Negative •greater than 110% Expenditure Legend EXEMPLARY GOVERNANCE Town Officials, both Elected and Appointed, exhibit Respect, Stewardship, Vision, and Transparency SERVICE EXCELLENCE Public Service that is Responsive and Professional, while balancing Efficiency, Effectiveness and Financial Stewardship Town of Westlake Dashboard Analysis for Quarter Ended 03/31/2021 VISITORS ASSOCIATION FUND TOTAL REVENUES AND OTHER SOURCES $ 387,200 Adopted Budget $ 164,433 YTD Budget $ 47,353 YTD Actual 29 % YTD Budget % $ (117,080) Over (Under) Budget HOTEL OCCUPANCY TAX $ 378,000 Adopted Budget $ 159,833 YTD Budget $ 47,184 YTD Actual 30 % YTD Budget % $ (112,649) Over(Under) Budget • YTD budget calculation is based on the number of months of receipts received for the same period in the prior year. o Marriott Hotel Tax (5 months)– under budget by $98,649 due to slow economic recovery as we navigate through the pandemic. o Deloitte Hotel Tax – under budget by $14,000 due to its closure related to COVID-19. MISCELLANEOUS INCOME $ 9,200 Adopted Budget $ 4,600 YTD Budget $ 169 YTD Actual 4 % YTD Budget % $ (4,431) Over(Under) Budget • This income includes revenues from interest income and insurance refunds. It also includes other types of revenues that will be event driven (i.e.) sponsorships, donations and special events from the Westlake Historical Board, and the Community Tree Lighting. Therefore, the income will not be received evenly throughout the year. • The majority of the variance is due to the cancellation of the Town’s 2020 Car show typically held in October as well as our annual Tree Lighting. Town of Westlake Dashboard Analysis for Quarter Ended 03/31/2021 VISITORS ASSOCIATION FUND TOTAL EXPENDITURES AND OTHER USES $ 517,241 Adopted Budget $ 273,385 YTD Budget $ 191,465 YTD Actual 70 % YTD Budget % $ 81,920 Over (Under) Budget OPERATIONS AND MAINTENANCE $ 319,765 Adopted Budget $ 174,647 YTD Budget $ 105,035 YTD Actual 60 % YTD Budget % $ (69,611) Over(Under) Budget • The Operations and Maintenance category is comprised of expenditures for the following departments; General Services, Communications, Historical Board and the Public Arts Board. These department's expenditures include marketing, dues, advertising, etc. These costs are not expended evenly over the fiscal year but should even out as the year progresses. PAYROLL TRANSFERS $ 197,476 Adopted Budget $ 98,738 YTD Budget $ 86,4330 YTD Actual 88 % YTD Budget % $ (12,308) Over(Under) Budget • This cost is affected by employee taxes and insurances costs and will fluctuate as policies change; (medical, dental, life, workers comp, unemployment). Utility Fund - 500 Quarterly Financial Dashboard PY Actuals ADOPTED Allocation YTD Actuals Percent Over through Annual of the through of YTD (Under) 2nd Quarter Budget YTD Budget 2nd Quarter Budget Budget %Water Revenues 32%1,362,538 3,887,401$ 1,233,628$ 1,364,697$ 111%131,069$ %Sewer/Waste Revenues 40%665,482 1,414,113 568,769 575,320 101%6,550 Tap/Impact Fee Revenues 20,877 119,015 59,508 150,371 253%90,863 Permit & Fee Revenues 27,400 268,011 78,550 67,700 86%(10,850) Misc Revenues 52,279 79,938 39,969 13,676 34%(26,293) 2,128,575$ 5,768,478$ 1,980,423$ 2,171,763$ 110%191,340$ PY Actuals ADOPTED Allocation YTD Actuals Percent Over through Annual of the through of YTD (Under) 2nd Quarter Budget YTD Budget 2nd Quarter Budget Budget Water Purchases 29%344,311$ 1,500,100$ 447,888$ 418,304$ 93%(29,584)$ Operations & Maintenance 2,347,433 3,406,798 1,331,899 1,014,381 76%(317,518) Operating Transfers for Payroll 184,777 552,283 276,142 244,448 89%(31,694) Transfers Out - 158,000 - - 100%- 2,876,521$ 5,617,181$ 2,055,928$ 1,677,133$ 82%(378,796)$ PY Actuals ADOPTED Allocation YTD Actuals through Annual of the through 2nd Quarter Budget YTD Budget 2nd Quarter Total Revenues & Other Sources 2,128,575$ 5,768,478$ 1,980,423$ 2,171,763$ Total Expenses 2,876,521 5,617,181 2,055,928 1,677,133 Net Change to Fund Balance (747,946) 151,297 (75,505) 494,631 Beg. Fund Balance (Working Capital)2,388,368 2,417,011 2,417,011 2,417,011 Endinging Fund Balance 1,640,422 2,568,308 2,341,506 2,911,642 Restricted Funds 1,371,200 894,261 894,261 986,250 Unrestricted Fund Balance 269,222$ 1,674,047$ 1,447,245$ 1,925,392$ Total Operating Expenses $2,876,521 $5,459,181 $2,055,928 $1,677,133 Daily Operating Cost $13,131 $14,957 $14,957 $14,957 # of Unrestricted Operating Days 21 112 97 129 FY 2021REVENUES AND OTHER SOURCES (%) Based on same % as prior year Total Expenses and Other Uses Total Revenues and Other Sources Quarter Ended 3/31/2021 FY 2020 SUMMARY FY 2020 FY 2021 EXPENSES AND OTHER USES FY 2020 FY 2021 Positive •greater than 90% Cautious •between 70% -90% Negative •less than 70% Revenue Legend Positive •less than 100% Cautious •between 101% -110% Negative •greater than 110% Expenditure Legend EXEMPLARY GOVERNANCE Town Officials, both Elected and Appointed, exhibit Respect, Stewardship, Vision, and Transparency SERVICE EXCELLENCE Public Service that is Responsive and Professional, while balancing Efficiency, Effectiveness and Financial Stewardship Town of Westlake Dashboard Analysis for Quarter Ending 03/31/2021 UTILITY FUND TOTAL REVENUES AND OTHER SOURCES $ 5,768,478 Adopted Budget $ 1,980,423 YTD Budget $ 2,171,763 YTD Actual 110% YTD Budget % $ 191,340 Over (Under) Budget WATER REVENUES $ 3,887,401 Adopted Budget $ 1,233,628 YTD Budget $ 1,364,697 YTD Actual 111% YTD Budget % $ 131,069 Over(Under) Budget • YTD budget calculation is based on the percentage of revenues received for the same period in the prior year (32%). • Increased revenue is due to additional residential and commercial developments; also, drier weather conditions occurred in the first six months of the fiscal year. SEWER/WASTE REVENUES $ 1,414,113 Adopted Budget $ 568,769 YTD Budget $ 575,320 YTD Actual 101% YTD Budget % $ 6,550 Over(Under) Budget • YTD budget calculation is based on the percentage of revenues received for the same period in the prior year (40%). • Residential sewer averages work in correlation with water usage based on the prior year quarter average consumption. • Commercial is based on the actual consumption. TAP AND IMPACT FEE REVENUES $ 119,015 Adopted Budget $ 59,508 YTD Budget $ 150,371 YTD Actual 253% YTD Budget % $ 90,863 Over(Under) Budget • These revenues are a direct reflection of new home starts and commercial building. • The overage in revenues is correlated to the increase in residential homes; current home starts are over mid-point by 7 new homes. Town of Westlake Dashboard Analysis for Quarter Ending 03/31/2021 UTILITY FUND PERMIT AND FEE REVENUES $ 268,011 Adopted Budget $ 78,550 YTD Budget $ 67,700 YTD Actual 86% YTD Budget % $ (10,850) Over(Under) Budget • Permit and Fee revenues are comprised of several different revenue types: o Deferred Duct Bank Revenue - from multi-year Duct Bank Fees received in prior years and allocated over length of the lease; Total annual budget is $4 1,161; will be recorded at year end o TRA Wastewater Settle-up Fees - Total annual budget is $69,750; will be received/recorded at year end. o Duct Bank Permit Fees - are a direct reflection of new home starts and are calculated using the Planning and Development forecast. Revenue is re corded as new home permits are processed; The total annual budget is $145,700; YTD budget is $72,850; actual received YTD is $62,000. MISCELLANEOUS REVENUES $ 79,938 Adopted Budget $ 39,969 YTD Budget $ 13,676 YTD Actual 34% YTD Budget % $ (26,293) Over(Under) Budget • Miscellaneous revenues are comprised of several different revenue types, including interest income, meter repair and replacement fees, insurance refunds, equity returns, and credit card administrative fees. • The majority of this variance is due to decreased interest income. Town of Westlake Dashboard Analysis for Quarter Ending 03/31/2021 UTILITY FUND TOTAL EXPEN SES AND OTHER USES $ 5,617,181 Adopted Budget $ 2,427,428 YTD Budget $ 1,677,133 YTD Actual 69% YTD Budget % $ (750,296) Over (Under) Budget WATER PURCHASES $ 1,500,100 Adopted Budget $ 447,888 YTD Budget $ 418,304 YTD Actual 93% YTD Budget % $ (29,584) Over(Under) Budget • YTD budget calculation is based on the percentage of invoices paid for the same period in the prior year (29%). OPERATIONS AND MAINTENANCE $ 3,406,798 Adopted Budget $ 1,331,899 YTD Budget $ 1,014,381 YTD Actual 76% YTD Budget % $ (317,518) Over(Under) Budget • Operations and Maintenance is comprised of several different expense types in the Utility Fund. Most of this variance is due to the Southlake-Wastewater Treatment expense, under budget by $254,123. Westlake has historically been billed for a portion of wastewater from the City of Southlake. This indirect billing was inefficient and created numerous issues due to sporadic and inaccurate invoices from Southlake. Westlake and Southlake constructed two separate sanitary sewer meter stations during late 2020 for TRA to begin directly billing Westlake. We will now begin to see the TRA Treatment expense increase as the remaining Southlake expense will decrease. Thus, we will remove the Southlake-Wastewater Treatment line item in next year’s budget since it is no longer needed. Town of Westlake Dashboard Analysis for Quarter Ending 03/31/2021 UTILITY FUND OPERATING TRANSFERS FOR PAYROLL COSTS $ 552,283 Adopted Budget $ 276,142 YTD Budget $ 244,448 YTD Actual 89 % YTD Budget % $ (31,694) Over(Under) Budget • This cost is affected by employee taxes and insurance costs and will fluctuate as policies change; medical, dental, life, workers comp, and unemployment. TRANSFERS OUT $ 158,000 Adopted Budget $ 0 YTD Budget $ 0 YTD Actual 100 % YTD Budget % $ 0 Over(Under) Budget • This category is comprised of a transfer out to the General Fund based on the forecasted Fort Worth Impact Fees on new home construction starts (transferred at year-end based on actual receipts) and transfers to conduit funds. o $68,000 Transfer Out to General Fund 100 o $60,000 Transfer Out to VMR 605 o $30,000 Transfer Out to UMR 510 Page 1 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, April 26, 2021 TOPIC: Discussion and consideration of a resolution to approve the proposal to develop a Feasibility Report for the Town of Westlake and the City of Keller for consolidated Fire and EMS services by the Matrix Consulting Group and authorizing the Town Manager to execute all contract documents relating thereto on behalf of the Town of Westlake, Texas. STAFF: Noah Simon, Deputy Town Manager STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Fiscal Responsibility Municipal & Academic Operations Exemplary Service & Governance - We set the standard by delivering unparalleled municipal and educational services at the lowest cost. Maximize Efficiencies & Effectiveness SUMMARY Recently, the Town of Westlake and City of Keller agreed to an Interlocal Agreement for consolidated full- time fire protection/prevention and emergency medical services for a period of sixteen months. Included in that approval was an equally shared feasibility study regarding consolidated fire protection/prevention and emergency medical services. Westlake and Keller staff, in the spirit of full transparency during this study process, was tasked to bring to each jurisdiction a proposal for the fesibility study for review and approval by their respective elected officials. Staff interviewed had conversations with a number of firms and ultimately interviewed two groups who specialize in this work nationally and recommend the Matrix Consulting Group as the firm best matching the needs of Westlake and Keller. While the study process does collect and analyze data from both agencies, the focus will be on the governance model/structure, finance component and the human resources element. The project manager is Robert Finn. Mr. Finn has previously served as the Chief of the Southlake Deartment of Public Safety and with more than 25 years experience in fire service operations and consulting, he is in a unique position to understand the needs of Westlake and Keller throughout this feasibility study. As a reminder, the potential consolidation is not being proposed as a potential cost savings measure, but as a means to improve public safety and position Westlake for future growth and development. Both Page 2 of 2 communities will maintain their current department budgets, compensation packages and recruitment procedures. Keller and Westlake will share equally in the cost of the consultant(s) necessary to perform the feasibility study. COUNCIL ACTION/OPTIONS Approve the resolution and authorize the Town Manager or her designee to enter into an Agreement with Matrix Consulting Group for a cost of $32,500 with 50% of the cost being paid for by the Town of Westlake. STAFF RECOMMENDATION Approve the resolution and authorize the Town Manager or her designee to enter into an Agreement with the Matrix Consulting Group for a cost of $32,500 with 50% of the cost being paid for by the Town of Westlake. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $32,500 Funding Source: General Fund Contract: Yes Forms: N/A ATTACHMENTS Resolution Proposal to Develop a Feasibility Report – Exhibit “A” Maxtrix Consulting Group Contract – Exhibit “B” Resolution 21-15 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-15 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A PROPOSAL TO DEVELOP A FEASIBILITY REPORT WITH MATRIX CONSULTING GROUP FOR CONSOLIDATED FULL-TIME FIRE PROTECTION/PREVENTION AND EMERGENCY MEDICAL SERVICES AND AUTHORIZING THE TOWN MANAGER TO EXECUTE ALL CONTRACT DOCUMENTS RELATING THERETO ON BEHALF OF THE TOWN OF WESTLAKE, TEXAS. WHEREAS, it has been determined by the Town Council of the Town of Westlake, Texas that it is in the best interest of the health, safety and general welfare of the people of the Town of Westlake to initiate a feasibility study for consolidated fire protection/prevention and emergency medical services with the City of Keller; and, WHEREAS, Town staff recommends the Matrix Consulting Group for the development of the feasibility report; and WHEREAS, the cost of the feasibility report will be shared equally between the Town of Westlake and the City of Keller; 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, the above findings are hereby found to be true and correct and are incorporated herein in their entirety. SECTION 2: That the Town of Westlake Town Council, Texas hereby approves the proposal to develop a feasibility report by Matrix Consulting Group, attached as Exhibit “A” for consolidated full-time fire protection/prevention and emergency medical services; for the cost of the report to be shared equally between the two localities; and authorizes the Town Manager to execute all contract documents, attached as Exhibit “B” relating thereto on behalf of the Town of Westlake, Texas. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 21-15 Page 2 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 26th DAY OF APRIL 2021. ______________________________ ATTEST: Laura Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney Proposal to Develop a Feasibility Report CITY OF KELLER AND TOWN OF WESTLAKE, TEXAS April 16, 2021 Resolution 21-15 Exhibit "A" Table of Contents Letter of Transmittal i 1 Work Plan 1 2 Qualifications 20 3 Pricing 29 April 16, 2021 Mark Hafner City Manager City of Keller 1100 Bear Creek Parkway Keller, TX 76248 Dear Mr. Hafner: The Matrix Consulting Group is pleased to provide you with our revised proposal to conduct a Fire Service Feasibility Study for the City of Keller and Town of Westlake. This proposal is based on our telephone conversation, interview meeting, knowledge of the communities and background research on the City Fire Rescue Department and Town Fire-EMS Department. A review of our services, experience, and qualifications will show that the Matrix Consulting Group is highly qualified because of its extensive experience evaluating fire staffing, operations, organization and management, throughout the United States in over 400 fire services studies. Many of these studies have been in the State of Texas, as shown in the following list: Albany, California Davenport, Iowa Palo Pinto County, Texas Anchorage, Alaska Dinuba, California Plano, Texas Athens, Texas Fort Lauderdale, Florida Reno, Nevada Bellingham, Washington Glenview, Illinois San Antonio, Texas Big Bear, California Hoboken, New Jersey Schertz, Texas Billerica, Massachusetts Los Banos, California Southlake, Texas Boston, Massachusetts New Rochelle, New York Westport, Connecticut We are also currently completing Fire Studies in Highland Beach (FL) and Columbus (OH). All of the staff for our proposed team are extremely experienced, having themselves conducted up to hundreds of fire service studies. As the President of the firm, with 40 years of public safety analytical experience, I would be assisted by a highly qualified team of staff consultants: mat rix consulting group • Robert Finn, a Senior Manager with over 9 years of consulting experience, who served as the Chief of the Southlake (TX) Department of Public Safety. • Terry Lewis, a Senior Consultant, who has been a fire consultant for over 7 years. He also has experience at all levels of the fire service, including as Chief of the Henderson, KY Fire Department. • Ryan Peterson, a Consultant with the firm that specializes in GIS analysis and the deployment options for properly locating fire stations. Our reputation in the consulting industry is as a ‘fact-based’ firm which has developed leading-edge models for the assessment of staffing and deployment needs as well as planning future needs. This analytical foundation is closely allied with our emphasis on extensive input and interaction with our clients throughout our projects. If you have any questions, please do not hesitate to contact me at 650-858-0507 or via email at rbrady@matrixcg.net. I can also be contacted at the letterhead address. Richard P. Brady Matrix Consulting Group Richard P. Brady President Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 1 1 Work Plan This section of the proposal illustrates our understanding of the project and the workplan to develop the Feasibility Report. 1. Project Understanding The City of Keller and Town of Westlake are seeking the services of a qualified consultant to identify efficiencies that could be realized through enhanced cooperative efforts between the City and Town Fire Departments. Specifically, the study will: • Develop baseline evaluations of each agency against industry best practices. • Evaluate the service delivery and performance of each agency. • Review and evaluate the support programs of each agency. • Evaluate the planning practices of each agency. • Detailed fiscal analysis of each agency. • Evaluation of efficiencies gained through changes to station response boundaries. • Developing partnering strategies for forming a Joint Powers Authority or Shared Services Model. • Develop equitable cost sharing strategies based on service needs. Keller Fire Rescue (KFR) is a career department that provides services from three fire stations located in the City. The Department staffs one aerial ladder, two engines and two mobile intensive care unit (MICU) ambulances daily. KFR serves a city of approximately 47,213 residents in an 18.5 square mile area according to 2019 United States Census estimates. The City enjoys a mix a residential and commercial occupancies with limited light industrial areas. Westlake Fire-EMS (WFD) is a combination department staffed with a mix of full-time career Firefighter/Paramedics and part-time Firefighter/Paramedics that provide Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 2 services to the Town from a single fire station. Daily staffing is five personnel that staff an engine and MICU ambulance. WFD serves a Town of approximately 1,709 residents in a 6.9 square mile area according to 2019 United States Census estimates. The Town is comprised of high end residential housing and several large corporate campuses with small commercial areas. 2. Project Scope of Work This section of the proposal illustrates how we will address the scope of work for this project. The Project Manager/Lead Analyst is responsible for ensuring each of the major tasks are completed according to the established project timeline. Staff from the agencies will be needed during tasks to assist with gathering data and setting up interviews required for the project as well as reviewing interim deliverables at the end of each task. 3. Task Plan Task 1 Project Initiation To fully meet the core requirements of conducting this study – including evaluating current operating environment as well as short term and long-range needs and feasibility of consolidation among the communities – the project team will need to develop an in- depth understanding of attitudes towards existing service levels and the unique characteristics of programs and community protection needs in each of the service areas. To provide this level of understanding, the project team will accomplish the following: • Interview the Keller City Manager, Westlake Town Manager, mayors and other elected officials in the municipalities. • Interview the leadership and staff of the fire agencies to obtain an initial understanding of the organization, major goals and recent trends as well as satisfaction with and improvement opportunities with current efforts at shared services. • Interview other regional stakeholders identified who are critical in developing strong background knowledge for the study, including finance, community planning, human resources, medical director and the like. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 3 • Initial interviews will focus on determining individual attitudes toward current fire protection and EMS service levels, programs, and community protection needs, including the following: – How services are currently funded – Adequacy of current funding levels and long-term funding needs. – Adequacy of existing service levels (e.g., response times, call results, etc.). – Any changes planned for staffing levels or in the next five years. – How any regional services are currently provided between the agencies. – Issues regarding inter-relationships among other regional departments. – How current budgeting and financial reporting. – Growth projections over the next five years in each service area. • We will also collect basic documents which "define" each fire agency internally and externally (e.g., budgets, financial plans, goals and objectives, policies and procedures, mission statements, overcall service trends, loss statistics, past studies, community plans, zoning maps, inventories, etc.). TASK RESULT Based on the results of these interviews and initial data collection, the project team will prepare an internal project team memo, which clearly develops the primary tasks to be performed, the persons responsible, a timeline and the potential obstacles discovered. Task 2 Develop a Descriptive Profile of the Fire Departments In order to further our understanding of service delivery and service objectives of the agencies involved in this study, the project team will collect a variety of data from each fire agency to develop a descriptive profile of current operations, staffing, station locations, apparatus and deployment plans. This analysis will allow the project team to provide our factual understanding of the current staffing, finances and how services are provided by each agency to their community. During this assessment we will also examine the current demand for services and workload by station response area and apparatus. We will collect and summarize the following information: • Basic descriptive information such as: Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 4 - Organizational charts for each agency. - Strategic or master planning documents. - Any annual reports. - Past or current emergency service studies or research. - Station and other facility locations. - Apparatus and vehicle inventories. - Capital assets owned by each agency. - Deployment plans. • Primary administrative documents including: - Standard Operating Guidelines (SOG’s), policies and procedures. - Mutual or automatic aid agreements. - Community planning documents, including future land use information. - Local census and demographic data. - Local Geographic Information Systems (GIS) data. - Financial data: current and recent budgets (3 years), long-range plans, projections, capital improvement programs and debt. - Current fee schedules and charges for services • Information about personnel including: - Number of personnel by rank and classification, including part-time. - Authorized versus actual staffing and numbers. • Summary of staff roles and responsibilities: - Staff schedules. - Pay plans, fringe benefit descriptions and costs. - Actual use of leave by classification. - Actual use of overtime by classification. - Training and certifications of each member, including fire status, EMS training status and certifications, hazardous materials, technical rescue. • Descriptive information about workload, call handling and performance from records management, NFIRS and CAD records including: - Calls for service by type. - Calls for service by time of day and day of week. - Calls by unit. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 5 - Dispatch processing time. - Reflex time. - Travel times. - Total scene times. • Training approaches: - Fire and EMS in-service training. - Targeted levels of training by person and by classification. - Use of dedicated or on-shift personnel for delivering training. • Fire Prevention records related to inspections, code enforcement, public education, fire investigations and plan reviews. • Current PSAP and dispatch provider(s) and related communications infrastructure. TASK RESULT This task will conclude in an interim project report showing the current factual understanding of each agency. Task 3 Conduct a Baseline Overview of Each Fire Agency. Once the profile has been reviewed for accuracy, the project team will have the database to conduct a baseline overview of each fire agency. This evaluation will include evaluation and overview of the following components: (1) Organizational Review An organizational review of each agency will be developed to provide a general description of the community served and each agency. This overview will include information such as: • Service area, population, geography and demographics. • History, formation and general description of each agency. • Current service delivery infrastructure. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 6 • Governance, foundational policies and lines of authority. • Organizational design. • Operating budget, funding, fees, taxation and financial resources. (2) Management Review The basic management components and processes of each organization will be reviewed to determine the overall mission, vision and goals for each agency and how those fit into the current response system. This will allow an assessment of how each agency is managed against best management practices. During this task, we will also review: • Mission, vision, strategic planning, goals and objectives. • How management conducts assessments of internal critical issues. • How future challenges are identified, assessed and planned. The full assessment of internal issues affecting each agency and how critical issues, future challenges and internal and external communication occur will be an important focus on the evaluation of management components. (3) Capital Asset and Capital Improvement Program Review The asset base in facilities and equipment will be reviewed and evaluated for each community. The relative condition and viability for continued use will be noted, to allow proper planning for future service delivery. The current Capital Improvement Plans for the replacement of capital assets will also be reviewed. (3.1) Facilities Stations and facilities will be evaluated based on their design and construction and how that relates to the ability of personnel to meet established performance standards. Overall, each station and facility will be observed to ensure that: • It offers a safe place for employees to operate. • It is compliant with codes. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 7 • It provides adequate facilities for employees to perform their required duties. • It is viable for conducting future operations. • General location in relation to the risks in the service area is appropriate. • Ability to accommodate additional personnel, apparatus and equipment. (3.2) Apparatus / Vehicles The apparatus and vehicles owned and operated by the agencies will be examined and an inventory list of existing apparatus and vehicles developed. The apparatus list will include: • Type of apparatus • Age and mileage/hours of operation • Condition and current service status • National Fire Protection Association (NFPA) compliance • Current replacement plans in place The future needs of each agency’s service area will also be examined to determine if the current apparatus and vehicles will meet these needs. (4) Staffing and Personnel Management The staff resources and personnel management systems of each agency will be reviewed and evaluated to determine the current levels of administrative, support and operational position staffing levels. Critical staffing functions will also be examined to determine: • How staff are distributed and deployed. • How the utilization of companies is achieved. • What human resource policies and procedures have been developed and whether any gaps exist. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 8 • What types of personnel reports and record keeping systems are utilized in the agencies. Is there consistency or redundancy in the current systems? • What are the current systems for recruiting, hiring and retaining personnel? • What are the current compensation and benefit packages for employees at each level of the organization? This information is not only critical from the perspective of understanding current descriptive information but also setting the stage for future alternatives. (5) Service Delivery and Performance The service levels and performance of each of the agencies will be evaluated individually as well as when operating as part of the larger regional response system. Both fire and emergency medical response capabilities will be analyzed. (5.1) Demand The Computer Aided Dispatch (CAD) records and Records Management System (RMS) reports will be utilized to determine the current demand for services in each service area and in the fire incident response system area. Each service provider will be analyzed by incident type, as well as time of day and day of week service demands. Calls will be analyzed to determine: • Call Type • Call location • Call frequency The project team will also conduct a basic risk assessment of the communities served to determine if training, fire flows and staffing levels are able to adequately address risks. The service demands will be displayed geographically for each agency and the overall study area in the form of an ArcView GIS spatial analyst maps. The following map serves as an example of a demand map: Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 9 (5.2) Distribution The study of distribution involves locating first-due resources geographically to assure rapid deployment in minimizing and terminating emergency incidents. Existing facilities in the service area will be analyzed through the ArcView GIS software to determine the predicted effectiveness of first-due personnel in accordance with adopted service level objectives. The capabilities of a former client are illustrated below: Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 10 (5.3) Concentration The study of concentration requires an analysis of the arrangement of multiple resources, to allow an effective response force to be assembled within adopted timelines. The ability for the current system to deploy and assemble an effective response force will be evaluated in the study area. An example of a concentration study map from a prior client is included below for illustrative purposes: Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 11 (5.4) Reliability The study of reliability uses actual incident history and data to measure the historical performance in accordance with adopted performance standards. Reliability can be determined by answering five questions: • Are established goals of performing something within X minutes, Y percent of the time met? • Is there sufficient depth in the system to provide coverage for calls for service? • Are there frequent instances of multiple calls occurring simultaneously? Does this effect system performance? Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 12 • Are there predictable times when queued calls for service occur? • Is there extra capacity in the system or within individual units? The project team will analyze the availability of staff and current workload and utilization of each company in the service area to determine actual or estimated failure rates based on the availability of data and show the impact on the ability to deploy an effective response force based on the findings. (6) Support Programs The Matrix Consulting Group will review the support programs present within each of the agencies for the critical areas of training, health and wellness, life safety services and communications. (6.1) Training The training and educational resources will be examined to ensure they are structured to provide the proper education and training for the agencies to achieve their stated mission. • Training records will be reviewed to determine the types and frequency of training provided to sworn and civilian personnel. • Training procedures, manuals and protocols will be reviewed to ensure they are current, up to date and reflect best practices. • Training schedules will be reviewed to ensure there is both a short and long-term training plan in place. • Training facilities will be examined to ensure they effectively support the training needs of agencies in the fire incident response system. The result of this task will be a thorough assessment of training and staff development programs. (6.2) Fire Prevention and Public Education The fire prevention/life safety services will be reviewed to ensure the agencies operate effective programs geared toward fire prevention, life safety, hazard risk reduction and the detection, reporting and control of fires and medical emergencies. The programs will Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 13 be reviewed to determine: • What fire prevention codes have been adopted. • Evaluation of the plan review and new construction process in place in each community. • What type of ongoing inspection programs are in place and what role suppression personnel have in the inspection program. • What type of public education programs are provided by the agencies. • What type of pre-incident planning and hazard identification programs are in place at the agencies. • What the agency’s role is in the investigation of fires occurring in its jurisdiction. • Are outside agencies used to investigate certain fires? The result of this task will be a multi-faceted assessment of the totality of the fire prevention and development review program as it relates to the fire service. (6.3) Planning The planning processes for each of the agencies will be reviewed to fully understand how planning is currently occurring. The planning components will be reviewed to determine: • Is there and adequate planning process in place? • What type of tactical planning is occurring? • What types of operational planning efforts are occurring? • What is the strategic planning process, how often is the strategic plan updated? • Are there long range plans for capital improvements or apparatus replacement? (6.4) Emergency Management This sub task will examine how emergency management functions are currently Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 14 performed in each community and how a consolidated approach can improve regional effectiveness in Emergency Management to include: • Emergency Operations Center • Staffing required to effectively conduct Emergency Management functions The result of this task provides an important step in understanding ‘organizational cultures’ and approaches to broad service delivery approaches. TASK RESULT This task will conclude in an interim project report showing the current performance and reliability of the fire, EMS and support systems. Task 4 Development of the Organizational Options and Financial Considerations At this point in the study, the project team will be in a position to begin to evaluate the various options ranging from status quo, partial consolidation, shared services, or full consolidation or merger. (1) Assumptions The project team will review the results of the first three tasks and develop a set of service level objectives that can be employed as a basis for structuring and costing a combined agency. Issue areas could include: • Deployment levels and practices • Use of civilian personnel • Staff utilization targets for civilian and sworn personnel • Scope of prevention and community programming • How support services should be handled Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 15 • How alternatives would be organized, staffed and costs allocated. (2) Organizational Options The Matrix Consulting Group has developed an analytical methodology for the analysis of the feasibility for consolidation. This analytical approach will be based on the following activities: • Utilization of state-of-the-art ArcGIS software. • Utilization of a complete road network of the service area. • Use of the most detailed call for service and EMS transport data available from the agencies. • After the data is compiled various alternatives can then be tested to determine which may be the “optimal” solution for the service delivery system for the communities in terms of opportunities for consolidation of the fire and EMS systems. The methodologies described above, as well as other techniques, would be used to meet the study objectives, including addressing the following: • How many stations are required and where should they be located to best meet identified service level objectives? • How will deployment needs change within a 5-year planning horizon? What impact will trends in service delivery have on the number of stations and apparatus that are needed or can be supported? • If some change in the number of stations is recommended, what are the specific benefits from that change? • The mix of career and part-time resources now and in the future. The focus will be on the analysis of the organizational and financial feasibility of increased shared services or consolidation between fire and EMS Services in each alternative. This sub-task will be devoted to: • Develop a resource plan of full and part-time staff to support the recommended Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 16 system distribution described above. • Developing a detailed plan of administrative and support staffing for a consolidated agency including: - Number and type of command positions - Administrative support staffing - Facility and apparatus maintenance - Fire prevention and public education programs • Developing a proposed compensation plan for the consolidated agency including salary ranges by position; estimated benefit costs for retirement plan contribution; and insurance and related costs. • Developing a detailed pro-forma annual operating budget including all expense items; overtime given deployment, availability, and minimum staffing targets; and provisions for apparatus replacement given the age, size and characteristics of the projected fleet. • Converting the projected budget to the revenue necessary to support these operations and compare to current costs. • Identifying the personnel/human resources issues associated with: - Any transition to another organizational form. - How to merge existing salary and fringe benefit packages. - Are there collective bargaining or pension issues to be addressed? - How to handle cross-training of existing staff. - Are additional support staff needed to provide required human resources, finance or information technology needs? - Which agency is best positioned to handle the support and administrative needs of a combined agency? • Providing analysis and recommendations regarding governance models and organizational structure. • Providing analysis and recommendations regarding the support and administrative needs related to a combined agency both internally and from a City/Town perspective. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 17 • Providing analysis and recommendations regarding the interim steps necessary to implement each alternative. (3) Financial Analysis This task will focus on determining the current fiscal state of each community and determining opportunities to improve the financial resources available for providing emergency services. The project team will work with finance personnel from each community to develop detailed costing elements. This detailed financial information will be used as a baseline for costing any type of consolidation analyzed during the project. Any available funding mechanisms will be fully vetted for operating in the status quo as well as in a consolidated environment. The financial analysis will include: • A five-year financial forecast for each identified option. • Value assessment of any identified surplus equipment and apparatus. • Replacement schedule and cost sharing of future apparatus and capital needs. • Development of a fee schedule for a consolidated operation. • PERS method needed to collect any unfunded actuarial liability of the agencies or changes needed in the PERS contribution. • Development of cost sharing options in multiple formats to ensure the most equitable cost sharing model is identified based on the service and support needs of each agency to include future capital costs over the planning period. • Detailed assessment of any cost avoidance resulting from the consolidated environment. • Comparative assessment of cost of services for other Northeast Tarrant County Fire Departments. TASK RESULT This task result in the development of governance, organizational, staffing and Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 18 financial considerations for each of the options available for providing fire and EMS services in the service areas. Task 5 Development of the Project Report and Presentation of Study Results Completion of the above tasks will result in the project team developing a draft and final report to summarize the issue and study recommendations. The process will include: • The Matrix Consulting Group will develop a detailed draft report for review and comment. The review is designed to ensure all elements required in the report have been adequately and factually addressed. The report will contain: - General partnering strategies to improve service delivery, efficiency and effectiveness of the Fire and EMS system between the agencies. - Options for shared or consolidated services to develop a regional approach for providing fire and EMS services. - Detailed fiscal analysis of all recommendations with budgets developed to illustrate the financial effects of any changes including transition costs, annual operating costs, long term liabilities and cost allocations. - Recommendations to improve the financial condition of each agency. - General partnering strategies • All analysis, findings, issues and recommendations from the previous tasks will be utilized in the development of the draft report. As each element had already been previously reviewed, there should be no surprises in the report. The draft and final report will fully address each of the points above, an executive summary and implementation strategies for all recommendations. Once the report has been reviewed and the final edits completed, the Matrix Consulting Group will present the findings and recommendations of the final report at a joint meeting of the community leaders and organizations included in the Feasibility Report. 3. Project Timeline The Matrix Consulting Group proposes to conduct this assignment over a period of 16 weeks, but is committed to remain available to the agencies to assist with any issues related to the implementations of recommendations both short and long-term that are a result of this project. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 19 The following table illustrates the project timeline as proposed: Proposed Project Schedule by Month 1 2 3 4 5 6 Initiation Stakeholder Input Profile Baseline Evaluation Organization and Finance Draft / Final Report Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 20 2 Qualifications This section illustrates the qualifications of both the firm and the personnel we propose as the project team for this engagement. 1. Introduction to the Matrix Consulting Group The Matrix Consulting Group is an organizational and management consulting firm dedicated to enhancing the efficiency and effectiveness of local governments, for their employees and the citizens they serve. Key elements of our approach to working with local governments in general and fire service agencies in particular include: • We are specialists, not generalists. Each member of our proposed project team has experience conducting scores of fire department reviews. • We maximize field time with our clients, typically devoting over half of our project budgets to obtain client input through interviews and data collection. • We take pride in exceeding expectations in every project. • We have a strong commitment and record of providing assistance to our clients to implement appropriate solutions to organizational and management issues. • Our corporate headquarters are in California. We also have an offices in Texas, Massachusetts, Oregon, Illinois and North Carolina. • Currently, we have 18 full time and 8 part time staff. While we provide a wide variety of services to local government, the analysis of public safety (police and fire) services is our largest service area. This is described in the following section of this proposal. 2. Fire Service Analytical Experience The firm and project team have extensive experience conducting fire and emergency service consolidation feasibility and merger support, including the evaluation and assessment of organizational structures, asset location, financial models, and governance models. The table on the following page provides a sample of other areas where we have conducted this type of work for clients: Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 21 Contract Service Evaluations Feasibility Studies Consolidation Analyses Countywide Studies Campbell, CA Indio, CA Orange County, CA Pacific Grove, CA Pomona, CA Reno/Washoe Cty, NV Sacramento, CA Seminole, FL Berlin, NH Coral Springs, FL Grants Pass, OR Highland, CA Parkland, FL Sarasota County, FL Scottsdale, AZ Sterling, IL Charlottes/Albemarle, VA Cleveland Suburbs, OH Des Moines Area, IA La Mesa/Lemon Grove, CA Lincoln, Rhode Island North Utah County, UT San Rafael/Marin, CA Saratoga/Sara. FPD, CA Albemarle County, VA Lee County, FL Palo Pinto County, TX Placer County, CA San Mateo, CA Santa Clara Cty, CA Seminole County, FL Stanislaus, CA The Matrix Consulting Group has conducted over 400 fire and emergency medical services studies. A summary of the Matrix Consulting Group’s fire and emergency medical services analytical experience in recent years is provided in the table below, including recent projects in Texas in bold: Albany, California Davenport, Iowa Palo Pinto County, Texas Anchorage, Alaska Dinuba, California Plano, Texas Athens, Texas Fort Lauderdale, Florida Reno, Nevada Bellingham, Washington Glenview, Illinois San Antonio, Texas Big Bear, California Hoboken, New Jersey Schertz, Texas Billerica, Massachusetts Los Banos, California Southlake, Texas Boston, Massachusetts New Rochelle, New York Westport, Connecticut We are also conducting fire studies in Highland Beach (FL) and Columbus (OH). 2. References The Matrix Consulting Group prides itself on providing reliable and timely services that are on budget. The following former clients can attest to the quality of work for fire and consolidation feasibility studies recently completed by our firm. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 22 Client Project Summary Cooper City, Florida Fire and Police Feasibility Study Kathryn Sims Assistant City Manager (954) 434-4300 Ext. 291 The Matrix Consulting Group was retained by the City of Cooper City to examine the feasibility of the City providing police and fire services locally as compared to contracting with the Broward County Sheriff’s Office. We worked closely with the City and a City Commission appointed Public Safety Advisory Board to develop assumptions and costs for providing police and fire services locally. The study found that there would be difficulty recruiting personnel to staff the local department and start-up capital costs outweighed any benefit from providing services locally. Ultimately several changes to the contract with the BCSO were recommended to save money and improve the reporting transparency from the BCSO to the City. Jefferson County, Oregon Feasibility Study Jeff Rasmussen County Administrator (541) 475-2449 The Matrix Consulting Group was retained by Jefferson County to determine the feasibility of the Jefferson County Fire District #1 and the Jefferson County Emergency Medical Services District to consolidate into a single district. The analysis indicated that the continued rising costs of providing emergency services in the County would result in both agencies reaching a point of deficit spending in the next several years. The analysis also showed there would be an improvement in operating costs as compared to revenue in a consolidated environment and recommended seeking voter approval to consolidate the districts with a tax rate of $2.1847 per $1,000 in assessed value. Berlin, New Hampshire Fire Service EMS Study James Wheeler City Manager (603) 752-7532 The Matrix Consulting Group was retained by the Town of Berlin to determine if EMS transport services should be provided by the Fire Department as opposed to contracting with a 3rd party private provider. The study examined facility needs, training requirements, current costs and revenues and the process for acquiring capital equipment needed to assume transport services. The analysis showed that moving EMS transport services into the Fire Department would cost the City an additional $8,673 the first year, but then generate savings of $60,000 - $100,000 in the subsequent five years. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 23 4. Project Team Qualifications The Matrix Consulting Group proposes to utilize a senior project team, including our President and other experienced personnel, one with direct fire service experience. The senior members of the team have between 10 and 30+ years of professional experience as consultants and/or fire professionals. The organization of the project team is as follows: Summary descriptions of each team member are provided below beginning with our proposed project manager: Robert Finn Senior Manager Lead Analyst Terry Lewis Senior Consultant Fire Analyst Ryan Peterson Consultant Data Analyst Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 24 Name/Title Summary of Professional Background, Experience, and Education Robert Finn Senior Manager Lead Analyst Lead Project Analyst Robert Finn is a Senior Manager with the Matrix Consulting Group and previously served as the Chief of the Southlake (TX) Department of Public Safety. Mr. Finn has a strong educational. Professional and consulting background in the fire service coupled with a successful track record that includes strategic planning, budgeting, change management, community relations, and building collaborative partnerships. He has over 25 years of experience in fire service operations and consulting. Robert Finn is also a Peer Assessor, Team Leader, and Technical Reviewer with the Commission on Fire Accreditation International (CFAI). Recent fire service consulting projects include Butte, Merced, Placer and Tuolumne Counties (CA), Coconut Creek, Cooper City and Winter Garden (FL), Billerica, Boston, Chelsea and Yarmouth (MA), Atherton, Big Bear, Dinuba, Dixon, Huntington Beach, Los Banos, Monterey, Redding, Santa Paula, Vernon and West Sacramento (CA), Estacada and Grants Pass (OR), DeKalb County (GA), Lincoln (RI), North Utah County (UT), Oshkosh (WI), San Antonio (TX), Steamboat Springs (CO) and Suffolk (VA). Mr. Finn has a MBA and Bachelor of Science in Public Safety Management from Grand Canyon University. Terry Lewis Senior Consultant Fire Analyst Project Analyst Terry Lewis is a Senior Consultant with our firm and has over 30 years’ experience as a consultant and fire service manager. He worked in all capacities of the fire service including financial management, fire prevention, public education and operations, eventually becoming Fire Chief. Terry also served as a Team Leader, Peer Assessor and Agency Mentor for Departments seeking accredited status from CFAI. Mr. Lewis was a member of our department study teams for Butte, Merced, Placer and Tuolumne Counties (CA), Coconut Creek and Cooper City (FL), Billerica, Boston and Yarmouth (MA), Atherton, Big Bear Dixon, Los Banos, Santa Paula, Vernon and West Sacramento (CA), Estacada and Grants Pass (OR), Mequon and Oshkosh (WI), and Steamboat Springs (CO). Mr. Lewis has a Bachelor of Science in Fire and Safety Engineering Technology and an Associates in Accounting from the University of Cincinnati. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 25 Ryan Peterson Consultant Data Analyst Data Analytics/GIS Mapping Ryan Peterson is a Consultant with the Matrix Consulting Group, specializing in GIS and data analytics. He has over five years of experience in conducting geospatial analysis for local and regional governments, having previously worked for the City of Portland and City of Beaverton, as well as the Tri-County Metropolitan Transportation District of Oregon (TriMet). His experience on analytical projects includes studies for Fort Worth (TX), Orange County (FL), Howard County (MD), Merced, Placer and Tuolumne Counties (CA), Coconut Creek and Cooper City (FL), Billerica, Boston and Yarmouth (MA), Atherton, Big Bear Dixon, Los Banos, Sacramento, Santa Paula, Vernon and West Sacramento (CA), Estacada and Grants Pass (OR), Mequon and Oshkosh (WI), and Steamboat Springs (CO). He holds a BS in Geography/GIS from University of Oregon, as well as a GIS Graduate Certificate from Portland State University, and a certificate in programming from the Epicodus School. Single page project team resumes are included in the pages that follow. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 26 ROBERT FINN SENIOR MANAGER, MATRIX CONSULTING GROUP – LEAD FIRE ANALYST Background: Robert Finn is a Senior Manager with the Matrix Consulting Group and previously served as the Chief of the Southlake (TX) Department of Public Safety. Mr. Finn has a strong educational background coupled with a successful track record that includes strategic planning, budgeting, change management, community relations, and building collaborative partnerships. Robert has over 30 years of fire service and consulting experience covering all aspects of the fire service industry. Fire Service Consulting Experience: Clients for whom Mr. Finn has served as the lead project analyst on fire service studies include the following: Anchorage (AK) Dinuba (CA) New Rochelle (NY) Auburn (ME) Estacada (OR) North Utah County (UT) Bedford (NY) Gulf Shores (AL) Oshkosh (WI) Bellingham (WA) Gulf Stream (FL) Pacific Grove (CA) Big Bear (CA) Hanford (CA) Palo Pinto (TX) Billerica (MA) Huntington Beach (CA) Peachtree City (GA) Boston (MA) Jefferson County (OR) Perrysburg (OH) Chelsea (MA) Lincoln (RI) Raleigh (NC) Cleveland (OH) Medina (MN) San Antonio (TX) Coconut Creek (FL) Mequon (WI) Steamboat Springs (CO) Cooper City (FL) Mercer County (CA) Sterling (IL) Davenport (IA) Mesa County (CA) Westport (CT) Dekalb County (GA) Monterey (CA) Yarmouth (MA) Public Safety Professional Experience: Mr. Finn has served at many levels in public safety, including as the following: • Chief of Police (2008 to 2011) • Chief of Fire Services (2004 to 2008) • Lieutenant of Professional Standards (1999 to 2004) • Lieutenant of Training (1995 to 1999) • Coordinator of Emergency Medical Services (1993 to 1995) • Firefighter / Driver / Paramedic (1987 to 1993) Education, Certification, and Training: Center for Public Safety Excellence as a Peer Assessor, Team Leader and Technical Reviewer Master of Business Administration in Executive Leadership and a Bachelor of Science in Public Safety Administration from the Grand Canyon University, Phoenix (AZ). Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 27 TERRY LEWIS SENIOR CONSULTANT, MATRIX CONSULTING GROUP – FIRE ANALYST Background: Terry Lewis has over 30 years of experience in the fire service. He began his career in 1980 with the Loveland-Symmes Fire Department in Ohio, where he worked until 1999, advancing through the ranks from Firefighter/Paramedic to Battalion Chief. While in Loveland Symmes, Chief Lewis worked in a variety of capacities including financial management, fire prevention, public education and managing the operations division. Terry was appointed Fire Chief in Henderson, Kentucky in 1999 until retiring in 2009. Fire Service Consulting Experience: Clients for whom Terry has served as project analyst on fire service studies include the following: Atherton (CA) Dixon (CA) Merced County (CA) Berlin (MD) Estacada (OR) New Rochelle (NY) Berlin (NH) Grants Pass (OR) Oshkosh (WI) Bellingham (WA) Greenwich (CT) Palo Pinto (TX) Big Bear (CA) Jefferson County (OR) Raleigh (NC) Billerica (MA) Los Banos (CA) Steamboat Springs (CO) Butte County (CA) Los Lunas (NM) Valley Center (KS) Coconut Creek (FL) Mat Su Borough (AK) Vernon (CA) Davenport (IA) Mequon (WI) Yarmouth (MA) Fire Chief, City of Henderson, Kentucky: Provided overall management and direction of fire suppression and risk reduction services, utilizing 60 personnel covering eighteen square miles and approximately 30,000 customers. Administered an annual operating budget of $4.5 million along with various capital improvement projects. He has also composed Standard of Cover Documents and served on the Board of a regional hazmat and technical rescue team. Peer Assessor and Technical Advisor: Served as a Peer Assessor and Technical Advisor (Mentor) during the Accreditation process for the following agencies: Clearwater (FL) King of Prussia (PA) Santa Clara County (CA) Country Side Fire District (IL) Lenexa (KS) Searcy (AR) Edmonton, Alberta Canada McChord AFB (WA) Summit (NJ) Fenton (MO) Menasha (WI) Wilson (NC) Fort Lee (VA) Port Huron (MI) Winter Park (FL) Education, Certification, and Training: Bachelor of Science in Fire and Safety Engineering Technology and Associate of Science in Accounting from the University of Cincinnati. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 28 RYAN PETERSON CONSULTANT, MATRIX CONSULTING GROUP – GIS/DATA ANALYST Background: Ryan Peterson is a Consultant with the Matrix Consulting Group, specializing in GIS and data analytics. He has over five years of experience in conducting geospatial analysis for local and regional governments, having previously worked for the City of Portland and City of Beaverton, as well as the Tri-County Metropolitan Transportation District of Oregon (TriMet). He has conducted data analysis for numerous public operations, including fire, law enforcement, planning, parks and recreation, and building. His analysis for public safety operations includes calls for service analysis, response times, station location and proximity to frequency of calls, and analysis of optimal fire station locations based on a various parameters and metrics. Public Safety Assessments/Analysis: Mr. Peterson has performed a wide array of analysis public sector clients. This work includes data collection and analysis, redistricting operation boundaries, current staffing analysis and future staffing projections. Representative projects include: Buckeye (AZ) Clayton (MO) Columbus (OH) Davenport (IA) Denton (TX) Dodge County (WI) Fort Worth (TX) Glen Heights (TX) Grand County (UT) Grants Pass (OR) Gulf Shores (AL) Hennepin County (MN) Lewisville (TX) Los Angeles (CA) Los Lunas (NM) Lynnwood (WA) Miami Beach (FL) Medina (MN) Mequon (WI) Monroe (WA) New Rochelle (NY) Orange County (FL) Oshkosh (WI) Puyallup (WA) Raleigh (NC) San Francisco (CA) Scott County (IA) Steamboat Spring (CO) Tacoma (WA) Yarmouth (MA) Education and Certification: BS, University of Oregon – Geography, Graduate Certificate in GIS – Portland State University, Certificate in Programming - Epicodus. Proposal to Develop a Fire Service Feasibility Report City of Keller and Town of Westlake, Texas Matrix Consulting Group Page 29 3 Pricing The Matrix Consulting Group is proposing to conduct the Fire Service Feasibility Study at a not-to-exceed cost of $32,500, as described in the following table: Lead Analyst Senior Consultant Data Analyst Cost Initiation 8 0 0 $1,480 Stakeholder Input 16 8 0 $4,160 Profile 8 20 16 $8,560 Baseline Evaluation 8 12 12 $4,780 Organization and Finance 24 20 0 $5,360 Draft / Final Report 16 24 8 $7,560 Total Hours 80 84 36 200 Hourly Rate $185 $150 $125 Total Professional Fees $14,800 $12,600 $4,500 $31,900 Project Expenses $600 Total Project Cost $32,500 Our usual practice is to invoice our clients monthly for time and materials up to the total project amount. We are also amenable to alternative invoicing arrangements. We will bill for travel and any related expenses at actual cost. Professional Services Agreement Page 1 Resolution 21-15 - Exhibit "B" AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES TO THE CITY OF KELLER AND THE TOWN OF WESTLAKE, TEXAS Matrix Consulting Group THIS AGREEMENT, entered into this 26th Day of April, 2021 and effective immediately by and between Matrix Consulting Group (hereinafter called the "CONSULTANT" and the City of Keller and the Town of Westlake, Texas (hereinafter called "KELLER AND WESTLAKE"), WITNESSETH THAT, WHEREAS, KELLER AND WESTLAKE desire to engage the CONSULTANT to Conduct a Fire Service Feasibility Report. NOW, THEREFORE, the parties hereto mutually agree as follows: (1) Employment of Consultant. KELLER AND WESTLAKE agree to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services described in CONSULTANT’S Proposal dated April 16, 2021 and incorporated into this Agreement as Attachment A. (2) Time of Performance. All services to be performed hereunder by the CONSULTANT shall be completed within 180 days of the project start date, unless this Agreement is terminated earlier as provided for herein. (3) Compensation. The KELLER AND WESTLAKE agree to pay the CONSULTANT a sum not to exceed $32,500. CONSULTANT agrees to complete the project and all services provided herein for said sum. (4) Method of Payment. The CONSULTANT shall bill monthly for hours completed to date as described in CONSULTANT’S Price Proposal. Total payments shall not exceed the amount shown in (3), above. KELLER AND WESTLAKE shall pay invoices within thirty (30) days of receipt. (5) Changes. KELLER AND WESTLAKE may, from time to time require changes in the scope of services of the CONSULTANT to be performed hereunder. Such changes, which are mutually agreed upon by and between KELLER AND WESTLAKE and the CONSULTANT, shall be incorporated in written amendment to this Agreement. (6) Services and Materials to be Furnished. KELLER AND WESTLAKE shall furnish the CONSULTANT with all available necessary information, data, and material pertinent to the execution of this Agreement. KELLER AND WESTLAKE shall cooperate with the CONSULTANT in carrying out the work herein and shall provide adequate staff for liaison with the CONSULTANT. Professional Services Agreement Page 2 (7) Termination of Agreement. If, for any cause, the CONSULTANT shall fail to fulfill in timely and proper manner his obligation under this agreement, KELLER AND WESTLAKE shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. (8) Records and Inspections. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of one year after the completion of the project. KELLER AND WESTLAKE shall have free access at all proper times to such records, and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings, and activities. (9) Completeness of Contract. This contract and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. (10) Hold Harmless. Each party shall be responsible for its own acts and will be responsible for all damages, costs, fees and expenses which arise out of the performance of this Agreement and which are due to that party’s own negligence, tortious acts and other unlawful conduct and the negligence, tortious action and other unlawful conduct of its respective agents, officers and employees. (11) Insurance. Consultant agrees to maintain insurance during the term of this Agreement: for comprehensive general liability in the amount of $2,000,000 per occurrence and $4,000,000 in aggregate; automobile liability insurance in the amount of $1,000,000; workers’ compensation insurance in the amount of $1,000,000 and professional liability in the amount of $1,000,000 per occurrence and $3,000,000 in aggregate. CONSULTANT shall provide KELLER AND WESTLAKE with an insurance certificate which names the KELLER AND WESTLAKE as an additionally insured. (12) Assignability. The parties hereby agree that Consultant may not assign, convey or transfer its interest, rights and duties in this Agreement without the prior written consent of KELLER AND WESTLAKE. (13) Notices. Any notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the addresses noted below: Mark Hafner, City Manager Amanda DeGan, Town Manager Richard P. Brady, President City of Keller Town of Westlake Matrix Consulting Group 1100 Bear Creek Parkway 1500 Solana Blvd. 1650 S Amphlett Blvd., #213 Keller, TX 76248 Westlake, TX 76262 San Mateo, CA 94402 Professional Services Agreement Page 3 IN WITNESS WHEREOF, KELLER AND WESTLAKE and the CONSULTANT have executed this agreement as of the date first written above. CITY OF KELLER, TEXAS By: __________________________ Mark Hafner, City Manager Date: TOWN OF WESTLAKE, TEXAS By: __________________________ Amanda DeGan, Town Manager Date: MATRIX CONSULTING GROUP By: __________________________ Richard P. Brady, President Date: Page 1 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, April 26, 2021 TOPIC: Discussion and consideration of Approval of a Resolution authorizing an Inter-Local Agreement with Tarrant County for the reconstruction of Ottinger Road from the Keller boundary to Schwab Way, authorizing the Town Manager to execute the agreement and authorizing Town staff to make funding changes not to exceed $25,000 on this project. STAFF: Troy Meyer, Facilities and Public Works Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Informed & Engaged Citizens / Sense of Community People, Facilities, & Technology High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Improve Technology, Facilities & Equipment SUMMARY In the proposed Inter-Local Agreement (ILA) with Tarrant County for the reconstruction of Ottinger Rd., Tarrant County will provide all reconstruction labor and the Town of Westlake will provide materials, traffic control, removal of the existing asphalt, and drainage improvements. This agreement leverages favorable pricing through economies of scale for construction materials and services secured through the County's competitive bidding process. Construction is scheduled to begin in the summer of 2021 with work starting at the Westlake- Keller boundary and terminate at Denton County line on Ottinger Road. Repaving improvements will include the reclamation of existing asphalt incorporated with the re-stabilization of the road base and 5" asphalt surface. Stabilization will extend 1' from the edge of the pavement. The $593,250 is the approved amount in the FY 20-2021 CIP budget. The cost for the Inter-Local Agreement (ILA) with Tarrant County is $530,679.00 which would be cash funded from the CIP budget. The remaining balalance will be used for other project items outside of this agreement. Staff will contue to work with Tarrant County to look at reducing the cost of the project for the Page 2 of 2 section of Ottinger Road north of the Westlake Academy to Schwab Way as the alignment of this road may change over the next 10 years. Staff is discussing an option to widen Ottinger Road from just south of the Deloitte service entrance to the north school zone flashing signs. This would include a center lane allowing to queue up cars for both the PYP and MYP entrances.We would need to relocate school flashers, drainage pipes, trail crossing and railing and remove 5 to 7 trees. The additional widening project would be funded by Hillwood. COUNCIL ACTION/OPTIONS • Approve Resolution • Reduce the scope/cost of the project Delete improvements to the north of the Academy 5 to 10 yeasr live of the road surface • Delay the project Summer of 2022 STAFF RECOMMENDATION Staff recommends approval of the Inter-Local Agreement with Tarrant County for the reconstruction of Ottinger Road, authorizing the Town Manager to execute the agreement and authorizing Town staff to make funding changes not to exceed $25,000 on this project. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $593.250.00 Funding Source: Capital Projects Fund Contract: Yes Forms: N/A Service Levels: No DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed work will be completed after school is out for summer vacation. The project will include some lane reconfigurations that will ease traffic congestion during student drop-off. Comprehensive Plan: No Cost Recovery Analysis: The project does impact the cost recovery model Traffic Impact: Traffic will be intermittedly impacted during construction, but the project will provide for improve congestion on Ottinger Road experienced during student drop-off. ATTACHMENTS Resolution Exhibit “A” ILA Exhibit “B” NTP Resolution 21-16 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 21-16 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING AN INTER-LOCAL AGREEMENT WITH TARRANT COUNTY FOR THE RECONSTRUCTION OF OTTINGER ROAD, AUTHORIZING THE TOWN MANAGER TO EXECUTE THE AGREEMENT AND AUTHORIZING TOWN STAFF TO MAKE FUNDING CHANGES NOT TO EXCEED $25,000 ON THIS PROJECT. WHEREAS, Tarrant County and the Town of Westlake are both governmental entities engaged in the purchase of goods and services, which is a recognized governmental function; and, WHEREAS, the Town Council desires to provide residents and commuters safe and aesthetically pleasing streets and infrastructure; and, WHEREAS, the Town Council finds that the Inter-Local agreement and improvements of Ottinger Rd. is a benefit to the public; 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 Council of the Town of Westlake hereby approves the Tarrant County Inter-Local agreement attached as Exhibit “A” and authorizes the Town Manager or designee to sign on behalf of the Town of Westlake and authorizes Town staff to make funding changes not to exceed $25,000 on this project. SECTION 3: That the Town Council of the Town of Westlake hereby notify Tarrant County that the project may proceed, attached as Exhibit “B” as specified. SECTION 4: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 21-16 Page 2 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 26 TH DAY OF APRIL 2021. ATTEST: _____________________________ Laura Wheat, Mayor _______________________________ APPROVED AS TO FORM: Todd Wood, Town Secretary _______________________________ L. Stanton Lowry, Town Attorney Resolution 21-15 – Exhibit “A” Page 1 of 6 THE STATE OF TEXAS INTERLOCAL AGREEMENT COUNTY OF TARRANT This Interlocal Agreement is between Tarrant County, Texas (“COUNTY”), and the Town of Westlake (“TOWN”). WHEREAS, the TOWN is requesting the COUNTY’s assistance to: • Rehabilitate and Resurface Ottinger Road (1) located within the Town of Westlake from Town Limits to 200 ft south of Dove Road (Approximately 1,800 linear feet). • Resurface Ottinger Road (2) located within the Town of Westlake from 200 ft South of Dove Road to North Driveway of Westlake Academy (3,250 ft north ) (Approximately 3,450 linear feet). • Rehabilitate and Resurface Ottinger Road (3) located within the Town of Westlake from North Driveway of Westlake Academy (3,250 ft North of Dove Road) to Schwab Way (Approximately 4,200 linear feet). Hereinafter, collectively referred to as the “Project”. WHEREAS, the Interlocal Cooperation Act contained in Chapter 791 of the Texas Government Code provides legal authority for the parties to enter into this Agreement; and WHEREAS, during the performance of the governmental functions and the payment for the performance of those governmental functions under this Agreement, the parties will make the performance and payment from current revenues legally available to that party; and WHEREAS, the Commissioners Court of the COUNTY and the Town Council of the TOWN each make the following findings: a. This Agreement serves the common interests of both parties; b. This Agreement will benefit the public; c. The division of costs fairly compensates both parties to this Agreement; and Resolution 21-15 – Exhibit “A” Page 2 of 6 d. The TOWN and the COUNTY have authorized their representative to sign this Agreement. e. Both parties acknowledge that they are each a “governmental entity” and not a “business entity” as those terms are defined in Tex. Gov’t Code § 2252.908, and therefore, no disclosure of interested parties pursuant to Tex. Gov’t Code Section 2252.908 is required. NOW, THEREFORE, the COUNTY and the TOWN agree as follows: TERMS AND CONDITIONS 1. COUNTY RESPONSIBILITY The COUNTY will furnish the labor and equipment to assist the TOWN in completing the Project: • Ottinger Road (1): Following milling and removal of the excess materials by the TOWN, the COUNTY will stabilize the exposed subgrade, regrade, shape, and prime the roadbed, place two inches of asphalt base, place two inches of asphalt surface, backfill the pavement edges and clean the project jobsite. • Ottinger Road (2): Following milling and removal of the excess materials by the TOWN, the COUNTY will place two inches of asphalt surface and clean the project jobsite. • Ottinger Road (3): Following milling and removal of the excess materials by the TOWN, the COUNTY will stabilize the exposed subgrade, regrade, shape, and prime the roadbed, place two inches of asphalt base, place two inches of asphalt surface, backfill the pavement edges and clean the project jobsite. 2. TOWN RESPONSIBILITY 2.1 The TOWN will furnish and pay for the actual cost of the materials, including any delivery or freight cost. The TOWN will provide a purchase order and will be billed directly by the material supplier. The COUNTY may accumulate and bill the TOWN for incidental material cost. Resolution 21-15 – Exhibit “A” Page 3 of 6 2.2 The TOWN will pay for one-half of the COUNTY’s fuel used to construct this Project. The COUNTY will invoice the TOWN for the fuel consumed at the conclusion of the Project. 2.3 The TOWN will be responsible for all traffic control necessary to safely construct this project. This responsibility includes all advance notices, signage, barricades, pilot vehicles, and flagmen necessary to control traffic in and around the construction site. The TOWN will be responsible for and provide portable message boards to supplement traffic control as needed. 2.4 The TOWN will make all necessary repairs and preparations to the existing roadway prior to the COUNTY starting work. 2.5 The TOWN will adjust all utilities, manholes and valve boxes for this Project. 2.6 The TOWN will provide the COUNTY with a hydrant meter and all the water necessary for construction of the Project at no cost to the COUNTY. 2.7 The TOWN will provide or pay for any engineering, survey, and laboratory testing required for this Project. 2.8 The TOWN will furnish a nearby site for dumping all spoils and waste materials generated during construction of this Project. 2.9 The TOWN will provide the material to backfill the pavement edges for this project. 2.10 If required, the TOWN will be responsible for the design and development of a Storm Water Pollution Prevention Plan (SWPPP). The TOWN further agrees to pay for all cost (including sub-contractor materials, labor and equipment) associated with the implementation of the plan. The COUNTY will be responsible for maintenance of the plan during the duration of the Project. Documentation and record keeping of the SWPPP will be the responsibility of the TOWN. 3. PROCEDURES DURING PROJECT COUNTY retains the right to inspect and reject all materials provided for this Project. If the TOWN has a complaint regarding the construction of the project, the TOWN must complain in writing to the COUNTY no later than 30 days of the date of project completion. Resolution 21-15 – Exhibit “A” Page 4 of 6 4. NO WAIVER OF IMMUNITY This Agreement does not waive COUNTY rights under a legal theory of sovereign immunity. This Agreement does not waive TOWN rights under a legal theory of sovereign immunity. 5. OPTIONAL SERVICES 5.1 If requested by the TOWN, the COUNTY will apply permanent striping coordinated through the Transportation Department. Application of striping by the COUNTY is limited to Project roadways. If the TOWN desires permanent striping applied to any roadways or portions of roadways not covered by this Agreement, the TOWN will need to enter into a separate agreement with the COUNTY for the provision of those services. 5.2 If requested by the TOWN, The TOWN will reimburse the COUNTY for actual cost of any overtime hours the TOWN requires the COUNTY to provide watering the roadway for dust control after regular work hours. 5.3 If requested by the TOWN, the COUNTY will provide traffic control required for the Project. This responsibility includes all signage, barricades, pilot vehicles, and flagmen necessary to control traffic in and around the construction site with the exception of any portable changeable message boards which will be supplied by the TOWN. Traffic control measures provided by the COUNTY will be billed at the actual labor cost plus 10% for use of the COUNTY traffic control devices. 6. TIME PERIOD FOR COMPLETION The TOWN will give the COUNTY notice to proceed at the appropriate time. However, the COUNTY is under no duty to commence construction at any particular time. Resolution 21-15 – Exhibit “A” Page 5 of 6 7. THIRD PARTY This contract shall not be interpreted to inure to the benefit of a third party not a party to this contract. This contract may not be interpreted to waive any statutory or common law defense, immunity, including governmental and sovereign immunity, or any limitation of liability, responsibility, or damage of any party to this contract, party’s agent, or party’s employee, otherwise provided by law. The relationship between the parties to this Agreement does not create a partnership or joint venture between the parties. This Agreement does not appoint any party as agent for the other party. 8. JOINT VENTURE & AGENCY The relationship between the parties to this Agreement does not create a partnership or joint venture between the parties. This Agreement does not appoint any party as agent for the other party. 9. EFFECTIVE DATE This Agreement becomes effective when signed by the last party whose signing makes the Agreement fully executed. 10. TERMINATION This Agreement will automatically terminate on either September 30, 2021 or on the date the project is completed, whichever occurs first. Notwithstanding the foregoing, or any other language to the contrary, either party may terminate this Agreement without cause upon thirty (30) days’ written notice to the other party prior to the intended date of termination. In the event of termination by either party, neither party shall have any further obligations to the other party under this Agreement, except that the TOWN remains liable to the COUNTY for any outstanding invoice for materials that the COUNTY provides for the project, if any. Resolution 21-15 – Exhibit “A” Page 6 of 6 TARRANT COUNTY, TEXAS TOWN OF WESTLAKE _______________________________ ___________________________ B. Glen Whitley Amanda DeGan County Judge Town Manager Date: ________________________ Date: ______________________ _______________________________ ___________________________ Gary Fickes Troy J. Meyer Commissioner, Precinct 3 Director of Public Works Date: ________________________ Date: ______________________ Attest: ___________________________ APPROVED AS TO FORM* APPROVED AS TO FORM AND LEGALITY ______________________________ ___________________________________ Criminal District Attorney’s Office* Town Attorney * By law, the Criminal District Attorney’s Office may only approve contracts for its clients. We reviewed this document as to form from our client’s legal perspective. Other parties may not rely on this approval. Instead those parties should seek contract review from independent counsel. RESOLUION 21-16 Exhibit “B” NOTICE TO PROCEED The Town of Westlake hereby notifies Tarrant County that the project may proceed, as specified in the attached Agreement, on or after: _____________________________ Date _______________________________________ Town Manager or Designee Town of Westlake, Texas Scope of Services • Rehabilitate and Resurface Ottinger Road (1) located within the Town of Westlake from Town Limits to 200 ft south of Dove Road (Approximately 1,800 linear feet). • Resurface Ottinger Road (2) located within the Town of Westlake from 200 ft South of Dove Road to North Driveway of Westlake Academy (3,250 ft north ) (Approximately 3,450 linear feet). • Rehabilitate and Resurface Ottinger Road (3) located within the Town of Westlake from North Driveway of Westlake Academy (3,250 ft North of Dove Road) to Schwab Way (Approximately 4,200 linear feet). PRESENTATION AND DISCUSSION REGARDING THE COVID-19 PANDEMIC, INCLUDING UPDATES AND RECOMMENDATIONS ON MUNICIPAL AND ACADEMIC OPERATIONS. Town Council Item # 10 EXECUTIVE SESSION: The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.087: 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: - Front 44 - Entrada - PD7 (Spencer Ranch) b. Section 551.071(2) – Consultation with Town 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. c. Section 551.071(2) 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. d. Section 551.071 - Discussion with the Town Attorney regarding pending, threatened, or contemplated litigation regarding BRS. e. Section 551.071 - Consultation with Attorney - to seek advice of counsel regarding Granada Homeowners' Association and ACC matters. f. Section 551.073 - Deliberations Regarding Gifts and Donations. Town Council Item # 11 – Executive Session Town Council Item # 12 – Reconvene Town Council Meeting TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. Town Council Item # 13 – Necessary Action Town Council Item # 14 – Council Recap/Staff Direction FUTURE AGENDA ITEMS: Any Council or Board Member may request at a workshop and / or Council or Board meeting, under “Future Agenda Item Requests”, an agenda item for a future Council or Board meeting. The Council or Board Member making the request will contact the Town Manager/Superintendent with the requested item and will list it on the agenda. At the meeting, the requesting Board Member will explain the item, the need for Council/Board discussion of the item, the item’s relationship to the Council and/or Board’s strategic priorities, as well as the amount of estimated staff time necessary to prepare for Council or Board discussion. If the requesting Council or Board Member receives a second, the Town Manager/ Superintendent will place the item on the Council or Board of Trustees agenda calendar, allowing for adequate time for staff preparation on the agenda item. Town Council Item # 15 – Future Agenda Items Town Council Item # 16 – Adjournment