Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
10-25-22 TC BOT Agenda Packet
TOWN OF WESTLAKE TOWN COUNCIL/WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING AGENDA 1500SOLANABLVD,BUILDING7,SUITE7100,COUNCILCHAMBER WESTLAKE, TX 76262 October 25, 2022 4:00 P.M. CLOSED EXECUTIVE SESSION 5:30 P.M. WORK SESSION 6:00 P.M. REGULAR MEETING The Town Council of the Town of Westlake serves as the governing Board for Westlake Academy. This agenda may contain both municipal and Westlake Academy items, which will be clearly identified. The open portion of the meeting will begin at 5:30 p.m. for Work Session and 6:00 p.m. for Regular Session on October 25, 2022. In an effort of transparency, this meeting will be viewable to the public via Live Stream and also available for viewing after the meeting. In an effort of meeting efficiency, any residents wishing to speak on action items must submit a speaker request form to the Town Secretary. CLOSED EXECUTIVE SESSION (4:00 P.M.) 1. Call to order and announce closed session item(s). 2. The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.074(a)(1): Deliberation Regarding Personnel Matters – to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager b. Section 551.089: Deliberation Regarding Security Devices, or Security Audits - School Resource Officer/Keller Police Contract/Academy Security Audit WORK SESSION – Call to Order (5:30 P.M.) 3. Discuss Town Hall Lease Extension REGULAR MEETING – Call to Order (6:00 P.M.) 4. PLEDGE OF ALLEGIANCE 5. CITIZEN/PARENT 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. Any residents wishing to speak on action items must submit a speaker request form to the Town Secretary. (Best practice is to submit the speaker form prior to the start of the meeting.) If your questions are satisfied, you may TC/BOTAgenda–10/25/2022 Page 1 of 3 choose not to speak. 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. 6. 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. 7. CONSENT AGENDA: All items listed below are considered routine by the Town Council and/or Board of Trustees and will be enacted with one motion. There will be no separate discussion of items unless a Council/Board 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 Joint Town Council/Board of Trustees meeting minutes from the following meetings; and take appropriate action October 3, 2022 Regular Meeting October 17, 2022 Special Meeting b. Consider approving Resolution 22-67 appointing a Chair and Vice Chair to the Planning and Zoning Commission; and take appropriate action 8. REPORTS: Reports are prepared for informational purposes and will be accepted as presented. (There will be no presentations associated with the report items.) There will be no separate discussion unless a Town Council Member requests that report be removed and considered separately REGULAR AGENDA ITEM(S) 9. Receive an update from the Keller Police Department 10. Receive an update from the Town’s Financial Advisor 11. Consider approving Resolution 22-64 approving the Entrada assignment of rights, covenants and obligations of the economic development program agreement and a development and subdivision improvement agreement, from Maguire Partners – Solana Land, L.P. to MRW Investors, LLC, and authorizing the Mayor to approve the assignment on behalf of the Town; and take appropriate action 12. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 13. COUNCIL RECAP/STAFF DIRECTION. 14. FUTURE AGENDA ITEMS: These items have been discussed by Town Council and scheduled to be placed on future Council Agendas allowing for adequate time for staff TC/BOTAgenda–10/25/2022 Page 2 of 3 TOWN COUNCIL AGENDA ITEM Workshop - Discussion Item Tuesday, October 25, 2022 TOPIC: Presentation and Discussion of Town Hall leasing options. TAFF: Troy Meyer, Assistant Town Manager S STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Exemplary Education - Westlake is Informed & Engaged Improve Technology, People, Facilities, & an international educational leader Citizens / Sense of Facilities & Technology where each individual's potential is Community Equipment maximized. SUMMARY In 2017 the Town offices moved from the Solana Plaza due to the increase in staff and level of service to our community. The new office space, located at 1500 Solana Blvd., Bldg. 7 Suite 7200, increased our office space from 13,000 sq. ft. to 20,000 sq. ft., which included the Town Council Chambers/Courtroom, office space, and storage. The 10-year lease included adding an amenity center to building 7 with a fitness center, conference spaces, coffee bar and dining area for all tenants in the Terrace location. Other improvements included landscaping, parking area and outdoor seating areas. In 2021 all these improvements were completed. The lease began on June 1, 2017, with a base lease rate of $16.00 Rental Square Feet (RSF) for the first year with an annual increase of $.50 per year plus operating expenses estimated at $8.00/RSF and estimated electricity at $2.10/RSF. The current lease expiration is May 2028. Staff is working with the landlord on a 5- and 10-year renewal lease for current space and expanding the current space by 3,284 RSF. Page 1 of 3 The following three option were proposed to staff. The current lease rate is at $19.00/RSF (rentable square feet) with an increase in common space in November 2022. Annual in increase of $.50 per year with a renewal in 2028 Option A Increase sq. ft. to 3,284 10-year term– renewal in 2033 New space only until 2028, Months 01-12: $19.50/RSF + operating expenses, taxes (NNN) + Electricity with 3.0% annual escalations thereafter Tent Improvements (TI) allowance $49.00/RSF Option B Increase sq. ft. to 3,284 7-year term to 2030 New space only until 2028, Months 01-12: $20.00/RSF + NNN + Electricity with 3.0% annual escalations thereafter TI allowance $49.00/RSF Option C No increase in sq. ft. 5-year term to 2033 After 2028, Months 01-12: $24.00/RSF + NNN + Electricity with 3.0% annual escalations thereafter No TIallowances COUNCILACTION/OPTIONS Direction to staff on Town Hall lease - even or ten-year renewal option. Keep current lease as is and renew in 2028 STAFF RECOMMENDATION FISCAL/SERVICELEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: N/A Funding Source: Contributions/Grants Contract: No Forms: N/A Service Levels: DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Town of Westlake: N/A. Comprehensive Plan: N/A. Cost Recovery Analysis: N/A. Traffic Impact: N/A. Page 2 of 3 ATTACHMENTS E XHIBIT AT OWN H ALL L EASE P ROPOSAL Page 3 of 3 Formatted: Font: 14 pt EXHIBIT A LEASE PROPOSAL for Town of Westlake (“Tenant”) October 6May 24, 2022 BUILDING: Terraces at Solana Building 7 (“Building”) 1500 Solana Blvd- Building 7, Westlake, TX 76262 https://www.terracesatsolana.com/ OWNERSHIP: The Building is owned by an affiliate of GlenStar Properties. EXPANSION PREMISES: Approximately 3,284 RSF in Building 7 to be clearly defined (cross- hatched) in Exhibit A. EXISTING PREMISES: Currently approximately 20,580 RSF pursuant to the lease. The current lease expiration date for the Existing Premises is May 31, 2028 (“Existing Premises LED”). Note the Existing Premises RSF will change pursuant to the original lease agreement. COMMENCEMENT DATE: Options A or B - Rent shall commence the earlier of May January 1, 2023 or upon substantial completion of the Expansion Premises. Options C – June 1, 2028. EXPANSION PREMISES LEASE TERM: Option A - One hundred and twenty (120) months from the Commencement Date. Option B – Eighty-four (84) months from the Commencement Date. Option C – Existing Premises only. This option does not include the Expansion Premises (Options A or B). EXISTING PREMISES LEASE TERM: Option A or B - The Existing Premises lease shall be extended to run coterminous to the Expansion Premises Lease Term. Option C – Objective is to extend Tenant’s existing lease term to 10 years. This assumes a lease amendment is fully executed on or before December 31, 2022 thus making January 1, 2023 the effective date for determination of the 10 year lease term. As such, if the effective date is January 1, 2023 with Tenant’s existing lease expiration date being May 31, 2028, Tenant’s new lease expiration date shall be December 31, 2032, having been extended by 4 years and 7 months. RENTAL STRUCTURE: Tenant’s rental rate for the Expansion Premises will be based on NNN structure. Tenant’s rent schedule shall be as follows: Option A - Months 01-12: $19.50/RSF + NNN + Electricity with 3.0% annual escalations thereafter. Option B - Months 01-12: $20.00/RSF + NNN + Electricity with 3.0% annual escalations thereafter. Option C - Months 01-12: $24.00/RSF + NNN + Electricity with 3.0% annual escalations thereafter. For Options A or B, Tenant shall continue to pay its current rental rate structure as it relates to the Existing Premises and upon the Existing Premises LED Tenant’s rental rate for the Existing Premises shall adjust to be consistent with the rental rate structure then in effect for the Expansion Premises. ESCALATION: In addition to annual net Base Rent, Tenant shall pay its proportionate share of estimated operating expenses on a monthly basis over the primary term of the lease. Operating expenses are trued up at the end of each calendar year. Specific language to be addressed in the lease. This amount includes operating expenses, taxes, and electric. 2022 operating expenses (including taxes and insurance) are estimated to be $8.60/RSF (“NNN”), and electricity is estimated to be an additional $2.70/RSF (“Electricity”). CONDITION OF THE PREMISES: Ownership will provide a Tenant Improvement Allowance of up to $70.00/RSF (Option A) or $49.00/RSF (Option B) for the Expansion Premises only. Such allowance may be used by Tenant for slab-to-slab construction, refinishing of bathrooms servicing Tenant’s premises, telco/cabling related expenses, construction management fee equal to 5% of the total construction costs and architectural/engineering services. Tenant will be responsible for any and all costs in excess of the Ownership Allowance. No Tenant Improvement Allowance shall be provided for Option C. Page 2 of 6 Tenant shall be solely responsible for assuring that the Premises fully comply with all applicable government requirements, including the provisions of The Americans with Disabilities Act of 1990 (ADA) and the Texas Architectural Barriers Act (TABA). PARKING: For Options A or B, Ownership shall provide 3 (three) non-reserved parking spaces per 1,000 rentable square feet for the Expansion Premises. The parking spaces are on a non-exclusive first come, first served basis, for the use of Tenant and its employees at no cost throughout the Expansion Premises Lease Term. SECURITY DEPOSIT: Tenant shall provide audited financial statements for the entity that will execute the lease in a form satisfactory to Ownership. Tenant will provide Ownership corporate resolution stating that signatory can obligate Tenant to a lease at the Building. Upon Ownership’s review of Tenant’s financial statements, a security deposit will be determined. AMENITIES: Ownership has recently completed a redevelopment project that includes a fully renovated amenity building in Building 7. Amenities include a new and upgraded conference center (with multiple training rooms), food hall, tenant lounge, first class fitness club and juice bar, outdoor work and entertainment spaces, and new landscaping. Please visit our website for additional information and photos of the amenities: https://www.terracesatsolana.com/. Further details to be provided under separate cover. CONFIDENTIALITY: This Lease Proposal, and all discussions related thereto, shall be held in confidence by Ownership and Tenant and will not be discussed with third parties, except on an “as needed” basis e.g., attorneys and consultants. DISCLAIMER: This Lease Proposal is not contractual and does not bind either party to the terms of this Letter of Intent (with one exception that will be mentioned below in this paragraph); nor does this Letter of Intent contractually commit either party to negotiate or to continue negotiating the terms of a lease. In addition, if Tenant wishes to inspect the property without having entered into a binding lease agreement, Ownership's permission for Tenant to do so shall be only as an accommodation to Tenant and shall not in any way constitute or evidence any contractual obligation. As a single exception to the above disclaimer, both parties agree to comply with the confidentiality provision immediately above. However, subject to that one exception, unless and until a lease agreement has been executed by both Ownership and Tenant, no contractual relationship of any kind will exist and either party may withdraw from negotiations at any time. Sincerely, Page 3 of 6 JonesLangLaSalle As agent for Ownership Jeff Eckert Blake Shipley Frank Taylor III President Managing Director Senior Vice President Haley Hullett Senior Associate Page 4 of 6 EXHIBIT A Expansion Premises Page 5 of 6 Page 6 of 6 Town Council Meeting Monday, October 25, 2022; 5:00 pm Town Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Council/Board Community Blood Drive Saturday, October 29, 2022; 9 am- 3 pm Westlake Fire-EMS Station of Trustees Coffee & Conversation Tuesday, November 1, 2022; 8-9:30 am Sip Stir Coffee, Westlake Item # 6–Items of Town Council Meeting Community Interest Monday, November 7, 2022; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Town Council Meeting Monday, November 14, 2022; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Planning & Zoning Meeting Monday, November 15, 2022; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Westlake Academy off Holiday Break November 21-25 Town Hall & Municipal Court Closed November 24-25 Items of Note Car Show Recap Concert Recap Monster Mash Recap TOWN OF WESTLAKE TOWN COUNCIL/WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING AGENDA 1500SOLANABLVD,BUILDING7,SUITE7100,COUNCILCHAMBER WESTLAKE, TX 76262 October 3, 2022 3:00 P.M. CLOSED SESSION 4:00 P.M. WORK SESSION 5:00 P.M. REGULAR MEETING PRESENT: Mayor Sean Kilbride, Council/Board of Trustee Members Mayor Pro Tem David Quint, Tim Shiner, Chandrika Dasgupta, Anna White, Kim Greaves OTHERS PRESENT: Head of School Sean Wilson, Acting Town Manager Jarrod Greenwood, Town Secretary Amy M. Piukana, Academy Attorney Janet Bubert, Assistant Town Manager Troy Meyer, Finance Director Amber Karkauskas, Director of Information Services Jason Power, Director of Human Resources Sandy Garza, Director of Communications Jon Sasser, Principal Maxwell Ituah, Principal Rod Harding CLOSED EXECUTIVE SESSION (3:00 P.M.) 1. Call to order and announce closed session item(s). 2. The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.074(a)(1): Deliberation Regarding Personnel Matters – to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager WORK SESSION – (4:00 P.M.) 3. Presentation and Discussion for Westlake Academy and Municipal facilities TC/BOTAgenda–10/03/2022 Page 1 of 5 REGULAR MEETING – Call to Order (5:00 P.M.) 4. PLEDGE OF ALLEGIANCE 5. CITIZEN/PARENT 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. Any residents wishing to speak on action items must submit a speaker request form to the Town Secretary. (Best practice is to submit the speaker form prior to the start of the meeting.) If your questions are satisfied, you may choose not to speak. 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. 6. 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 TC/BOTAgenda–10/03/2022 Page 2 of 5 upcoming Town Council events; (5) information about community events; and (6) announcements involving imminent threat to public health and safety. 7. CONSENT AGENDA: All items listed below are considered routine by the Town Council and/or Board of Trustees and will be enacted with one motion. There will be no separate discussion of items unless a Council/Board 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 Joint Town Council/Board of Trustees meeting minutes from the following meetings: September 26, 2022 Regular Meeting b. Consider approving Resolution 22-66 authorizing the Acting Town Manager to purchase new replacement portable radios from Motorola Solutions for the Fire Department, in an amount not to exceed $110,481; and take appropriate action 8. REPORTS: Reports are prepared for informational purposes and will be accepted as (There will be no presentations associated with the report items.) There will be no separate presented. discussion unless a Town Council Member requests that report be removed and considered separately Westlake Academy Enrollment Demographics a. b. Standardized Testing Data Report REGULAR AGENDA ITEM(S) 9. Presentation and discussion of action plans for PYP Mathematics and English Language Arts in a IB continuum World School 10. Presentation and discussion of Secondary Math and Reading Initiatives TC/BOTAgenda–10/03/2022 Page 3 of 5 11. Presentation and discussion of a proposed amendment to the Westlake Academy Social Media Policy 12. Presentation and discussion ofa proposed amendment to the Westlake Academy Student Code of Conduct 13. Consider approving WA Resolution 22-23 adopting an amendment to the Westlake Academy’s Bullying Policy; and take appropriate action 14. Consider approving Resolution 22-65 authorizing the Acting Town Manager to negotiate an agreement with Steele & Freeman, Inc. for the Gym Remodeling Project at 2600 JT Ottinger Road; and takeappropriate action 15. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. TC/BOTAgenda–10/03/2022 Page 4 of 5 16. COUNCIL RECAP/STAFF DIRECTION. 17. FUTURE AGENDA ITEMS: These items have been discussed by Town Council and scheduled to be placed on future Council Agendas allowing for adequate time for staff preparation on the agenda item. • Discuss Community Committees (Dasgupta/White) scheduled June 2023 18. ADJOURNMENT – Signed by: ___________________________ Sean S. Kilbride, Mayor Attested by: ___________________________ Amy M. Piukana, Town Secretary TC/BOTAgenda–10/03/2022 Page 5 of 5 TOWN OF WESTLAKE TOWN COUNCIL/WESTLAKE ACADEMY BOARD OF TRUSTEES JOINTMEETING MINUTES 1500SOLANABLVD,BUILDING7,SUITE7100,COUNCILCHAMBER WESTLAKE, TX 76262 October 17, 2022 4:00 P.M. CLOSED EXECUTIVE SESSION PRESENT: Mayor Sean Kilbride, Council/Board of Trustee Members Mayor Pro Tem David Quint, Tim Shiner, Chandrika Dasgupta, Anna White, Kim Greaves OTHERS PRESENT: Acting Town Manager Jarrod Greenwood, Town Secretary Amy M. Piukana, Attorney Stan Lowery (via Zoom) Head of School Sean Wilson CLOSED EXECUTIVE SESSION (4:00 P.M.) 1. Call to order and announce closed session item(s). 2. The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.074(a)(1): Deliberation Regarding Personnel Matters – to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager - Head of School b. Section 551.071(2): Consultation with Town Attorney regarding: - Westlake Public Art Agreement c. Section 551.072: Deliberation Regarding the Purchase, Exchange, Lease, or Value of Real Property located: - North of Solana Boulevard, south and west of 114, and east of Davis Boulevard d. Section 551.071(2): Consultation with Attorney – to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code: - BRS Litigation 3. CITIZEN/PARENT 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. Any residents wishing to speak on action items must submit a speaker request form to the Town Secretary. (Best practice is to submit the speaker form prior to the start of the meeting.) If your questions are satisfied, you may choose not to speak. 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 TC/BOTAgenda–10/17/2022 Page 1 of 2 review the matter, or an item may be noticed on a future agenda for deliberation or action. 4. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 5. ADJOURNMENT Signed by: Sean Kilbride, Mayor Attested by: Amy M. Piukana, Town Secretary TC/BOTAgenda–10/17/2022 Page 2 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Tuesday, October 25, 2022 TOPIC: Consider approval of a resolution authorizing the Mayor to appoint a Chair and Vice Chair to the Planning and Zoning Commission. STAFF: Amy Piukana, Town Secretary STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective High Quality Planning, Design & Development - We are a desirable Planned / Responsible Preserve Desirability N/A well planned, high-quality Development & Quality of Life community that is distinguished by exemplary design standards. SUMMARY At the September 26, 2022 Town Council meeting, the Council adopted Ordinance No. 954 to restructure the Planning and Zoning Commission to seven(7) regular members and authorize the Mayor to appoint a Chair and Vice Chair. The Mayor has recommended the following individuals be appointed: Chair Victor Sansone; and Vice Chair Adam Coffey The appointments are for a one-year term and will be reviewed annually with regular board appointments. COUNCILACTION/OPTIONS Approve the proposed Resolution Approve the Resolution with conditions/modifications. Deny the proposed Resolution. Table the item. FISCAL/SERVICELEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $0.00 Funding Source: N/A Page 1 of 2 Contract: No Forms: N/A DEVELOPMENT/MOBILITYIMPACTTOCOMMUNITY Westlake Academy: N/A Comprehensive Plan: N/A Traffic Impact: N/A STAFF RECOMMENDATION At Council’s discretion, staff recommends approval of the proposed resolution. ATTACHMENTS Proposed Resolution Page 2 of 2 TOWN OF WESTLAKE RESOLUTION NO. 22-67 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE MAYOR TO APPOINTVICTOR SANSONE III AS CHAIR AND ADAM COFFEY AS VICE CHAIR OF THE PLANNING AND ZONING COMMISSIONFOR A ONE YEAR TERM. WHEREAS, Chapter 26Community Development, Article II, Division 1, Section 67 Planning and Zoning Commission, Town of Westlake Code of Ordinances providesfor the structure, powers and duties of the Planning and Zoning Commission; and WHEREAS, The Council has approved thePlanning and Zoning Structure to seven (7) regular voting members; and WHEREAS, Section 26-67 Planning and Zoning Commission, Town of Westlake Code of Ordinances provides that the Mayor shall name a Chair and Vice Chair of the Commission. 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 Councilof the Town of Westlake, Texas does hereby appoint Victor Sansone III as Chairof the Planning and Zoning Commission effective on the October 25, 2022, and appoint Adam Coffeyas Vice Chair of the Planning and Zoning Commission for a one year term. 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. th PASSED AND APPROVED ON THIS 25DAY OF OCTOBER 2022. Page 1 of 2 ATTEST: _____________________________ SeanKilbride, Mayor _______________________________ ______________________________ Amy M. Piukana, Town Secretary Town Manager APPROVED AS TO FORM: _______________________________ L. Stanton Lowry, Town Attorney Page 2 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Tuesday, October 25, 2022 TOPIC: Presentation and discussion regarding Municipal debt overview. STAFF: Amber Karkauskas, Director of Finance STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Exemplary Service & Governance Increase - We set the standard by delivering Transparency, Fiscal Responsibility Fiscal Stewardship unparalleled municipal and Accessibility & educational services at the lowest Communications cost. SUMMARY The Municipality holds debt obligations in the Debt Service Sales Tax Revenue SupportedFund, 1 Debt Service Property Tax Revenue Supported Fund, and Utility Fund,the current sum of which is $65.3m in outstanding principle and interest. This represents $25.2m Utility, $19.4m general Municipal, and $20.7m Westlake Academy related outstanding debt. The Municiaplity holds a AAA rating by Standards and Poor’s (S&P) which is the highest achievable credit rating. The presentation is conducted by Nick Bulaich, Managing Director of Hilltop Securities, who has represented the Town since late 2019 (FY20). He will provide an update to Council on the Town’s bond rating, existing debt and capacity for future issuances, as well as a briefing on the legal requirements for issuing debt. COUNCILACTION/OPTIONS None. STAFF RECOMMENDATION No recommendations on staff for this presentation. 1 Funds 300, 301, and 500, respectively. Page 1 of 2 FISCAL/SERVICELEVELIMPACTTOCOMMUNITY Project Cost/Funding Amount: N/A Funding Source: Ad Valorem Tax Contract: No Forms: N/A Service Levels:N/A DEVELOPMENT/MOBILITYIMPACT TO COMMUNITY Westlake Academy: N/A Comprehensive Plan:N/A Cost Recovery Analysis: N/A Traffic Impact: N/A ATTACHMENTS Hilltop Securities Debt Overview Presentation Page 2 of 2 Debt Overview Town of Westlake, Texas @hilltopsecurities.com ContactsNick BulaichManaging Director777 Main StreetSuite 1525Fort Worth, Texas 76102817.332.9710nick.bulaich October 25, 2022 T OWNOF W ESTLAKE, TEXAS Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved 1 Debt OverviewBond RatingsExisting Debt and Capacity AnalysisLegal Requirements for Issuing Debt Topics of Discussion T OWNOF W ESTLAKE, TEXAS pay debt is ’ funding - Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved 2 pay as you go financed asset - term financing - exempt, long - ’ funding To finance projects, capital assets, or make improvements to existing assets over their useful lives with a variety of repayment optionsSo future beneficiaries pay their “fair share” for public improvements/service repaid over time by citizens who are using the debtTo finance larger projects on a timelier basis as compared to ‘To help minimize the impact on property tax and/or user rates as compared to ‘as you go To take advantage of tax Why Municipalities Use Debt? T OWNOF W ESTLAKE, TEXAS T OWNOF W ESTLAKE, TEXAS Thelowertheinterestrate …ratingbondthehigherThe T OWNOF W ESTLAKE, TEXAS Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved 5 Ongoing capital needs Diversification and stability of the Town’s tax/revenue baseAudited Financial Reports, fund balances and historical trends Credit Criteria – Revenue source and legal agreements pledged to the bondsManagerial and Financial policies/procedures Bond Ratings Credit ratings are based on a variety of factors: T OWNOF W ESTLAKE, TEXAS interest Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved associated 6 of 363 , 672 , 17 $ and revenues principal of water/sewer 000 , and 649 , 47 $ taxes has sales Town taxes, the by , 2022 , repaid . is 30 2047 - that 2023 debt September from of AsdueIncludes Existing Debt Overview T OWNOF W ESTLAKE, TEXAS a debt for discount cost future all issue Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved to borrowing 7 original applied less average rate any) the (if as to discount the premium is referred issuance (“TIC”) commonly Costbond is It plus . Interest any) amount (if True par the discount date, original the issuance equal underwriter’s to the at less . order and in any) Measured Existing Debt Overview*service(iftransaction T OWNOF W ESTLAKE, TEXAS Solana however, note,include Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved not 8 Hillwood Does . of note balance Hillwood of accrued balance outstanding payoff to include used Historical Principal Outstanding not – Bonds does balance Refunding GO principal 2022 the . Outstanding includes : debt Existing Debt Overview Note2022PID T OWNOF W ESTLAKE, TEXAS Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved 9 revenues water/sewer and taxes sales Net I&S Supported Debt Service – repaid is that debt include not Does Existing Debt Overview T OWNOF W ESTLAKE, TEXAS . Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved conditions 10 existing Net Value Assessed Change in under Debt From Old Retirement funds borrow Debt Previous to Obligations Capacity Factors in Determining ability Schedule Repayment Town’s Levy the Tax Rate Split/Debt is capacity Debt Debt Capacity T OWNOF W ESTLAKE, TEXAS Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved 11 year repayment) - year repayment, annual debt service is approximately - High Level Summary – term capacity without consideration of future tax base growth. - Assuming current interest rates, per $1 million of debt issued and structured as level annual debt service on a 20$80,000 per year ($75,000 per year on 25The Town’s existing tax supported debt service drops from $1,242,810 in FYE 2024 to $663,930 in FYE 2025 ($578,880 decline). This equates to approximately $7.2 million in near term capacity (2024) without consideration of future tax base growth.The Town’s existing tax supported debt service drops from $604,825 in FYE 2032 to $201,600 in FYE 2033 ($403,225 decline). This equates to approximately $5 million in longBased on the Town’s current tax base, each penny of tax rate produces approximately $190,000 of annual revenues. Therefore, each additionally penny equals approximately $2.4 million of debt capacity. Debt Capacity Analysis T OWNOF W ESTLAKE, TEXAS the Attorney from provided : Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved as paid below Texas 12 be to the shown obligations and as order is in debt Council legal voted be City obligations into to the debt enter by to projects common approved certain most be authorization the for requires levy must fails, Town cannot issue CO’s for that same project for 3 years. specific tax Constitution now the process have Stateof 1869 obligations Bill cities 1876 approval portion debt Note: If bond election * the TexasinAllGeneralHouseI&SThe Legal Requirements of Issuing Debt T OWNOF W ESTLAKE, TEXAS Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved Phase 2 Phase 3 13 Service Providers Coordinate Related Set Financing Terms Phase 4 Prepare Documentation Phase 1 Debt Program Process Issuance Develop Financing Phase 5 Review Process Coordinate Rating Agency Closing Reporting Phase 6 Phase 7 Post Issuance Sale of Debt, and Record Keeping & Conduct Marketing, Process for Issuing Debt T OWNOF W ESTLAKE, TEXAS of of date value asmake less call or not Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved the bonds present of days does 14 % 3 90 more of or refunding within currently relief days now 91 minimum deliver advance from service positions however, lien must deliver year debt a exempt or (typically - window, and/or tax bonds bonds sense bonds capacity savings issue make to debt covenants refinancing Refunding Refunding – service could – Refunded bond bonds debt provide . within the debt authority 2017 to , on for 31 the falls change sense refunding Refunding refunding to date existing Refunded CO Act GO of call the law Refundingsavings)RestructuringRefund Current the Advance onRepealedDecember2013economic2014 taxReform RefundingOldTax Refunding (“Refinancing”) Existing Debt T OWNOF W ESTLAKE, TEXAS the and final (upon a on Member FINRA / SIPC / NYSE© 2022 Hilltop Securities Inc.All Rights Reserved covenants Bank\] with 2015 . S in . 15 levied Town \[U expenses Bonds outstanding owner, trustee are qualifying assessments party Revenue - for property Bonds third by a special Estate by by % Assessment Revenue Trust held 375 . assessment 6 PID the are to Special of payable property the of % from District 50 Assessment . 2025 and / 5 1 within / specific of million 9 transaction 2022 Special nonpayment that released 175 2045 , . / the of secured1range of / on 30 26 property 9 callable $ of are 000 of Improvement rate , are approval) are event sold 850 , the foreclose 23 Public TownBonds\[benefitted\]ProceedsproceedsTown’sInto$maturityCouponBonds September of Solana PID SolanaAs Westlake Town Council T YPE OF A CTION Regular Meeting -Action Item 7¤²³« ª¤ 4®¶ #®´¢¨« -¤¤³¨¦ Tuesday, October 25, 2022 T OPIC:Discussion and consideration to and approving the assignment of the rights, covenants and obligations of the economic development program agreement dated April 22, 2013 and a Development And Subdivision Improvement Agreement Dated October 28, 2013, from Maguire Partners –Solana Land, L.P. to MRW Investors, LLC, and authorizing the Mayor to approve the assignment on behalf of the Town. . S TAFF C ONTACT: Jarrod Greenwood, Acting Town Manager Strategic Alignment Outcome Vision, Value, Mission Perspective Strategic Theme & Results Objective Exemplary Service & Governance - We set the standard by delivering Increase Financial Fiscal Responsibility Fiscal Stewardship unparalleled municipal and Capacity / Reserves educational services at the lowest cost. Time Line - Start Date: September 26, 2022 Completion Date: October 25, 2022 Funding Amount: N/A Status - N/A Source - N/A Contract: No Forms: N/A E XECUTIVE S UMMARY (I NCLUDING A PPLICABLE O RGANIZATIONAL H ISTORY) The Town Council adopted by Resolution 13-17 on April 22, 2014 an Economic Development Agreement for the Entrada Development. The Town Council also adopted by Resolution 13-34 on October 28, 2014 a Development Agreement for the Entrada Development. Both of these agreements are integral to the requirements for the development of the mixed use development, Entrada. Page 1 of 2 At its June 16, 2014 Regular Meeting, the Town Council approved by motion assignment of these two (2) agreements from Maguire Partners-Solana Land, L.P. (the Assignor) to Marquis Westlake Development, Inc. (the Assignee), Resolution 14-22 and Resolution 14-28. The Developer is not seeking permission from the Town Council for assignment in accordance with the Economic Development Agreement (Res 13-17) and the Development Agreement (Res 13-34). RECOMMENDATION Staff recommends approval. A TTACHMENTS Resolution 22-64with Exhibits Page 2 of 2 TOWN OF WESTLAKE RESOLUTION NO. 22-64 A RESOLUTION OF THE TOWN OF WESTLAKE, TEXAS CONSENTING TO AND APPROVING THE ASSIGNMENT OF THE RIGHTS, COVENANTS AND OBLIGATIONS OF THE ECONOMIC DEVELOPMENT PROGRAM AGREEMENT DATED APRIL 22, 2013 AND A DEVELOPMENT AND SUBDIVISION IMPROVEMENT AGREEMENT DATED OCTOBER 28, 2013 FROM MAGUIRE PARTNERS –SOLANA LAND, L.P. TO MRW INVESTORS, LLC, AND AUTHORIZING THE MAYOR TO APPROVE THE ASSIGNMENT ON BEHALF OF THE TOWN. RECITALS WHEREAS, the Town of Westlake, Texas (the “Town”) and Maguire Partners – Solana Land, L.P., a Texas limited partnership (“Assignor”) entered into an Economic Development Program Agreement dated April 22, 2013 and a Development and Subdivision Improvement Agreementdated October 28, 2013 (collectively the “Development Agreements”) attached hereto as Exhibit A and B; and WHEREAS, Assignor and Marquis Westlake Development, Inc. ("Marquis") are parties to that certain Assignment (the "Marquis Assignment"), dated July 21, 2014, attached hereto as Exhibit C, and consented to by the Town through Town Resolution 14-22 in which Assignor assigned the rights, obligations, and covenants under the Development Agreements to Marquis; and WHEREAS, Assignor and Marquis are parties to that certain Assignment (the "Second Marquis Assignment"), dated August 25, 2014, attached hereto as Exhibit D, and consented to by the Town through Town Resolution 14-28in which Marquis assigned the rights, obligations, and covenants under the Development Agreements to Assignor; and WHEREAS, the Development Agreements contain rights, covenants and obligations which are assignable upon the consent and approval of the assignment by the Town and the Assignor; and WHEREAS, the Assignor desires to assign, transfer, set over, convey and deliver to MRW Investors, LLC (the “Assignee”) all of its rights, covenants, and obligations under the Development Agreements; and WHEREAS, Assignee desires to accept the rights, covenants and obligations of Assignor under the Development Agreements and fulfill the requirements set forth under the Development Agreements; and Resolution 22-64 Page 1 of 8 WHEREAS, Town Council of the Town (the “Town Council”)finds that the Assignee is financially capable of meeting the terms and conditions of the Development Agreements. 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 AS FOLLOWS: SECTION 1: THAT the recitals set forth above in this Resolution are true and correct and are hereby adopted as findings of the Town Council and are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2: THAT the Town Council of the Town (the “Town Council”) does hereby find that the Assignee is financially capable of meeting the terms and conditions of the Assignor in the Development Agreements in satisfaction of the requirements of the Development Agreements. SECTION 3: THAT the Town Council does hereby acknowledge, accept, and approve the assignment of the rights, covenants, and obligations of the Assignor to the Assignee, and shall continue its performance of the Development Agreements with Assignee as though Assignee was the original party to the Development Agreements in accordance with the Assignment document attached as Exhibit E. 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. SECTION 5:THAT this Resolution shall become effective from and after its date of passage in accordance with law. SECTION 6: THAT any signatory hereto may execute and deliver this document by telephone facsimile transmission or email/.pdf, and the same shall constitute an original for all purposes. \[SIGNATURES APPEAR ON FOLLOWING PAGE\] Resolution 22-64 Page 2 of 8 PASSED AND APPROVED ON THIS THE 25TH DAY OF OCTOBER, 2022. ATTEST: _____________________________ Sean Kilbride, Mayor ____________________________ ______________________________ Amy M. Piukana, Town Secretary Jarrod Greenwood, Acting Town Manager APPROVED AS TO FORM: ____________________________ Stan Lowry, Town Attorney Resolution 22-64 Page 3 of 8 EXHIBIT A RESOLUTION 13-17 \[SEE ATTACHED\] Resolution 22-64 Page 4 of 8 EXHIBIT B RESOLUTION 13-34 \[SEE ATTACHED\] Resolution 22-64 Page 5 of 8 EXHIBIT C MARQUIS ASSIGNMENT \[SEE ATTACHED\] Resolution 22-64 Page 6 of 8 EXHIBIT D SECOND MARQUIS ASSIGNMENT \[SEE ATTACHED\] Resolution 22-64 Page 7 of 8 EXHIBIT E ASSIGNMENT \[SEE ATTACHED\] Resolution 22-64 Page 8 of 8 ASSIGNMENT This ASSIGNMENT (“Assignment”) is executed as of _________ ___, 2022, by and between Maguire Partners-Solana Land, L.P. a Texas limited partnership (“Assignor”), MRW Investors, LLC, a Texas limited liability company (“Assignee”), and consented to by the Town of Westlake, Texas (the “Town”). RECITALS A.Assignor is a party to the Economic Development Program Agreement (the “Economic Development Agreement”) dated April 22, 2013, and attached as Exhibit A, and the Development and Subdivision Improvement Agreement (the “Development Agreement”) dated October 28, 2013, and attached as Exhibit B, (collectively, the “Development Agreements”) both by and between Assignor and the Town. B.The Town is a Type-A general law municipality organized under the laws of the State of Texas. B.The Development Agreements have been entered into in connection with the development of approximately 85.9 acres within the Town; C.Assignor has certain rights, covenants and obligations under the Development Agreements. D.Assignor desires to assign, transfer, set over, convey and deliver to Assignee all of its rights, covenants and obligations under the Development Agreements. E.Assignee desires to accept all of the rights, covenants and obligations of Assignor under the Development Agreements and fulfill the requirements set forth under the Development Agreements. F.Town Council of the Town finds that the Assignee is financially capable of meeting the terms and conditions of the Development Agreements. G.With the assignment of its rights, covenants and obligations of the Development Agreements, Assignor shall forward and notify Assignee of any and all information that Assignor becomes aware of that has not already been provided to Assignee which would affect Assignee’s covenants and obligations under the Development Agreements. NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed: 1.Assignment – Rights, Covenants and Obligations. Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns all of its rights, covenants and obligations under the Development Agreements. 2.Assignor – Duty to Notify. In consideration for Assignee’s acceptance of the rights, covenants and obligations set forth in the Development Agreements, Assignor shall notify and -1 - forward any information that Assignor receives concerning the Developments Agreement which have not already been provided to Assignee and may have an effect on Assignee’s rights, covenants and obligations under the Development Agreements. 3. Assignee Acknowledgement. Assignee hereby assumes and acknowledges all of the rules, regulations, and requirements as specified in the Development Agreements, accepts and assumes the rights, covenants and obligations of the Development Agreements, and assumes all of Assignor’s covenants and obligations as if Assignee had been an original party to the Development Agreements. 4. Town Consent and Approval. The Town Council of the Town approves and consents to this Assignment pursuant to the votes at its October 24, 2022 Council Meeting and as witnessed by the Mayor’s signature hereinbelow. 5. Representations and Covenants. Assignor hereby represents, warrants and agrees that: (a) Assignor has the right, power and capacity to make this Assignment. (b) Assignor represents and warrants that there are no existing defaults under the Development Agreements and Assignor has not performed any act or executed any instrument which might prevent Assignee from operating under any of the terms and provisions hereof or which would limit Assignee in such operation. 6. Notices. All notices required or permitted to be given hereunder shall be deemed to have been duly given if given in accordance with the applicable provisions of the Development Agreements. 7. Binding Effect. This Assignment applies to and binds the parties hereto and their respective heirs, legal representatives, successors and assigns. Any provisions in any other agreement creating rights in Assignee other than those created herein shall be deemed incorporated herein by reference and made a part hereof for all purposes. 8. Approval of Town. Assignor and Assignee acknowledge and agree that this Assignment has been approved by action and consent of the Town Council of the Town. 9. Governing Law. This Agreement shall be governed by Texas law. 10. Signatures. Any signatory hereto may execute and deliver this document by telephone facsimile transmission or email/.pdf, and the same shall constitute an original for all purposes. - 2 - IN WITNESS WHEREOF, Assignor has caused this instrument to be executed as of the dates written below. ASSIGNOR: MAGUIRE PARTNERS-SOLANA LAND, L.P. a Texas limited partnership By: MMM Ventures, LLC, a Texas limited liability company Its general partner By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager Date: STATE OF TEXAS ) ) COUNTY OF __________ ) This instrument was acknowledged before me on the __ day of ____________, 2022, by Mehrdad Moayedi in his capacity as manager of 2M Ventures, the Manager of MMM Ventures, the general partner of Maguire Partners-Solana Land, L.P. a Texas limited partnership, known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Maguire Partners-Solana Land, L.P. _____________________________________ Notary Public, State of Texas My Commission Expires: ________________________________ - 3 - ASSIGNEE: MRW Investors, LLC, a Texas limited liability company By: LLSF, LLC, a Texas limited liability company Its Manager and Member By: MCGDE EB-5, LP a Texas limited partnership Its Sole Managing Member By: MCGDE EB-5 GP, Inc. a Texas corporation Its General Partner By:___________________ Name: Michael Beaty Its: Its President and Director STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _____ day of ________________, 2022 by Michael Beaty as President and Director of MCGDE EB-5 GP, Inc., the General Partner of MCGDE EB-5, LP, sole Managing Member of LLSF, LLC, as Manager of MRW Investors, LLC, a Texas limited liability company on behalf of said company. ___________________________________ Notary Public, State of Texas My Commission Expires: ________________________________ - 4- The Town hereby consents to this Assignment pursuant to Resolution No. ____. TOWN OF WESTLAKE: By:____________________________________ Sean Kilbride, Mayor Date: __________________________________ APPROVED AS TO FORM AND LEGALITY: By:____________________________________ Stan Lowry, Town Attorney EXHIBIT “A” Economic Development Agreement - 6 - EXHIBIT “B” Development Agreement - 7 -