HomeMy WebLinkAboutTC BOT Agenda Packet 11.6.23Town of Westlake
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
Town Council/Board of Trustees
Agenda
Council Chamber4:00 PMMonday, November 6, 2023
AMENDED AGENDA
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.
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 prior to the start of
the meeting. (Speaker request forms are available online)
A.CLOSED EXECUTIVE SESSION (4:00 P.M.)
A.1.The Town Council will conduct a closed session pursuant to Texas
Government Code, annotated, Chapter 551, Subchapter D for the
following:
a) Section 551.071(2): Consultation with Attorney to seek advice of
counsel regarding the Entrada Public Improvement District
(PID);(Westlake Academy Special Education Procedures); and (Builders
Recovery Services BRS Litigation); and Compliance with Governance
Roles
b) Section 551.072: Deliberation regarding the Purchase, Exchange,
Lease, or Value of Real Property (I.O.O.F. Westlake Cemetery); and
c) Section 551.074 (a)(1) Deliberation regarding personnel matters: To
deliberate regarding Westlake Academy (Head of School)
23-217
B.TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS
C.REGULAR MEETING – Call to Order (6:15 P.M.)
D.PLEDGE OF ALLEGIANCE
E.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
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Town Council/Board of Trustees Agenda November 6, 2023
choose not to speak. Individual citizen comments are normally limited to three (3) minutes
with a maximum of (15) minutes on the same topic item; 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 .
F.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
G.CEREMONIAL 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 .
G.1.Ceremonial item recognizing Travis Livingston for his promotion to
Lieutenant for the Westlake Fire Department (John Ard, Fire Chief)
23-275
H.REPORTS:
H.1.Receive a report from Texas House of Representatives Giovanni
Capriglione (Sean Kilbride, Mayor)
23-257
H.2.Receive a Quarterly Report from the Texas Student Housing Authority
(Cayce Lay Llamas, Finance Director)
23-239
I.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 .
I.1.Consider approval of Town Council Board of Trustees Meeting Minutes
from the following meeting(s): October 9, 2023 (Regular Meeting); and
take appropriate action (Amy Piukana, Town Secretary)
23-274
I.2.Consider approval of changes to compensation plan for special education
position(s); and take appropriate action (Caryolyn Anderson, Interim Head
of School)
23-280
I.3.Consider approving Resolution 23-62 authorizing an Engagement Letter
with McCall Parkhurst & Horton for Public Improvement District Review;
and take appropriate action (Wade Carroll, Town Manager)
RES 23-62
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Town Council/Board of Trustees Agenda November 6, 2023
I.4.Consider approving an Interlocal Agreement with the City of Denton; and
take appropriate action (Kyle Flanagan, Deputy Director of Public Works)
23-273
J.REGULAR AGENDA ITEM(S)
J.1.Discuss and consider approving the suggested intersection change
submitted by Teague Nall and Perkins Engineering firm and adopt
Ordinance 983 to add stop signs at Randol Mill and Dove intersection
replacing current yield signs, approve quotes from Stripe-A-Zone for
restriping and Smith Lawn and Tree for tree removal and the associated
budget amendment for unbudgeted work; and take appropriate action
(Wade Carroll, Town Manager)
ORD-983
J.2.Discuss intersection safety and possible intersection improvements for
the intersection of Solana Blvd and Granada /Cortez; and take appropriate
action (Wade Carroll, Town Manaer)
23-278
J.3.Discuss and give staff direction on possible improvements to the
crosswalk crossing at Ottinger Road near Westlake Academy; and take
appropriate action (Wade Carroll, Town Manager)
23-279
J.4.Consider approving expenditure of funds to Wildstone Construction LLC
in an amount not to exceed $75,000 for emergency repairs to a public
water line at Westlake Academy and the 20 inch supply line from the City
of Ft. Worth; and take appropriate action (Wade Carroll, Town Manager)
23-288
J.5.Consider approving Resolution 23-55 authorizing the Town Manager to
extend the licensing of the current network security hardware for two
additional months at a total cost of $11,467.94; and to lease network
security equipment, licensing, software, services, maintenance, and
support in an amount not to exceed $80,000 per year for 3 years; and
take appropriate action. (Jason Power, Director of Information
Technology)
RES 23-55
J.6.Consider approving purchase of Supervisory Control and Data Acquisition
(SCADA) System for a price not to exceed $319,000.00; and take
appropriate action (Kyle Flanagan, Deputy Director of Public Works)
23-287
J.7.Consider approving WA Resolution 23-24 for an Alternate Attendance
Time on Late Start Wednesdays; and take appropriate action (Darcy
McFarlane, Accountability Director)
WA RES
23-24
J.8.Consider approving WA Resolution 23-25 to authorize payment to
Counselor for services rendered in 2022-23 AP Testing and amend the
fiscal year 2023-24 employee compensation plan; and take appropriate
action (Dr. James Owen, High School Principal)
WA RES
23-25
J.9.Consider approving WA Resolution 23-26 to authorize payment to Theory
of Knowledge teacher for CAS duties in school year 2023-24 and amend
WA RES
23-26
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Town Council/Board of Trustees Agenda November 6, 2023
the fiscal year 2023-24 compensation plan; and take appropriate action
(Dr. Owen, High School Principal)
J.10.Discussion regarding Westlake Academy Affiliate Policies (Janet Bubert,
School Attorney)
23-285
J.11.Consider approving WA Resolution 23-22 approving the second year of a
two-year contract with Dickson Educational Services for PEIMS support;
and take appropriate action (Darcy McFarlane, Accountability Director)
WA RES
23-22
K.COUNCIL RECAP/STAFF DIRECTION
L.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 .
M.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
TEXAS GOVERNMENT CODE.
CERTIFICATION
I certify that the above notice was posted on the bulletin board at Town of Westlake, Town Hall,
located at 1500 Solana Blvd., Building 7, Suite 7100, Westlake, TX 76262, in compliance with the
Texas Open Meetings Act, Chapter 551 of the Texas Government Code.
__________________________
Amy M. Piukana, Town Secretary
Disabilities Notice: If you plan to attend the meeting and have a disability that requires special
needs, please contact the Town Secretary's Office 48 hours in advance at Ph. 817-490-5711 and
reasonable accommodations will be made to assist you.
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-217 Agenda Date:11/6/2023 Agenda #:A.1.
TOWN STAFF REPORT RECCOMENDATIONS
The Town Council will conduct a closed session pursuant to Texas Government Code, annotated,
Chapter 551, Subchapter D for the following:
a) Section 551.071(2): Consultation with Attorney to seek advice of counsel regarding the Entrada
Public Improvement District (PID);(Westlake Academy Special Education Procedures); and (Builders
Recovery Services BRS Litigation); and Compliance with Governance Roles
b) Section 551.072: Deliberation regarding the Purchase, Exchange, Lease, or Value of Real
Property (I.O.O.F. Westlake Cemetery); and
c) Section 551.074 (a)(1) Deliberation regarding personnel matters: To deliberate regarding Westlake
Academy (Head of School)
Town of Westlake Printed on 11/1/2023Page 1 of 1
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-275 Agenda Date:11/6/2023 Agenda #:G.1.
TOWN STAFF REPORT RECCOMENDATIONS
Ceremonial item recognizing Travis Livingston for his promotion to Lieutenant for the Westlake Fire
Department (John Ard, Fire Chief)
STAFF: John Ard, Fire Chief
BACKGROUND:
Travis Livingston was hired as a firefighter at the Westlake Fire EMS Department in April 2020.He has been
serving the public over the last 12 years in 4 different communities.He first volunteered as a firefighter in the
City of Frisco.He was then hired to a full-time firefighter position in the City of Midlothian before serving in
the City of Allen and now the Town of Westlake.
Travis achieved the rank of Driver/Engineer for the Westlake Fire EMS Department in 2021.Before entering
the fire service Travis completed his Bachelor’s degree in Business Administration from Stephen F.Austin
State University.Travis holds numerous certifications from the Texas Commission on Fire Protection including
Fire Officer III,Fire Instructor III,Driver/Operator -Pumper,Driver/Operator -Aerial,Hazmat Technician,
Incident Safety Officer,and Hazmat Incident Commander.Additionally,Travis serves as an adjunct instructor
for the fire science department at North Central Texas College.Tonight,he is joined by his family.His wife,
Torin.His two sons,Nolan and Lane.His mother,Terri.His father,Don.His brother,Tyler and his
grandmother, Lucille.
TOWN COUNCIL ACTION/OPTIONS:
Ceremonial items conducted will be the Oath of Office,Badge Pining,and light refreshments in honor of
Lieutenant Travis Livingston.
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-257 Agenda Date:11/6/2023 Agenda #:H.1.
TOWN STAFF REPORT RECCOMENDATIONS
Receive a report from Texas House of Representatives Giovanni Capriglione (Sean Kilbride, Mayor)
STAFF: Wade Carroll, Town Manager
BACKGROUND:
Texas House Member Representative Giovanni Capriglione was elected to the Texas House of Representatives
in 2012 and is serving his sixth term representing District 98 which encompasses all or part of Grapevine,
Colleyville,Southlake,Keller,Westlake,and Euless.He currently serves as Chairman of the House Committee
on Pensions,Investments &Financial Services,is a member of the House Committee on Elections,and the
House Select Committee on Youth Health and Safety.He also serves as Chairman of the Innovation &
Technology Caucus and chairman of the Tarrant County Delegation.
Please welcome Giovanni Capriglione to Westlake as he provides our community with an update.
Town of Westlake Printed on 11/1/2023Page 1 of 1
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-239 Agenda Date:11/6/2023 Agenda #:H.2.
TOWN STAFF REPORT RECCOMENDATIONS
Receive a Quarterly Report from the Texas Student Housing Authority (Cayce Lay Llamas, Finance Director)
STAFF: Tracy Harrow Executive Director TSHA
BACKGROUND:
Executive Director Tracy Harrow with Texas Student Housing Authority will be available to provide a report
and/or presentation on quarterly updates.
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TEXAS STUDENT HOUSING
AUTHORITY
PRESENTATION PROVIDED BY: EXECUTIVE DIRECTOR
Quarterly Update
9
BOARD MEMBERS
•SCOTT BRADLEY-PRESIDENT
•RICHARD MUELLER-DIRECTOR
•JAMES KREKOW-TREASURER
•PAULA PETERSEN-SECRETARY
•MARK HARROW-DIRECTOR
•DAHLIA HASSANI-DIRECTOR
10
PURPOSE
•OUR PURPOSE IS TO PROVIDE UNIVERSITY
HOUSING SCHOLARSHIPS TO GRADUATES OF
TEXAS HIGH SCHOOLS AND COMMUNITY
COLLEGES. THE SCHOLARSHIPS ARE AWARDED
FOR STUDENTS ATTENDING COLLEGE IN DENTON
AND COLLEGE STATION.
11
KEY
ACHIEVEMENTS
•AWARDED $210,000 IN
STUDENT SCHOLARSHIPS FOR
THE FALL 2023 AND SPRING
2024. 4 WESTLAKE ACADEMY
STUDENTS ACCEPTED.
•HELD 3 BOARD MEETINGS IN
2023.
•CAMBRIDGE HALL
RENOVATIONS HAVE BEEN
COMPLETED.
•PLEASE VISIT THE WEBSITE FOR
PHOTOS OF THE RENOVATIONS.
•WWW.CAMBRIDGEHALLCS.COM
12
WHAT’S NEXT
•RENOVATIONS IN BUILDING 13
AT THE RIDGE OF NORTH TEXAS
HAVE BEEN COMPLETED.
•PLANS ARE UNDERWAY FOR
RENOVATIONS OF THE ENTIRE
PROJECT.
13
QUESTIONS ?
14
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-274 Agenda Date:11/6/2023 Agenda #:I.1.
TOWN STAFF REPORT RECCOMENDATIONS
Consider approval of Town Council Board of Trustees Meeting Minutes from the following meeting(s):
October 9, 2023 (Regular Meeting); and take appropriate action (Amy Piukana, Town Secretary)
STAFF: Amy M. Piukana, Town Secretary
BACKGROUND:
The Town Council Board of Trustees shall review and approve the proposed draft minutes. Once approved, the
Town Secretary shall make available to the public and follow all records management procedures required by
the State.
TOWN COUNCIL ACTION/OPTIONS:
1)Motion to approve
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
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Town of Westlake
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
Town Council/Board of Trustees
Meeting Minutes
4:00 PM Council Chamber Monday, October 9, 2023
Present: Mayor Sean Kilbride, Mayor Pro Tem David Quint, Council Member Kim Greaves,
Council Member Anna White, and Victor Sansone III
Absent: Council Member Tim Shiner
A. WORK SESSION – Call to Order (4:00 P.M.)
Mayor Kilbride called the meeting to order at 4:00 p.m.
A.1. 23-254 Initial discussion regarding a Strategic Plan for Westlake Academy and
the Town of Westlake (Mayor Kilbride)
Town Manager Wade Carroll briefed Town Council regarding this item.
The Town Council discussed the 2017 strategic plan date and the need to
renew every 3 years, approving by Ordinance, initial stage of internal
completion, the need for breakout sessions and workshops to take a deeper
dive, comprehensive plan, school size, and consideration of future growth
with land north of 170.
Mayor Pro Tem Quint tasked the Town Manager with identifying gaps to help
Council identify specific needs.
Mayor Kilbride recessed for a break at 4:15 p.m.
B. REGULAR MEETING – Call to Order (4:30 P.M.)
Mayor Kilbride called the meeting to order at 4:30 p.m.
C. PLEDGE OF ALLEGIANCE
Mayor Kilbride led the Pledge of Allegiance and Pledge to the Texas Flag.
D. CITIZEN/PARENT COMMENTS:
None
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Town Council/Board of Trustees Meeting Minutes October 9, 2023
E. ITEMS OF COMMUNITY INTEREST:
Director of Communications Jon Sasser provided a report on items of community interest.
F. REPORTS:
F.1. 23-262 Receive an Update from Hugo’s Restaurant Representative (Wade
Carroll, Town Manager)
Director of Planning and Development Ron Ruthven introduced Mark
Campbell with Hugo's Restaurant.
Mr. Campbell briefed the Town Council noting he is targeting a Feb 2024
opening and his plans have been submitted and are awaiting permit
approval.
The Town Council discussed the Developer's experience with working with
the Town of Westlake, the delay in moving forward (Mr. Campbell noted
kitchen and catering equipment incurred delays), and valet parking.
Mr. Ruthven noted the applicant is requesting a change with the proposed
breezeway enclosure which would add 4,000 sq. ft. of additional enclosed
space. He asked for direction if this could be approved Administratively or if it
needs to be reviewed by the Planning and Zoning Commission.
The Town Council discussed, effects of proposed changes, fire safety,
building accessibility and parking.
After discussion, the consensus of the Town Council was to allow Mr.
Ruthven to administratively approve these amendments.
F.2. 23-211 Receive a report on Westlake Academy parent and student survey
results (Jon Sasser, Director of Communications)
Communications Director Jon Sasser briefed Town Council regarding this
item.
The Town Council discussed group responses, need to ensure fact-based
data, need to review attrition and percentage of families leaving, consider the
creation of a Task Force to break this down the data to improve.
Council Member White recommended annual surveys in May or June of
every year.
F.3. 23-253 Receive a Quarterly report from the Westlake Academy Foundation
Board (Shelly Myers, Executive Director)
Mayor Kilbride noted the WAF Board Liaison was not in attendance this
evening. The Town Council discussed the Foundation, benefits, affiliate
relationships, need for better communication, financial component to the
updates, communication style, partnership, and requirements for separate
affiliate organizations on reporting.
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Town Council/Board of Trustees Meeting Minutes October 9, 2023
Westlake Academy School Attorney Janet Bubert explained two items to
consider: 1) the structure of the Foundation (support to Town), as a separate
nonprofit organization, and 2) board members sit on the board at the will of
the Council. She noted all these requirements are included within the bylaws.
She further stated the Westlake Academy Foundation acts separately and
exists as a nonprofit organization. Therefore, they must provide the public
with access to financial information.
The Town Council discussed expectations and oversight, memorandum of
understanding (split position half time foundation and half time for the
Westlake Academy as Director of Development), Public Funds Investment
Act operations, clear goals and partnership with the Board, and the need to
clean up affiliate agreements identifying clear expectations.
G. CONSENT AGENDA:
Mayor Pro Tem Quint requested Item G.2 be pulled off Consent to allow for
discussion. (See item G.2)
G.1. 23-268 Consider approval of Town Council Board of Trustees Meeting Minutes
from the following meeting(s): September 25, 2023 (Regular Meeting);
and take appropriate action (Amy Piukana, Town Secretary)
G.2. RES 23-62 Consider approving Resolution 23-62 authorizing an Engagement Letter
with McCall Parkhurst & Horton for Public Improvement District Review;
and take appropriate action (Wade Carroll, Town Manager)
Town Manager Wade Carroll briefed the Town Council regarding this item.
Mayor Pro Tem Quint asked that the scope of work be verified and include
more description on payment for services.
The Town Council requested tabling this item to the November 6, 2023,
Council meeting to allow more details on payment for services to be
provided.
G.3. RES 23-63 Consider approving Resolution 23-63 authorizing an interlocal
agreement with Tarrant County for a Public Health Program; and take
appropriate action (Wade Carroll, Town Manager)
G.4. RES 23-59 Consider approving Resolution 23-59 designating the Commercial
Record of Tarrant County as the Official Newspaper; and take
appropriate action (Amy Piukana, Town Secretary)
After discussion, a motion was made by Council Member DQ to approve
Consent G.1, G.3, G.4 and to table Item G.2 to the November 6, 2023, Town
Council meeting. Motion seconded by Council Member White. Motion
approved unanimously.
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Town Council/Board of Trustees Meeting Minutes October 9, 2023
H. PUBLIC HEARING:
H.1. ORD-982 Conduct a public hearing and consider approval of Ordinance 982
authorizing a zoning change on Lot 1R1-1, Block 2, Westlake/Southlake
Park Addition Number One, from the PD1-1 zoning district to the PD10
zoning district in order to construct a single-family residential
development. The subject property contains approximately 32.88
acres and is located between Sam School Road and State Highway 114
just north of the boundary with the city of Southlake; and take
appropriate action (Ron Ruthven, Director of Planning and
Development)
Director of Planning and Development Ron Ruthven briefed Town Council
regarding this item.
The Town Council discussed designated park land space, developer fees
paid to assist with park land (need clear policy for fees paid to designate park
land), minimum lot size compared to the Knowles Development, density, total
build out numbers, effects to Westlake Academy with enrollment, commercial
development, and comprehensive plan (needs updating).
After discussion, Mayor Kilbride opened the public hearing. There being no
one to speak, Mayor Kilbride closed the public hearing. Motion made by
Council Member White to approve Ordinance 982. Motion seconded by
Council Member Sansone. Motion approved unanimously.
I. REGULAR AGENDA ITEM(S)
I.1. RES 23-41 Consider approving Resolution 23-41 approving the 2024 Town Council
and Board of Trustees calendar; and take appropriate action (Amy
Piukana, Town Secretary)
Motion made by Mayor Pro Tem Quint to approve the FY2023-24 Fiscal Year
Town Council meeting calendar, as presented. Motion seconded by Council
Member White. Motion approved unanimously.
I.2. RES 23-66 Consider approving Resolution 23-66, approving Town Financial
Policies, Purchasing Authority Policy, Prohibited Activities Policy,
Contract Authority Policy, and Procurement Policy; and take
appropriate action (Cayce Lay Lamas)
Director of Finance Cayce Lay Llamas briefed Town Council regarding this
item.
After discussion, a motion was made by Mayor Pro Tem Quint to approve
Resolution 23-66, as presented. Motion seconded by Council Member White.
Motion approved unanimously.
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Town Council/Board of Trustees Meeting Minutes October 9, 2023
I.3. RES 23-60 Consider approving Resolution 23-60 authorizing the expenditure of
budgeted funds for Inspira Enterprises to conduct an Information
Technology Security Assessment and develop an IT Security Strategy
and Roadmap; and take appropriate action (Jason Power, Director of
Information Technology)
Director of Information Services Jason Power introduced Mr. Tim Sanouvong
Managing Director of INSPIRA Technologies, who briefed the Town Council
regarding this item.
The Town Council discussed deliverables, costs, prioritization, and the
number of years an audit should be conducted.
Mr. Savang noted every three years is typical.
After discussion, a motion was made by Mayor Pro Tem Quint to approve
Resolution 23-60, seconded by Council Member White. Motion approved
unanimously.
I.4. RES 23-55 Consider approving Resolution 23-55 authorizing the Town Manager to
renew network security licensing, software, services, maintenance, and
support for one year for a total amount of $74,491.50, allowing
continuity of services provided to Westlake academy students and
staff, as well as municipal staff and Westlake citizens and stakeholders;
and take appropriate action. (Jason Power, Director of Information
Technology)
Director of Information Technology Jason Power briefed Town Council
regarding this item.
The Town Council discussed timing to purchase and have technology in
place, the option to do a 3 or 6 month extension, the option of utilizing our
vendor to review and conduct a prioritization list on network security, and the
option to renew at the November 6, 2023, meeting.
This item was tabled to the November 6, 2023, meeting to allow the vendor
time to review and provide a recommendation.
I.5. RES 23-61 Consider approving expenditure of budgeted funds for the continuation
of services from Arctic Wolf Managed Network Security Services for
one year in the amount of $63,064.62; and take appropriate action
(Jason Power, Director of Information Technology)
Director of Information Technology Jason Power was present to answer
questions.
Mayor Pro Tem Quint made a motion to approve, motion seconded by
Council Member White. Motion approved unanimously.
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Town Council/Board of Trustees Meeting Minutes October 9, 2023
I.6. RES 23-65 Consider approving expenditure of budgeted funds in the amount of
$23,837.69 for Zoom Meeting and Telephone Services Licensing; and
take appropriate action (Jason Power, Director of Information
Technology)
Director of Information Technology Jason Power briefed Town Council
regarding this item.
After discussion, a motion was made by Mayor Pro Tem Quint to approve
Resolution 23-65, as presented. Motion seconded by Council Member White.
Motion approved unanimously.
I.7. RES 23-64 Consider approving Resolution 23-64 approving a bid with Control
Specialist; and take appropriate action (Kyle Flanagan, Deputy Director
of Public Works)
Town Manager Wade Carroll briefed Town Council regarding this item.
The Town Council discussed the interlocal agreement with City of Roanoke,
the new reader efficiencies (remote verses in person meter readings), and
integration with SCADA Software.
After discussion, Mayor Pro Tem Quint made a motion to approve Resolution
23-64, as presented. Motion seconded by Council Member White. Motion
approved unanimously.
J. CLOSED EXECUTIVE SESSION
J.1. 23-256 The Town Council will conduct a closed session pursuant to Texas
Government Code, annotated, Chapter 551, Subchapter D for the
following:
a) Section 551.071(2): Consultation with Attorney to seek advice of
counsel regarding (Trophy Club Municipal Utility Districts) and
(Westlake Academy Affiliate Policies); and
b) Section 551.074 (a)(1) Deliberation regarding personnel matters: To
deliberate regarding Westlake Academy (Head of School) (Mayor
Kilbride); and
c) Section 551.071 Consultation with Attorney to seek advice of counsel
on matters to which the duty of the Town Attorney under the Texas
Disciplinary Rules of Professional Conduct of the State Bar of Texas
conflicts with Chapter 551 of the Texas Government Code (Builders
Recovery Services BRS Litigation) (Stan Lowry)
Mayor Kilbride recessed into closed executive session at 6:31 p.m. and
adjourned from closed session at 7:30 p.m.
K. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS
As a result of closed executive session, a motion was made by Council Member White to
approve execution of an engagement letter with Diversified Search Firm for the Head of
School. Motion seconded by Council Member Greaves. Motion approved unanimously.
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Town Council/Board of Trustees Meeting Minutes October 9, 2023
L. COUNCIL RECAP/STAFF DIRECTION
Town Manager Wade Carroll stated he will bring forward the INSPIRA item to the
November 6, 2023, meeting.
M. FUTURE AGENDA ITEMS:
Council Member White noted the strategic plan needs to be discussed in the near future.
N. ADJOURNMENT
Mayor Kilbride adjourned the meeting at 7:38 p.m.
Signed by: ____________________
Sean C. Kilbride, Mayor
Attested by: ____________________
Amy M. Piukana, Town Secretary
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-280 Agenda Date:11/6/2023 Agenda #:I.2.
TOWN STAFF REPORT RECCOMENDATIONS
Consider approval of changes to compensation plan for special education position(s); and take appropriate
action (Caryolyn Anderson, Interim Head of School)
STAFF: Carolyn Anderson, Interim Head of School
BACKGROUND:
The Westlake Academy Leadership Team has reviewed and recognize the position as
Diagnostician/Dyslexia Teacher as a hard to fill position. The person serving in this role fulfills Federal
requirements that are time sensitive.
DISCUSSION:
The proposed updates to the compensation for special education positions more clearly aligns with the
additional duties and hard to fill roles.
The change in days more closely align to the needs of students and required deadlines associated with the
role and job description.
FISCAL IMPACT:
$6,715
STAFF RECOMMENDATION:
Staff recommends approving the Scottish Rite stipend at $2,000 annually, a one-time retention amount of
$1,500, and increase duty days of 202 to 210.
ATTACHMENT(S):
·PowerPoint Presentation
TOWN COUNCIL ACTION/OPTIONS:(Council to read motion)
1)Motion to approve the stipend of $2,000 annually with a one-time retention of $1,500 and increased
duty days of 210.
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
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File #:23-280 Agenda Date:11/6/2023 Agenda #:I.2.
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Academy Staff Recommendation
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Consideration of Changes to Compensation
Plan for Special Education Position
Across the country, the vast majority of public-school districts pay their teachers primarily based on years of service and level of education.
School districts are finding it necessary to include varying ways to adjust the pay scale for the more difficult or hard to fill teaching positions.
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Historically hard to fill positions include but are not limited to:
●Diagnosticians
●Dyslexia Teacher
●Special Education Teacher
●Special Education Paraprofessional
●Math/Reading Specialist
●Foreign Language
●Career and Technical Education
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Across the state of Texas the special education population has
increased 41 %. In contrast, the nation is at 3% growth.
Interestingly, the population of Texas increased only 2.19%
Increase by disability across Texas
Dyslexia 79%
Specific Learning Disabilities (SLD) 50%
Autism (AU) 67%
Other Health Impaired (OHI) 25%
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Westlake Academy Referral for Evaluation Data
2022-2023 evaluation data 2023-2024 as of Oct 25th
28 primary 17
Primary
8 secondary 4
secondary
6 reevaluations 18 (3 year reevaluations)
Total 42 Total 37 for the
1st quarter
Currently served students in special education at Westlake
57 students in PYP 28 in MYP/DP
Current dyslexia students:
22 receiving therapy; 5 of which are through 504 and will be transferred to special
education throughout the year.
Total students identified with dyslexia on campus 43
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House Bill 3928
House Bill 3928 was passed this summer and impacts dyslexia evaluations,
identification, and instruction. Previously there was a dual pathway for students
identified with dyslexia, Special education or 504 services. Both pathways allowed for
students to receive therapy and accommodations. With the passing of HB3928,
students being evaluated or receiving therapy must be served through special
education. When dyslexia is suspected, a person with specific knowledge in the
reading process, dyslexia and related disorders, and dyslexia instruction must serve
on the LEA’s multidisciplinary team and any ARD committee that is convened to
determine eligibility for special education and related services. As a licensed dyslexia
therapist and educational diagnostician Amy is able to serve both roles in the
evaluation and ARD process.
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Other Duties Included in this position:
●Collaborate with teachers, parents, and other specialists to create effective strategies and interventions to address students' unique
learning needs.
●Mentor new special education teachers as they learn students, families, processes, and procedures.
●Coordinate with other evaluation personnel such as speech, occupational and physical therapy, behavior specialists, etc
●Participate in ARD meetings to help the committee create an educational plan based on the impact of the disability in the educational
setting.
●Collaborate to develop appropriate transition and graduation plans for students 14 and older
●Creating and maintaining Special education operating procedures and policies and ensuring compliance with all state and federal laws.
●Participating in the special education self study and TEA audit desk reviews for special education and dyslexia.
●Work closely with special education coordinator to develop special education operating procedures that align with state and federal
regulations
●Assist with state performance plan (SPP) and PEIMS reporting as it relates to special populations.
●System administrator for campus Frontline eSped software including 504 and RTI
●Work with students to help develop appropriate self management skills
●Facilitate collaboration between students and teachers when difficulties arise due to the student’s disability
●Participate in 504 meetings when needed
●Provide training to teachers and staff regarding various aspects of special education, learning disabilities, and instructional strategies
to help struggling students
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:RES 23-62 Agenda Date:11/6/2023 Agenda #:I.3.
TOWN STAFF REPORT RECCOMENDATIONS
Consider approving Resolution 23-62 authorizing an Engagement Letter with McCall Parkhurst & Horton for
Public Improvement District Review; and take appropriate action (Wade Carroll, Town Manager)
STAFF: Wade Carroll, Town Manager
BACKGROUND:
In July and August of 2023, Town Council met in joint sessions with the Planning and Zoning Commission to
discuss avenues to aid the Entrada Development in moving forward. In our July session the Town Manager
was tasked with working with our Bond Counsel for the PID to identify bond holders. The Town Manager
made the request of Rudy Segura of McCall, Parkhurst & Horton to complete the study.
DISCUSSION:
The attached letter of engagement from McCall Parkhurst & Horton L.L.P. is for services related they will and
have performed as the Town’s Bond Counsel for to meet the requests provided and within the scope of work
within the agreement letter. All fees and expenses incurred will be paid for by the Town initially and then be
reimbursed to the Twon from the special assessments levied against the PID. Bond Counsel has already put
hours into this matter since the initial default back in March but the agreement allows counsel to bill the Town
for work since August 1, 2023. The work completed since August 1, 2023 totals 4 hours at a rate of
$600.00/hour for a total of $2400, and are paid out of the Administrative funds within the Entrada PID as would
future requested work. Our Bond Attorney stated that nothing like this scenario has happened in Texas before
so there could be significant work to be done however, how much we need bond Counsel is yet to be
determined.
FISCAL IMPACT:
All fees are to be paid out of the administrative funds collected from the PID. Only initial payment of services
provided will be billed to the Town of Westlake. All payments are to be reimbursed to the Town from the
special assessment levied against the PID.
STAFF RECOMMENDATION:
Staff recommends the approval of the proposed scope of work and signing the engagement letter with
McCall Parkhurst and Horton.
ATTACHMENT(S):
1)Engagement letter
Town of Westlake Printed on 11/1/2023Page 1 of 2
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File #:RES 23-62 Agenda Date:11/6/2023 Agenda #:I.3.
2)Resolution 23-62
TOWN COUNCIL ACTION/OPTIONS:
3)Motion to approve
4)Motion to amend with the following stipulations (please state stipulations in motion)
5)Motion to table
6)Motion to deny
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September 26, 2023
Mayor and Members of the Town Council
Town of Westlake, Texas
1500 Solana Boulevard
Building 7, Suite 7200
Westlake, Texas 76262
Re: Bond Counsel services related to new and existing Public Improvement Districts
Ladies and Gentlemen:
The purpose of this engagement letter (this “Agreement”) is to set forth certain matters
concerning the services McCall, Parkhurst & Horton L.L.P. (“we”, “us” or the “firm”) will perform
as Bond Counsel to the Town of Westlake, Texas (“you” or the “Town”), in connection with the
Town’s creation, financing, and ongoing maintenance and administration of various public
improvement districts (“PIDs”) pursuant to Chapter 372 of the Texas Local Government Code, as
amended (the “Act”). As the Town’s existing Bond Counsel, we have assisted the Town in
creating one or more PIDs, and we have served as Bond Counsel with respect to one or more series
of special assessment revenue bonds (“PID Bonds”) to finance authorized improvements within
said PIDs. This Agreement is intended to apply only with respect to issues, questions, and
concerns the Town and its consultants may direct toward us in connection with the ongoing
maintenance and administration of the Town’s existing PIDs, as well as the creation of new PIDs,
but not with regard to the issuance of PID Bonds, for which we are paid a separate fee. It is the
parties’ expectation that all fees and expenses hereunder will be paid by the Town initially and
then be reimbursed to the Town from special assessments levied against the respective PID, or
paid directly to the firm by the owner(s) of the respective PID (collectively, “Developers”).
SCOPE OF ENGAGEMENT
In this engagement, we expect to perform, or have already performed on your behalf, the
following duties:
(1) Attend meetings with Town staff and its consultants, Developers and their
representatives, and the Town Council, as requested by the Town or its consultants;
(2) Draft Town Council resolutions as necessary in connection with the creation and
administration of PIDs, and prepayments of PID Bonds;
(3) Draft legal notices relating to PIDs and special assessments as required by the Act
and coordinate the mailing and publication of such notices;
(4) Draft Town Council ordinances relating to annual updates (“SAP Updates”) to the
service and assessment plans (“SAPs”) for each PID, if requested by City staff;
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(5) Coordinate recordation of PID creation resolutions, ordinances levying special
assessments, and SAP Updates with the respective county clerk(s), upon request by
City staff;
(6) Review and comment on draft development agreements prepared by Developers
and their counsel;
(7) Review and comment on reimbursement agreements (a.k.a., “funding and
reimbursement agreements”, “construction funding agreements”, or similar
contracts) prepared by Developers and their counsel;
(8) Review and provide comments on other documents drafted by other parties that are
necessary or appropriate to the creation or ongoing administration or restructuring
of PIDs, coordinate the authorization and execution of such documents, and review
enabling legislation; and
(9) Review and advise Town on legal issues relating to the creation and structure of the
PIDs.
Our duties in this engagement are limited to those expressly set forth above. Unless we
are separately engaged in writing to perform other services, our duties do not include any other
services, including the following:
(1) Rendering any legal opinion;
(2) Reviewing any procurement requirements, procurement documents, or preparation
or review of requests for bids or proposals or preparation or review of construction
documents;
(3) Drafting any real estate documents, including but not limited to any development
agreements, deeds, deeds of trust, leases, easements, rights-of-way, etc.;
(4) Assisting in the preparation of service and assessment plans as required by the Act;
(5) Assisting in the collection of special assessments or contracts related thereto;
(6) Assisting in the preparation or review of financial disclosure with respect to the
Town, the Developers or the PIDs;
(7) Assisting in obtaining any approval from any other state or federal agency,
including without limitation the Texas Commission on Environmental Quality;
(8) Drafting state constitutional or legislative amendments;
(9) Pursuing any litigation;
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(10) Making an investigation or expressing any view as to the creditworthiness of the
Developer or the financial viability of any development project;
(11) Representing the Town in any examination or inquiry by any state or federal agency
or authority; or
(12) Addressing any other matter not specifically set forth above.
ATTORNEY-CLIENT RELATIONSHIP
Upon execution of this Agreement, the Town will be our client and an attorney-client
relationship will exist between you and us. We further assume that all other parties in this
transaction understand that we represent only the Town in this transaction, we are not counsel to
any other party, and we are not acting as an intermediary among the parties. Our services as bond
counsel are limited to those contracted for in this letter; the Town’s execution of this Agreement
will constitute an acknowledgment of those limitations.
NO BOYCOTT OF ISRAEL
The firm hereby represents that during the term of this Agreement we do not, nor will we,
boycott Israel, in compliance with and within the meaning of 50 U.S.C. Section 4607 and Section
2271.002, of the Texas Government Code.
NOT ENGAGED IN BUSINESS WITH FOREIGN TERRORIST ORGANIZATION
The firm hereby represents that neither the firm nor any wholly owned subsidiary,
majority-owned subsidiary, parent company, or affiliate of the firm is an entity listed by the Texas
Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas
Government Code.
NO DISCRIMINATION OF FIREARMS INDUSTRY
The firm hereby verifies that it (1) does not have a practice, policy, guidance or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of this Agreement against a firearm entity or firearm trade association. The
foregoing verification is made solely to comply with Section 2274.002, Texas Government Code,
as amended, and only if such statute is applicable to this Agreement.
NO BOYCOTT OF ENERGY COMPANIES
The firm hereby verifies that it does not boycott energy companies and, will not boycott
energy companies during the term of this Agreement. The foregoing verification is made solely
to comply with Section 2274.002, Texas Government Code, as amended, and only if such statute
is applicable to this Agreement.
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CONFLICTS
As you are aware, our firm represents many political subdivisions and investment banking
firms, among others, who do business with political subdivisions. It is possible that during the
time that we are representing the Town, one or more of our present or future clients will have
transactions with the Town. It is also possible that we may be asked to represent, in an unrelated
matter, one or more of the entities involved in the proposed transaction. We do not believe such
representation, if it occurs, will adversely affect our ability to represent you as provided in this
letter, either because such matters will be sufficiently different from the proposed transaction so
as to make such representations not adverse to our representation of you, or because the potential
for such adversity is remote or minor and outweighed by the consideration that it is unlikely that
advice given to the other client will be relevant to any aspect of the proposed transaction.
Execution of this letter will signify the Town’s consent to our representation of others consistent
with the circumstances described in this paragraph.
FIRM NOT A MUNICIPAL ADVISOR
As a consequence of the adoption of Rule 15Ba1-1 pursuant to the Securities Exchange
Act of 1934 (the “Municipal Advisor Rule”), which has been promulgated by the Securities and
Exchange Commission as a result of the enactment of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”), we hereby inform the Town that we are not a
“Municipal Advisor” within the meaning of the Municipal Advisor Rule or the Dodd-Frank Act
(collectively, the “MA Rule”). The MA Rule pertains to activities of persons and entities that
provide financial advice to issuers of municipal securities, such as the PID bonds, and establishes
a regimen of registration and compliance activities, and also establishes a regulatory fiduciary duty
to the issuer of municipal securities, for persons and entities that are subject to the MA Rule.
The MA Rule exempts attorneys from its provisions with respect to the provision of legal
advice or services of a traditional legal nature involving the issuance of municipal securities or a
municipal financial product. In its release promulgating the MA Rule, the Securities and Exchange
Commission noted that it “recognizes that legal advice and services of a traditional legal nature in
the area of municipal finance inherently involves a financial advice component.” The Securities
and Exchange Commission also stated that it “recognizes that analysis, discussion, negotiation,
and advice regarding the legal ramifications of the structure, timing, terms, and other provisions
of a financial transaction by an attorney to a client are essential to the development of a plan of
finance. In turn, these services become, among other things, the basis for a transaction’s basic
legal documents, the preparation and delivery of the official statement or other disclosure
document that describes the material terms and provisions of the transaction, the preparation of the
various closing certificates that embody the terms and provisions of the transaction, the preparation
and delivery of the attorney’s legal opinion.” We agree with those statements, and we hereby
advise the Town that while we have expertise with respect to the legal aspects relating to the
issuance of municipal securities, we are not “financial advisors” or “financial experts” in a manner
that would subject us to the provisions of the MA Rule. We provide only legal advice, not purely
financial advice that is not an inherent in our legal advice to the Town as Bond Counsel, as the
Securities and Exchange Commission has acknowledged. The Town should seek the advice of its
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financial advisor with respect to the financial aspects of the issuance of any PID bonds. By signing
this Agreement, the Town acknowledges receipt of this information, and evidences its
understanding of the limitations of our role to the Town as Bond Counsel with respect to the MA
Rule, and, further acknowledges that we are relying on the attorney exclusion provision of the MA
Rule.
FEES
Based upon: (i) the duties we will undertake pursuant to this Agreement; (ii) the time we
anticipate devoting to the proposed transactions; and (iii) the responsibilities we will assume in
connection therewith, the Town shall pay our firm for each hour of work performed (calculated in
¼-hour increments) according to the following schedule:
Partners: $600 per hour
Associate Attorneys: $400 per hour
In addition, the Town will reimburse us for out-of-pocket expenses incurred in connection
with the proposed representation, such as travel costs, translation costs, newspaper publication
costs, recording fees, photocopying, deliveries, telecopier charges, filing fees and other expenses.
Our statements for payment of the above hourly fees and reimbursement for out-of-pocket
expenses will be billed on or after the last business day of each calendar month, but only to the
extent we have been asked to provide services hereunder during such calendar month. The Town
hereby expressly agrees to pay the above hourly rates and expenses for hours actually worked and
expenses actually incurred retroactively through August 1, 2023.
With respect to the creation of any new PID not in existence as of the date hereof, the Town
agrees we are to be paid a fee of $35,000 for each new PID hereafter created; provided, however,
that such fee shall be paid directly to us by the respective Developer of said PID, and the Town
shall not be obligated to pay such PID creation fee from its own funds.
TERM AND TERMINATION
This Agreement is considered executed once both parties have signed and continues in full
force and effect until termination of this Agreement as follows: either party shall have the right to
terminate this Agreement by giving thirty (30) calendar days written notice to the other party. In
the event of any such termination, within thirty (30) calendar days after such notice, the Town
shall pay us all sums earned and due to the firm hereunder up to the date of termination, and all
fees, accrued time, and out-of-pocket expenses to the date of termination, including any time
associated with transferring files and records to the Town or to third parties at the Town’s request.
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RECORDS
At your request, papers and property furnished by you will be returned promptly upon
receipt of payment for outstanding fees and client charges. Our own files, including lawyer work
product, pertaining to the transaction will be retained by us. For various reasons, including the
minimization of unnecessary storage expenses, we reserve the right to dispose of any documents
or other materials retained by us after the termination of this engagement.
If the foregoing terms are acceptable to you, please so indicate by returning the enclosed
copy of this Agreement dated and signed by an authorized officer, retaining the original for your
files. We look forward to working with you.
McCall, Parkhurst & Horton L.L.P.
By: ______________________________
Rodolfo “Rudy” Segura Jr
Accepted and Approved
Town of Westlake, Texas
By: ______________________________
Mayor
Date: _______________, 2023
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TOWN OF WESTLAKE
RESOLUTION NO. 23-62
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT
WITH MCCALL PARKHURST & HORTON TO PROVIDE BOND COUNSEL
SERVICES RELATED TO NEW AND EXISTING PUBLIC IMPROVEMENT
DISTRICTS.
WHEREAS, the Westlake Town Council finds that McCall, Parkhurst & Horton will provide
the best value for all necessary related services for the Public Improvement Districts (PID); and
WHEREAS, the cost for services will be paid by the Town initially and reimbursed to the
Town from Special Assessments levied against the PID; 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 authorizes the
Mayor to execute the agreement with McCall, Parkhurst & Horton as shown on attached
Exhibit “A”.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared
invalid by any court of competent jurisdiction, such invalidity shall not affect the
remaining provisions hereof and the Council hereby determines that it would have adopted
this Resolution without the invalid provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 6 th DAY OF NOVEMBER, 2023.
_______________________
ATTEST: Sean Kilbride, Mayor
____________________________
Amy M. Piukana, Town Secretary
APPROVED AS TO FORM:
____________________________
L. Stanton Lowry, Town Attorney
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-273 Agenda Date:11/6/2023 Agenda #:I.4.
TOWN STAFF REPORT RECCOMENDATIONS
Consider approving an Interlocal Agreement with the City of Denton; and take appropriate action (Kyle
Flanagan, Deputy Director of Public Works)
STAFF: Kyle Flanagan, Deputy Director Public Works
BACKGROUND:
The Town of Westlake utilizes interlocal agreements (ILAs) with other governmental entities to procure
goods and services at advantageous terms that have been directly negotiated between vendors and other
entities. The City of Denton is a reputable government entity that was awarded GFOA Certificate of
Achievement for Excellence in Financial Reporting for the past 6 years, a Certificate of Distinction from
the Government Treasurers of Texas, Five Transparency Stars from the Texas Comptroller, and follows
best practices within their purchasing and bidding practices. No bids for service contracts or purchases
can be used unless the contract is still in effect.
DISCUSSION:
Public Works staff has identified the need to pursue moving to an updated Supervisory Control and Data
Acquisition (SCADA) to improve the water system oversite and service to our citizens. The ILA with
Denton will allow the Town to use favorable pricing due to the purchasing power of the much larger city.
Public Works staff has worked with Prime Controls to ensure that we obtain same or better pricing
model as Denton.
FISCAL IMPACT:
There is no fiscal impact in approving the ILA with the City of Denton but it does increase efficiencies with the
Town of Westlake in both purchasing and Public Works operations.
STAFF RECOMMENDATION:
Staff recommends approval of an interlocal agreement with The City of Denton for the Prime Controls contract,
as presented.
TOWN COUNCIL ACTION/OPTIONS: (Council reads motion)
1)Motion to approve an interlocal agreement with Prime Controls, as presented.
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
Town of Westlake Printed on 11/1/2023Page 1 of 2
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File #:23-273 Agenda Date:11/6/2023 Agenda #:I.4.
4)Motion to deny
Town of Westlake Printed on 11/1/2023Page 2 of 2
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Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: AE644ED0-9CB7-41C1-B2DB-B53FD2360454
Gabby Leeper
RFP
Yes
SCADA Maintenance & Service
7494-1
JUNE 22, 2026
JUNE 22, 2021
21-1194
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Contract # 7494-1 SCADA Maintenance &
Service
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND PRIME CONTROLS, L.P.
(CONTRACT 7494-1)
THIS CONTRACT is made and entered into this date ______________________, by
and between Prime Controls, L.P. a Texas Limited Partnership, whose address is 1725 Lakepointe
Drive Lewisville, TX 75057, hereinafter referred to as "Contractor," and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon
approval of the Denton City Council and subsequent execution of this Contract by the Denton City
Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFP 7494-1 SCADA Maintenance & Service, a copy of which is on file at the office of Purchasing
Agent and incorporated herein for all purposes. The Contract consists of this written agreement
and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 7494-1 SCADA Maintenance & Service (Exhibit “B” on
File at the Office of the Purchasing Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Insurance Requirements (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Contractor’s Proposal (Exhibit "F");
(g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
DocuSign Envelope ID: AE644ED0-9CB7-41C1-B2DB-B53FD2360454
06/22/2021
45
Contract # 7494-1 SCADA Maintenance &
Service
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: AE644ED0-9CB7-41C1-B2DB-B53FD2360454
President
2020-630235
972-221-4849
j.mcniel@prime-controls.com
Jace McNiel
Director, Water and Wastewater
Stephen D. Gay
Water and Wastewater
SARA HENSLEY, INTERIM CITY MANAGER
46
Contract # 7494-1 SCADA Maintenance &
Service
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $400,000. Pricing shall be per Exhibit F attached.
2. Contract Terms
It is the intention of the City of Denton to award a contract for three (3) year, effective from date
of award. The City and the Supplier shall have the option to renew this contract for an additional
two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council. At the sole option
of the City of Denton, the contract may be further extended as needed, not to exceed a total of six
(6) months.
3. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
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The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
4. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified performance standards as outlined below:
Delivery beyond contracted lead times
Performance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
performance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month when any two (2) or more performance standards outlined
above are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
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performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
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any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
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claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to
the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
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of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City’s evaluation of and determination to
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
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any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
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B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
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Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
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other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere
in the world of the rights associated with the City’s’ ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor
agrees that the City’s specifications regarding the deliverables shall in no way diminish
Contractor’s warranties or obligations under this paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
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its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any
such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
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41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation
solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article
XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the
Contractor shall render the Contract voidable by the City. The Contractor shall complete and
submit the City’s Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
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paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
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process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on th e preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
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approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
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vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
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Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
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1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Contract # 7494-1 SCADA Maintenance &
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Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
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Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
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resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
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respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
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Contract # 7494-1 SCADA Maintenance &
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1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
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project; and
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Proposal
for
RFP #7494-1 SCADA Maintenance
and Service
Prime Controls Headquarters
1725 L AKEPOINTE D RIVE, L EWISVILLE, TX 75057 (972) 221-4849
WWW.PRIME-CONTROLS.COM
Exhibit- F
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Proposal for SCADA Maintenance and Service
Vendor Description .......................................................................................................... 2
a. Office Locations ........................................................................................................................ 2
b. Number of Staff ........................................................................................................................ 3
c. Years in Business ...................................................................................................................... 3
d. List of Similar SCADA Installations in Texas ............................................................................... 4
e. Four Surface Water Treatment Plant References ...................................................................... 5
f. Previous Experience with the City of Denton ............................................................................ 9
Specific Questions ............................................................................................................ 9
a. SCADA Software ....................................................................................................................... 9
b. Proficy Historian ....................................................................................................................... 9
c. Hach WIMS ............................................................................................................................. 10
d. Water/Wastewater Experience............................................................................................... 10
e. Specific Experience with Various Products .............................................................................. 15
f. Detailed Experience ................................................................................................................ 15
Authorized Distributor.................................................................................................... 16
Project Schedule ............................................................................................................. 17
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Vendor Description
Prime Controls is one of the largest System Integrators in the nation. We were established in 1997 to
provide customers with a sole source solution for Industrial Automation services and products. Our
experience includes Water and Wastewater, Canals, Dams, Hydroelectric Power, Oil and Gas,
Semiconductor, Food and Beverage, Pharmaceutical, Cosmetic, Aggregate, Building Products, Electric
Utilities, and Energy Management applications. Recognized nationally for our expertise in Industrial
Automation, SCADA, and Control applications, we have earned the reputation as the premiere true
turnkey Main Automation Contractor in North Texas
As a dedicated System Integrator and I&C Construction firm, Prime Controls is professionally staffed to
supply our customers with all aspects of their Automation and Control needs. We are a Certified System
Integrator for both hardware and software product manufacturers and have access to all required
resources, including Factory support services. Our experience and relationships with multiple
manufacturers allow us the unique ability to work closely with our customers from project design to
post project maintenance.
Prime Controls performs the following tasks with our own employees:
Control System Design
Electrical Power Design
Control System Engineering
Software Development
PLC, HMI, and SCADA Programming
Control Panel Assembly
Cybersecurity Evaluation and Implementation
Instrument Specification and Procurement
Instrument Calibration
Electrical Controls Installation
Mechanical Controls Installation
Commissioning
Start-Up
Testing
Maintenance
a. Office Locations
Prime Controls – Headquarters Prime Controls – Colorado
1725 Lakepointe Drive 7270 Gilpin Way
Lewisville, TX 75057 Denver, CO
Phone (972) 221-4849 Phone (720) 307-1141
Prime Controls – New Orleans Prime Controls – Southeast Texas
110 Phlox Avenue 12144 Dairy Ashford, Building 3
Metairie, LA 70001 Sugar Land, TX 77478
Phone (504) 301-3631 Phone (713) 244-9747
Prime Controls – South Texas Prime Controls – Oklahoma
144 Windy Meadows Drive 9428 South 68th East Avenue
Schertz, TX 78154 Tulsa, OK 74133
Phone (210) 718-0040 Phone (918) 496-2606
Prime Controls – West Texas Prime Controls – Central Texas
4136 Business Park Drive 16821 Joe Barbee
Amarillo, TX 79110 Pflugerville, TX 78660
Phone (806) 553-7880 Phone (512) 375-3580
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Prime Controls – East Texas Prime Controls – Southwest
1065 N. Jackson Street 1515 W. University Drive
Jacksonville, TX 75776 Tempe, AZ 85281
Phone (903) 245-0969 Phone (602) 377-2844
Prime Controls – Midland
13020 Highway 191 West, Suite C
Midland, TX 79707
Phone (210) 718-0040
b. Number of Staff
Prime Controls employs 428 people in the following disciplines:
DISCIPLINE NO. OF EMPLOYEES
Account Managers 12
Accounting 8
Administrative 22
Automation Specialists 95
Construction Managers 28
Design 36
Documentation 6
Electricians 47
Engineering Manager 1
Estimating 4
Executive 4
Facilities 3
IT 12
Panel Shop 18
Project Engineers 13
Project Managers &
Assistants 45
QA/QC 4
Safety 11
Sales and Marketing 5
Technicians 53
Trainer 1
TOTAL 428
c. Years in Business
Prime Controls is a limited partnership that was founded March 1, 2004. The company was previously
known as I&C Sales, Inc. which started in 1997.
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d. List of Similar SCADA Installations in Texas
1. North Texas Municipal Water District-6 Water Treatment Plants, 100 remote sites
2. Dallas Water Utilities-3 Water Treatment Plants, 42 remote sites
3. San Antonio Water System-1 Water Treatment Plant, 18 remote sites (Twin Oaks Brackish
Groundwater Desalination)
4. City of Carrollton-29 remote sites
5. City of Denton-2 Water Treatment Plants, 6 remote sites
6. Guadalupe-Blanco River Authority-3 Water Treatment Plants, 7 remote sites
7. Gulf Coast Water Authority-1 Water Treatment Plant (50MGD), 18 remote sites
8. City of Georgetown-3 Water Treatment Plants, 18 remote sites
9. Trinity River Authority of Texas-3 Water Treatment Plants, multiple remote sites
10. City of Pasadena-4 Water Treatment Plants, 17 remote sites
11. City of Richardson-20 remote sites
12. City of San Angelo-1 Booster Pump Station, 12 remote sites
13. Seminole-Gaines County-1 Water Treatment Plant, 8 remote sites
14. San Jacinto River Authority-10 remote Water Treatment Plants
15. City of Sugar Land-7 Water Treatment Plants, 8 remote sites
16. Travis County Water District 17-1 Water Treatment Plant, 12 remote sites
17. West Harris County Regional Water Authority-2 Water Treatment Plants, 48 remote sites
18. City of Addison-4 remote sites
19. Aquilla Water Supply District-1 Water Treatment Plant, 18 remote sites
20. City of Arlington-2 Water Treatment Plants, 26 remote sites
21. City of Cleburne-1 Water Treatment Plant, 13 remote sites
22. City of Grapevine-1 Water Treatment Plant, 4 remote sites
23. City of Midlothian-1 Water Treatment Plant, 4 remote sites
24. City of Mineral Wells-1 Water Treatment Plant, 7 remote sites
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e. Four Surface Water Treatment Plant References
Project Number 1
Project Name: Baytown Area Water Authority 6 MGD Surface Water Treatment Plant
Owner Contact: Sterling Beaver
BAWA Superintendent
281-420-5310
steriling.beaver@baytown.org
Completion Date: November 2020
PLC: Allen-Bradley ControlLogix, 4 ea. and CompactLogix, 3 ea.
I/O Points: 1,052
SCADA Software: VTScada
Contract Value: $1,889,352.00
Scope: Complete Control System for a 6 MGD Surface Water Treatment Plant
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Project Number 2
Project Name: City of Granbury Water Treatment Plant Improvements Phase II
Owner Contact: JG Brite
City of Granbury
817-573-7932 ext 1721
Completion Date: October 2020
PLC: Allen-Bradley ControlLogix, 3 ea.
I/O Points: 352
SCADA Software: Wonderware
Contract Value: $1,889,352.00
Scope: Control system to integrate an expansion of a Pall Membrane Filter system, expansion of the
Reverse Osmosis system including 2 new skids, and other modifications to increase the Surface Water
Treatment Plant capacity from 2.5 MGD to 5.0 MGD.
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Project Number 3
Project Name: City of Richmond Surface Water Treatment Plant
Owner Contact: Howard Christian
City of Richmond
281-342-0559
hchristian@richmondtx.gov
Completion Date: March 2018
PLC: Allen-Bradley ControlLogix, 4 ea.
I/O Points: 332
SCADA Software: Wonderware
Contract Value: $959,864.00
Scope: Upgrade the control system at 4 sites. Scope included new SCADA Servers and Workstations
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Project Number 4
Project Name: City of Sugar Land Surface Water Plant Upgrades
Owner Contact: Danica Mueller
City of Sugar Land
281-275-2164
dmueller@sugarlandtx.gov
Completion Date: June 2013
PLC: Allen-Bradley ControlLogix, 4 ea.
I/O Points: 850
SCADA Software: iFIX
Contract Value: $389,098.00
Scope: PLC and SCADA Software Development for a large Surface Water Treatment Plant
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f. Previous Experience with the City of Denton
Prime Controls has performed the following major projects for the City of Denton:
Year Project Name
2008 Southwest Pump Station
2011 Lake Lewisville Water Treatment Plant Upgrades
2014 Southwest Elevated Storage Tank
2019 Hickory Creek Lift Station Replacement
2019 Allred & John Paine Road Water Transmission Main
2019 Lake Lewisville WTP Phase II Improvements
2020 Redundant M580 PLC Fabrication
2020 Hickory Detention Facility & PCWRP West Peak Flow
In addition, we have performed many smaller projects for the City over the past 20 years.
Specific Questions
a. SCADA Software
Prime Controls routinely uses iFIX, FactoryTalk, Citect, ClearSCADA, Wonderware, Ignition, and VTScada
on Water/Wastewater projects. We have also used Iconics Genesis32 & 64 and Telvent for water
applications.
b. Proficy Historian
The table in 2.d lists 60 projects using iFIX SCADA software on projects with Modicon, Allen-Bradley, GE,
and Siemens PLCs. Among them are several customers who have the Proficy Historian integrated with
their iFIX solution including TRA, DWU, and the City of Denton. Prime Controls is currently using the
Historian for the Tomahawk Creek Wastewater Treatment Plant near Kansas City. We have eight people
on staff who are certified Proficy HMI-SCADA iFIX Advanced and two who are specifically certified on
Proficy Historian Fundamentals. With 60 recent iFIX projects, the Automation Specialists at Prime
Controls have extensive Proficy Historian experience. The following Automaton Specialists are certified
on iFIX:
Name Certificate Date
Demele, Keith Proficy Historian Fundamentals 2014-10-16
Eskander, Abanoub Proficy Historian Fundamentals 2018-08-31
Demele, Keith Proficy HMI/SCADA iFIX Advanced 2012-10-29
Elrod, Rob Proficy HMI/SCADA iFIX Advanced 2012-10-29
Eskander, Abanoub Proficy HMI/SCADA iFIX Advanced 2018-08-24
Gordon, Russell Proficy HMI/SCADA iFIX Advanced 2012-10-29
Graver, Lee Proficy HMI/SCADA iFIX Advanced 2010-02-09
Litzsinger, Matthew Proficy HMI/SCADA iFIX Advanced 2015-05-19
Lucas, Josh Proficy HMI/SCADA iFIX Advanced 2015-08-14
Moore, Dale Proficy HMI/SCADA iFIX Advanced 2012-10-29
Ojeda, Marcos Proficy HMI/SCADA iFIX Advanced 2012-10-29
Ojeda, Marcos Proficy HMI/SCADA iFIX Advanced 2012-06-12
Philpy, Justin Proficy HMI/SCADA iFIX Advanced 2016-04-19
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Page 10 of 17
Name Certificate Date
Barnes, Jason Proficy HMI/SCADA iFIX Fundamentals 2012-10-16
Chen, Charlie Proficy Process Systems Fundamentals 2013-06-03
Garza, Alfonso Proficy Process Systems Fundamentals 2013-06-03
Litzsinger, Matthew SP: iFIX Configurator 2014-02-26
c. Hach WIMS
Prime Controls has deployed WIMS for customers including TRA, Granbury, and Edmund, OK. When the
Edmund projects started, Prime Controls evaluated the benefits of training some of our Automation
Specialists on WIMS. As a Hach IIM Partner, Prime Controls had Hach train eight of our Automaton
Specialists on WIMS implementation at our Lewisville office. We used trained Automation Specialists to
implement WIMS at Edmund for both water and wastewater where the City uses WIMS to produce and
store compliance reports.
d. Water/Wastewater Experience
The Water/Wastewater Division of Prime Controls produces revenue in excess of $40,000,000 per year,
all from Control System integration projects. This table shows a representative sample of 173 projects
with contract value of more than $250,000 both underway and recently completed. The list is in this
order:
• Modicon PLCs with iFIX SCADA (46 projects)
• iFIX SCADA with other PLCs (14 projects)
• Modicon PLCs with other SCADA Software (43 projects)
• Other PLCs with other SCADA Software (70 projects)
Project Description / Project Name Contract Value PLC SCADA
TRA CRWWS PH III B Solids Improvements $11,014,200.00 Modicon iFIX
DWU CWWTP Process Control System Improvements $5,499,346.00 Modicon iFIX
Mesa Greenfield WRF Construction $4,624,759.98 Modicon iFIX
DWU Access $4,321,858.00 Modicon iFIX
TRWD IPL Joint Booster Pump Station $2,988,718.00 Modicon iFIX
DWU Ozone System Improvements (Bachman,
Eastside, Elm Fork) $2,345,702.00 Modicon iFIX
DWU Bachman Water Quality Improvement $2,289,996.00 Modicon iFIX
TRWD IPL Pumpline JCC1 Pump Station $2,000,316.00 Modicon iFIX
TRA CRWS Phase V Rehab $1,987,470.00 Modicon iFIX
TWMD Able #3 Storm Water PS $1,960,808.00 Modicon iFIX
TRA Process Improvements $1,581,693.00 Modicon iFIX
TRA-Central Regional WW System Phase II Solids
Management Imp $1,507,175.00 Modicon iFIX
DWU CWWTP Aeriation Improvements $1,352,450.00 Modicon iFIX
TRA TCWSP Treatment Plant Improvements No. 15-56 $1,284,580.00 Modicon iFIX
Hickory Well Supply-Well Field $1,125,932.29 Modicon iFIX
TRA Central Phase IV Rehab $1,057,905.26 Modicon iFIX
DWU CWWTP Grit Removal Screen $1,018,575.60 Modicon iFIX
DWU Elm Fork Pump Station #1 $1,010,000.00 Modicon iFIX
DWU White Rock Raw Sewage $951,184.32 Modicon iFIX
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Project Description / Project Name Contract Value PLC SCADA
DWU Eastside Water Quality Improvement $940,000.00 Modicon iFIX
TRA-CRWS Headworks B Improvements $898,805.70 Modicon iFIX
TRA Phase IV-D PS 6 & 6A $884,443.50 Modicon iFIX
IPL Section 12, 13 and MBR $880,661.90 Modicon iFIX
DWU Walcrest PS $847,000.00 Modicon iFIX
Central WWTP Effluent PS $791,839.00 Modicon iFIX
Hickory Groundwater Treatment $784,449.17 Modicon iFIX
DWU Walnut Hill Pump Station Replacement Project $774,300.00 Modicon iFIX
DWU Southside WWTP Major Maint & Rehab $761,135.00 Modicon iFIX
DWU Central WWTP White Rock $724,880.24 Modicon iFIX
DWU-Central WWTP ASIPS $664,339.94 Modicon iFIX
DWU Major Valve & Vault $644,760.00 Modicon iFIX
DWU Elm Fork WTP $644,222.57 Modicon iFIX
Lake Lewisville WTP Phase II Improvements $633,900.00 Modicon iFIX
DWU Elm Fork Residual Handling Facility $611,765.00 Modicon iFIX
DWU Southside WWTP Grit Removal Improvements $587,208.00 Modicon iFIX
TRA Phase I Solids Management $578,815.31 Modicon iFIX
TRA CRWS Headworks A Fine Screen Facility $575,000.00 Modicon iFIX
CRWS Elm Fork Relief Intercept $537,359.00 Modicon iFIX
TRA Livingston WTP 5 MGD $529,348.10 Modicon iFIX
DWU Central & Southside WWTP $527,695.00 Modicon iFIX
South Laredo WWTP Expansion $505,482.52 Modicon iFIX
DWU Cadiz and Y-Inlet Improvements $498,420.00 Modicon iFIX
DWU Central WWTP Complex A $476,701.00 Modicon iFIX
Lake Lewisville Water Treatment Plant Dewatering Imp $458,000.00 Modicon iFIX
CRWS PH VI Rehab $314,800.00 Modicon iFIX
TRA Ten Mile Creek RWS Plant Rehab Improvements $255,200.00 Modicon iFIX
Tomahawk Creek Wastewater Treatment Facility
Expansion $6,980,737.00 Allen-Bradley iFIX
Pearland Surface WTP $2,696,469.00 Allen-Bradley iFIX
Pearland Reflection Bay WRF Expansion $1,430,000.00 Allen-Bradley iFIX
Cibolo Creek Municipal Authority $1,388,134.00 Allen-Bradley iFIX
South Austin Regional WWTP Fil $903,668.10 Allen-Bradley iFIX
HCID No. 18 WWTP Improvements $801,827.00 Allen-Bradley iFIX
Lubbock PS10 & Storage Tank $764,200.01 Allen-Bradley iFIX
Sugar Land Riverstone $713,864.00 Allen-Bradley iFIX
SWBNO Algiers Water Purification Plant $689,000.00 Allen-Bradley iFIX
Sulphur Springs WWTP Improvements $574,629.00 Allen-Bradley iFIX
Lubbock PS16 and Storage Tank $545,223.72 Allen-Bradley iFIX
Sugar Land Annexation $344,000.00 Allen-Bradley iFIX
TRA DCRWS Plant Rehab Phase 1 $313,900.00 Allen-Bradley iFIX
Laredo South WWTP $1,275,822.45 GE iFIX
Houston SEWPP Treatment Modules Rehab $1,069,000.00 Siemens iFIX
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Project Description / Project Name Contract Value PLC SCADA
UTRWD Riverbend WWTP Expansion Project $1,656,014.00 Modicon Wonderware
The Colony Stewart Creek WWTP Exp. Ph. 1 $1,265,400.00 Modicon Wonderware
Richardson SCADA Upgrades $1,173,674.24 Modicon Wonderware
Cedar Park WWTP Control & SCADA Improvement $1,000,692.00 Modicon Wonderware
GCWA IPS $761,200.00 Modicon Wonderware
Denton - Hickory Detention Facility/ Pecan Creek WRP $751,500.00 Modicon Wonderware
UTRWD Doe Branch Expansion $651,802.00 Modicon Wonderware
Wilcox WWTP EST $591,358.94 Modicon Wonderware
NTMWD McKinney Redbud Pump Station $325,850.00 Modicon Wonderware
NTMWD Water Transmission SCADA System Imp,
Project 329 $10,004,523.00 Modicon FactoryTalk
NTMWD Leonard Water Treatment Plant $9,054,342.00 Modicon FactoryTalk
NTMWD WTP Plant II Filter Underdrain Impr. Phase II $3,983,626.00 Modicon FactoryTalk
NTMWD Wylie WTP IV 70 MGD Expansion $3,888,630.00 Modicon FactoryTalk
NTMWD Wylie WTP Plants III & IV Filter Performance
Imp $3,575,305.00 Modicon FactoryTalk
NTMWD Lower Bois D'Arc RWPS $2,673,579.00 Modicon FactoryTalk
NTMWD Wylie WTP Campus Chem Sys $1,815,200.00 Modicon FactoryTalk
Chemical Systems Improvement Ph1B $1,575,700.00 Modicon FactoryTalk
NTMWD Leonard WTP High Service Pump Station $1,255,500.00 Modicon FactoryTalk
NTMWD Meter Vault Standardization Set Point Control
Phase II $747,309.00 Modicon FactoryTalk
NTMWD - Main Stem Pump Station $586,300.00 Modicon FactoryTalk
NTMWD McKinney LS Improvements $565,000.00 Modicon FactoryTalk
NTMWD Indian Creek Lift Station No. 2 $525,500.00 Modicon FactoryTalk
NTMWD Exchange Parkway GST $350,595.00 Modicon FactoryTalk
NTMWD Leonard Terminal Storage Reservoir $345,750.00 Modicon FactoryTalk
NTMWD-Virginia Parkway GST $324,725.00 Modicon FactoryTalk
Brushy Creek Regional WW East Plant 30MGD Upgrade $1,052,838.00 Modicon Ignition
Brushy Creek Regional WW East Plant $615,118.00 Modicon Ignition
Arlington JK & PB WTP Rehab $901,877.26 Modicon None
NTMWD Meter Vault Standardization Set Point Control
Phase II $654,000.00 Modicon None
TRWD Kennedale Balancing Reservoir Pressure
Reducing Station $533,340.00 Modicon None
Lake Arlington Raw Water Pump Station Shared
Operations Imp $460,900.00 Modicon None
Richland Chambers Spillway Gate Controls $412,589.00 Modicon None
Lake Livingston Hydrogeneration Plant $1,815,000.00 Modicon Other
SAWS University Pump Stat. Pro $832,746.45 Modicon Other
COF Village Creek Switchgear Replacement $489,382.00 Modicon Other
Travis County WC&ID Pump Station 3 Phase 2 $384,657.00 Modicon Other
Fort Worth North Holly Sed Basin Sludge Removal $326,000.00 Modicon Other
Broken Arrow City Wide SCADA System $1,685,401.00 Modicon VTScada
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Project Description / Project Name Contract Value PLC SCADA
Conroe Central WWTP $1,414,135.00 Modicon VTScada
Conroe Southwest WWTP Improv. $923,958.00 Modicon VTScada
Jefferson Parish East Bank WTP P3 Plant PLC Upgrade $669,074.00 Modicon VTScada
Conroe SW WWTP SCADA Replacement $609,080.00 Modicon VTScada
Houston Zoo Galapagos LSS $459,178.00 Modicon VTScada
California Water Control System & SCADA Upgrade
Phase I $7,617,065.34 SCADAPack ClearSCADA
SJRA North GW Reduction $1,479,922.31 SCADAPack ClearSCADA
CalWater Misc. Fixed Price $1,225,876.00 SCADAPack ClearSCADA
California Water Bakersfield Controls System Upgrade $820,845.00 SCADAPack ClearSCADA
USACE Permanent Canal Closures and Pumps $9,645,761.00 Allen-Bradley FactoryTalk
Edmond Coffee Creek WRRFEP $7,485,000.00 Allen-Bradley FactoryTalk
SAWS Brackish GW Desalination $5,210,937.55 Allen-Bradley FactoryTalk
SAWS Broadband Access Point & PLC Replacement $5,125,199.00 Allen-Bradley FactoryTalk
Edmond Arcadia Residuals Handling Improvements $4,478,701.00 Allen-Bradley FactoryTalk
SAWS Broadband Phase II Upgrade $4,239,473.00 Allen-Bradley FactoryTalk
NTMWD Wylie WTP HMI and Data Server Upgrades $3,156,520.00 Allen-Bradley FactoryTalk
South Mesquite Creek RWWTP 2015 SCADA Imp $3,154,765.00 Allen-Bradley FactoryTalk
NTMWD SCADA Upgrades 205 $2,881,978.51 Allen-Bradley FactoryTalk
Central Water Integration Pipeline Terminus Treatment
Facility $2,831,000.00 Allen-Bradley FactoryTalk
EL Paso Water Canal Street Controls System Upgrade $2,800,000.00 Allen-Bradley FactoryTalk
Wylie WTP Project #268-InPlant $2,601,308.87 Allen-Bradley FactoryTalk
SAWS - Chilled Water System $2,309,910.57 Allen-Bradley FactoryTalk
El Paso Fred Hervy Phase 1 Controls System Upgrade $1,931,801.00 Allen-Bradley FactoryTalk
El Paso Water Bustamante Control System $1,865,120.00 Allen-Bradley FactoryTalk
NTMWD Wylie Water Treatment Plant III SCADA
Improvements $1,790,315.00 Allen-Bradley FactoryTalk
El Paso Haskell Plant Con. Sys. $1,776,000.00 Allen-Bradley FactoryTalk
NTMWD South Mesquite Creek RWWTP Solids
Improvements $1,750,000.00 Allen-Bradley FactoryTalk
Hamby WWTP Improv. Phase II $1,711,082.21 Allen-Bradley FactoryTalk
El Paso Fred Hervey Ph 2 CS $1,594,758.00 Allen-Bradley FactoryTalk
Cherokee Metropolitan District TDS Reduction Facility $1,579,821.00 Allen-Bradley FactoryTalk
NTMWD Wylie Plant II Clearwell & Disinfection $1,349,831.72 Allen-Bradley FactoryTalk
CC-NAS-WWTP $994,690.00 Allen-Bradley FactoryTalk
Nueces River Raw Water PS $969,795.00 Allen-Bradley FactoryTalk
Warzbach Pump Station Imp. $869,690.00 Allen-Bradley FactoryTalk
SAWS DSP Southeast Tank & PS $863,944.73 Allen-Bradley FactoryTalk
SAWS DOS RIOS WRC Electrical $853,991.16 Allen-Bradley FactoryTalk
Corpus Christi HSP - Building #3 $850,690.00 Allen-Bradley FactoryTalk
El Paso Water Bustamante DCU-5 $799,880.00 Allen-Bradley FactoryTalk
SAWS Dos Rios Headworks $755,248.30 Allen-Bradley FactoryTalk
NTMWD Wylie WTP Chlorine System Improvements $715,000.00 Allen-Bradley FactoryTalk
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Project Description / Project Name Contract Value PLC SCADA
SAWS La Rosa Pump Station Rehab $661,137.00 Allen-Bradley FactoryTalk
Garland Biosolids Rehab & Odor - Rowlett Creek WTP $657,502.08 Allen-Bradley FactoryTalk
Hargesheimer WTP Expansion $617,315.00 Allen-Bradley FactoryTalk
SAWS Basin Pump Station Improvements Phase II $606,369.00 Allen-Bradley FactoryTalk
Huntsville AJ WWTP $595,850.00 Allen-Bradley FactoryTalk
Midland WPCP Primary Rehab $583,000.00 Allen-Bradley FactoryTalk
SAWS Zarzamora Pump Station $578,492.00 Allen-Bradley FactoryTalk
COF Village Creek Peak Flow $576,419.78 Allen-Bradley FactoryTalk
NBU Trinity Well Field Treatment $561,636.04 Allen-Bradley FactoryTalk
South Mesquite Creek RWWTP Filter & UV Disinfection
Imp $537,315.00 Allen-Bradley FactoryTalk
SAWS CWIP Maltsberger Pump Station and Basin
Improvements $533,000.00 Allen-Bradley FactoryTalk
SAWS Green Mountain Pump Station Facility $493,690.00 Allen-Bradley FactoryTalk
GCA Bayport Facility 1st Step Tank System Addition $455,000.00 Allen-Bradley FactoryTalk
SAWS PLC Replacement Master Contract $450,000.00 Allen-Bradley FactoryTalk
Pecan Branch WWTP $361,211.00 Allen-Bradley FactoryTalk
Stillwater OK Pump Station & Water Transmission $325,307.00 Allen-Bradley FactoryTalk
Mansfield WTP Phase 2 - WTP $817,506.16 Allen-Bradley Ignition
Fort Worth Village Creek $528,500.00 Allen-Bradley None
NEWPP Central Plant Panels $365,000.00 Allen-Bradley None
BCR WWTP East Plant Control Sys Upgrade $1,925,537.00 Allen-Bradley Other
HMGP Oak St. PS Upgrade & Rehab $618,011.00 Allen-Bradley Other
Houston NE Water Purification Plant Package 10 $11,467,570.00 Allen-Bradley VTScada
BAWA 6MGD Surface Water Treatment Plant $1,516,000.00 Allen-Bradley VTScada
Wichita Falls Permanent Indirect Reuse Sys $1,341,400.00 Allen-Bradley VTScada
FBC WCID No. 2 WWTP No. 2 $946,690.00 Allen-Bradley VTScada
Sabine River Water Supply Raw Water PS and Canal
Connection $701,780.00 Allen-Bradley VTScada
Granbury South WWTP Improvements Phase I $588,038.00 Allen-Bradley VTScada
Jefferson Parish Automation & Controls Services $1MM Annually Allen-Bradley VTScada
Midland WPCP Secondary Treatment Upgrades $2,521,400.00 Allen-Bradley Wonderware
PK Pretreatment Facility $1,121,446.52 Allen-Bradley Wonderware
Richmond Surface WTP Membrane Procurement $959,864.00 Allen-Bradley Wonderware
EPCOR Luke 303 WRF $491,673.00 Allen-Bradley Wonderware
Missouri City WTP Expansion $388,450.00 Allen-Bradley Wonderware
Granbury Water Treatment Plant Phase II $349,840.00 Allen-Bradley Wonderware
Tulsa SCADA System Upgrade $510,671.05 Motorola Wonderware
Jefferson Parish SCADA System Services $835,037.00 None VTScada
Carrollton SCADA Upgrade $1,044,591.00 Other Wonderware
FBC MUD 25 WWTP No. 1 and No. 2 Improvements $449,690.00 Siemens None
Houston LLPS Direct Co $519,084.00 Siemens Siemens
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e. Specific Experience with Various Products
The project table above shows experience with SCADAPack, Modicon, and Allen-Bradley. This is a
summary of the number of projects for each type of component.
Control System Component No. of Projects
Modicon PLC 89
SCADAPack/ClearSCADA 4
Allen-Bradley PLC 78
Allen-Bradley SCADA 63
For SCADAPack, the list shows four projects. This is misleading as the California Water project had 679
SCADAPack RTUs.
Prime Controls has done many projects converting from PLC 5 or SLC family to the Logix family. These
projects have become uncommon as most Owners have made the conversion.
Our experience with Think N Do software has been exclusively for the City of Denton at the Lake Ray
Robert’s WTP Facility. Prime Controls is currently performing a control system upgrade at this Facility
which is scheduled to be fully implemented in the Spring of 2021.
f. Detailed Experience
i. PLC Programming
Prime Controls provides programming for PLCs, HMIs, and SCADA. Programming tasks range from very
simple to extremely complex. Within our staff of more than 100 programmers, we have a knowledge
base encompassing almost any control scenario. This experience has been documented by
programming standards that are similar to our design standards. We have also developed libraries of
code for many of the industry standard software packages. These libraries give the programmers a
verified basis to start customizing for a specific application. Produced code is reviewed by other
programmers as a preliminary check. The final version is then reviewed by the Engineering Manager or
another senior engineer. The final check of the program code is the Factory Acceptance Test (FAT).
Prime Controls makes extensive use of simulation software to verify the code functions as intended.
This approach not only ensures the quality of the software; it significantly reduces the amount of time
required to deliver the control system components.
Automation Specialists at Prime Controls perform PLC programming. For simple projects, one
Automation Specialist does all the PLC programming. For complicated projects, the project is broken into
logical components and divided between two or more Automaton Specialists. A Sr. Automation
Specialist is assigned as the lead programmer to coordinate the separate programming tasks. The same
team that programs the PLCs continues with the project through the FAT, field installation, and
customer acceptance. This approach ensures continuity and decreases execution risk.
ii. Visual Basic Scripting/Programming
When Visual Basic programming is required, Prime Controls calls upon our pool of Visual Basic
programmers who have experience in Water/Wastewater as well as other industries. Prime Controls has
48 Automation Specialists with Visual Basic programming experience, including 6 individuals with
advanced skills and the ability to handle any Visual Basic project.
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iii. Microsoft SQL DB
Microsoft SQL is used for historian applications by several of the SCADA software packages used at
Prime Controls. While the SQL interface is normally transparent to the SCADA programmer, we have
found it necessary at times to actually modify the SQL database in its native format. This is a sensitive
operation that can have adverse effects on a SCADA system. Prime Controls has 42 Automaton
Specialists with experience modifying SQL databases. Among them are 4 people who have advanced
skills.
iv. Network Switching Devices
The Automaton Specialists at Prime Controls typically install and commission the network switches. For
large, complicated systems, the Project Team calls upon our Information Technology Department. This
department is staffed with 11 people who support projects and provide internal infrastructure support.
Among them, they hold the following certifications:
CCNA-Industrial Hirschmann Industrial Network Engineer
CCNA-Routing and Switching Hirschmann Industrial Routing Professional
CCNA-Network Associate Security Hirschmann Industrial Systems Engineer
CCNA-Network Professional Routing and Security Hirschmann Operating System Layer 2 Specialist
CCNA-Industrial Networking Specialist Hirschmann Product Professional
Hirschmann Industrial Backbone Specialist Microsoft Expert: Server Infrastructure
v. SCADA Communications Protocols
As shown in the list above, Prime Controls has vast experience implementing SCADA systems of different
types. Each of these systems includes one or more communications driver that deals with one or more
communications protocol. Some of the more common communications drivers we use are:
• Schneider Electric OPC Factory Server (OFS)
• GE Digital Industrial Gateway Server (IGS)
• GE Modbus Ethernet (MBE)
• Kepware
• FactoryTalk Linx
• Wonderware IO Driver Suite
• Ignition IO Driver Suite
• VTScada IO Driver Suite
Some of the more common SCADA communication protocols we use are:
• Modbus
• OPC DA
• OPC UA
• Ethernet/IP
• Profinet
• MQTT
Authorized Distributor
Prime Controls is authorized to resell all products specified in the RFP. We hold the following
manufacturer certifications along with others that cover practically all aspects of water/wastewater
control projects.
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• GE Digital (Proficy) Solution Provider, also GE Premier Solution Partner
• Schneider Electric (Modicon) Alliance Partner and Preferred Partner in Water & Waste Water
• Hach IIM Partner
• Belden (Hirschmann) Alliance Partner
• Schneider Electric-Control Microsystems (SCADAPack) Integration Partner
• Rockwell Automation (Allen-Bradley) Solution Partner
Project Schedule
The picture on the cover of this proposal shows our headquarters building in Lewisville. This office
houses 249 employees including 60 Automation Specialists and Project Engineers, 32
Designers/Drafters, 15 Technicians, and 21 Electricians. Our Panel Shop, with 18 Production Associates,
is in this building.
Our headquarters staff is immediately available to support any SCADA project required by the City of
Denton. The Account Manager for Denton, Lain Cloy, PMP, and Service Manager, Colby Cobb, have
direct, recent experience with the City. They will use the pool of employees at our headquarters to staff
one or more project teams as required to efficiently execute projects with strict compliance to the City’s
schedule requirements.
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Exhibit F
Total Price $426.00
Line # Description QTY UOM Unit Extended
1 Hourly Rate: Non‐Emergency‐ 8:00am‐5:00pm Mon‐Fri 1 HR $110.00 $110.00
2 Hourly Rate: Non‐Emergency ‐ stay on job after 5pm 1 HR $143.00 $143.00
3 Hourly Rate: Emergency Repairs 1 HR $173.00 $173.00
4 Parts: Percent mark‐up 1 Percent 25.0%
Prime Controls
DocuSign Envelope ID: AE644ED0-9CB7-41C1-B2DB-B53FD2360454
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Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: AE644ED0-9CB7-41C1-B2DB-B53FD2360454
G
Prime Controls, L.P.
5/17/2021
96
Certificate Of Completion
Envelope Id: AE644ED09CB741C1B2DBB53FD2360454 Status: Completed
Subject: Please DocuSign: City Council Contract 7494-1 SCADA Maintenance
Source Envelope:
Document Pages: 53 Signatures: 6 Envelope Originator:
Certificate Pages: 7 Initials: 2 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/27/2021 4:09:26 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/27/2021 4:21:50 PM
Viewed: 4/27/2021 4:22:00 PM
Signed: 4/30/2021 12:17:29 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/30/2021 12:17:34 PM
Viewed: 4/30/2021 4:03:27 PM
Signed: 4/30/2021 4:05:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.185.202.16
Sent: 4/30/2021 4:05:07 PM
Viewed: 5/3/2021 3:35:15 PM
Signed: 5/3/2021 3:38:01 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jace McNiel
j.mcniel@prime-controls.com
President
Prime Controls, LP
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 74.113.246.158
Sent: 5/10/2021 1:56:36 PM
Resent: 5/14/2021 10:13:10 AM
Viewed: 5/17/2021 1:38:44 PM
Signed: 5/17/2021 1:39:23 PM
Electronic Record and Signature Disclosure:
Accepted: 5/17/2021 1:38:44 PM
ID: a6245900-4c51-416f-bf27-5f881a8636b8
97
Signer Events Signature Timestamp
Jace McNiel
j.mcniel@prime-controls.com
President
Prime Controls, LP
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 74.113.246.158
Sent: 5/17/2021 1:39:27 PM
Viewed: 5/17/2021 1:40:08 PM
Signed: 5/17/2021 1:45:28 PM
Electronic Record and Signature Disclosure:
Accepted: 5/17/2021 1:40:08 PM
ID: d89d1760-0adc-45a3-8ed6-23b86c09694c
Stephen D. Gay
Stephen.Gay@cityofdenton.com
Director, Water and Wastewater
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 5/17/2021 1:45:33 PM
Viewed: 5/17/2021 1:47:05 PM
Signed: 5/18/2021 10:37:28 AM
Electronic Record and Signature Disclosure:
Accepted: 5/18/2021 10:36:26 AM
ID: 2d02dacf-e6e4-4bef-87d8-d1172fa794da
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 5/18/2021 10:37:31 AM
Viewed: 6/23/2021 8:27:20 AM
Signed: 6/23/2021 8:27:41 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/23/2021 8:27:45 AM
Viewed: 6/23/2021 8:40:09 AM
Signed: 6/23/2021 8:40:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/23/2021 8:40:19 AM
Viewed: 6/23/2021 11:02:37 AM
Signed: 6/23/2021 11:03:02 AM
Electronic Record and Signature Disclosure:
Accepted: 6/23/2021 11:02:37 AM
ID: fd6c4302-bc24-45d4-8ff4-82139744f826
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
98
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/30/2021 12:17:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lisa Lauer
l.lauer@prime-controls.com
Security Level: Email, Account Authentication
(None)
Sent: 5/10/2021 1:56:38 PM
Viewed: 5/14/2021 9:30:17 AM
Electronic Record and Signature Disclosure:
Accepted: 5/10/2021 1:53:38 PM
ID: 996c7a8b-0138-4169-875b-03d150738be9
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/23/2021 8:27:43 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 6/23/2021 8:27:44 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 6/23/2021 11:03:07 AM
Viewed: 6/23/2021 11:27:50 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Hector Ortiz
Hector.Ortiz@cityofdenton.com
Water Production Superintendent
Security Level: Email, Account Authentication
(None)
Sent: 6/23/2021 11:03:08 AM
Viewed: 6/23/2021 11:30:19 AM
Electronic Record and Signature Disclosure:
Accepted: 6/18/2021 1:21:35 PM
ID: 6f8842cf-0bec-45c3-b8eb-f96f888361d5
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/27/2021 4:21:50 PM
Certified Delivered Security Checked 6/23/2021 11:02:37 AM
Signing Complete Security Checked 6/23/2021 11:03:02 AM
Completed Security Checked 6/23/2021 11:03:08 AM
Payment Events Status Timestamps
99
Electronic Record and Signature Disclosure
100
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Jace McNiel, Jace McNiel, Stephen D. Gay, Rosa Rios, Lisa Lauer, Hector Ortiz
101
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102
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103
Interlocal Agreement – City of Denton and the Town of Westlake - 1 -
MASTER INTERLOCAL COOPERATIVE PURCHASING AGREEMENT
BETWEEN THE TOWN OF WESTLAKE AND CITY OF DENTON
WHEREAS, Chapter 791 of the Texas Government Code, also known as the Interlocal
Cooperation Act, and Chapter 271.102 of the Texas Local Government Code authorize all local
governments to contract with each other to perform governmental functions or services including
administrative functions normally associated with the operation of government such as purchasing
of necessary equipment, supplies and services;
WHEREAS, The Town of Westlake (the “Town”) and the City of Denton (“Denton”) desire to
enter into this Agreement for the purpose of fulfilling and implementing their respective public
and governmental purposes, needs, objectives, programs and services;
WHEREAS, The Town and Denton represent that each are independently authorized to perform
the functions or services contemplated by this Agreement;
WHEREAS, it is deemed in the best interest of all participating governments that said
governments do enter into a mutually satisfactory agreement for the purchase of necessary
equipment, supplies, and services;
WHEREAS, the participating governments are of the opinion that cooperation in the purchasing
of equipment, supplies, services and auctions will be beneficial to the taxpayers of the governments
through the efficiencies and potential savings to be realized; and
WHEREAS, each party has sufficient resources to perform the functions contemplated by this
Agreement;
NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions
contained herein, promise and agree as to each of the other as follows:
1. The Town and Denton are authorized to participate in each other’s current
and/or future contracts for goods and services. Said contracts shall have
been established in accordance with all appropriate procedures governing
competitive bids and competitive proposals, if required.
2. The Town and Denton agree that the ordering of goods and services is the
responsibility of the local government seeking to obtain such goods and
services under the established contract, and that participating government
shall deal directly with the vendor in obtaining the goods and services and
payment therefore. The participating government shall be liable to the
vendor only for goods and services ordered and received by it, and shall not,
by the execution of this Agreement, assume any additional liability. Neither
the Town nor Denton warrants, or is responsible for, the quality or delivery
of goods or services from the vendor under contract. Should a dispute arise
between a participating government and a vendor, the same shall be handled
by and between that participating government and the vendor.
104
Interlocal Agreement – City of Denton and the Town of Westlake - 2 -
3. Each government shall pay invoices directly to the providers of goods and
services that are invoiced and delivered directly to each respective
government.
4. Participation of either government in any cooperative purchasing activity is
strictly voluntary. Nothing in this Agreement shall prevent either
governments from purchasing and/or accepting and awarding bids,
proposals and contracts subject to this Agreement on its own behalf.
5. Each government shall ensure that all applicable laws and ordinances have
been satisfied.
6. Effective Date and Term. This Agreement shall be effective when the last
party signing causes the Agreement to be fully executed and will remain in
full force and effect indefinitely. Any party may modify and/or terminate
this Agreement in accordance with Paragraphs 7 and 8, respectively.
7. Modification. The terms and conditions of this Agreement may be
modified upon the mutual consent of all parties. Mutual consent will be
demonstrated by approval of the governing body of each party hereto. No
modification to this Agreement shall be effective and binding unless and
until it is reduced to writing and signed by duly authorized representatives
of all parties.
8. Termination. This Agreement may be terminated at any time by the Town
or Denton, with or without cause, upon thirty (30) days written notice to the
other party in accordance with Paragraph 11 herein.
9. Hold Harmless. To the extent allowed by law, the Town and Denton agree
to hold each other harmless from and against any and all claims, losses,
damages, causes of action, suits and liabilities of every kind, including all
expenses of litigation, court costs and attorney’s fees, for injury or death of
any person, for damage to any property, or for any breach of contract,
arising out of or in connection with the work done under this Agreement.
10. Invalidity. If any provision of this Agreement shall be held to be invalid,
illegal, or unenforceable by a court or other tribunal of competent
jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. The parties
shall use their best efforts to replace the respective provision or provisions
of this Agreement with legal terms and conditions approximating the
original intent of the parties.
11. Written Notice. Unless otherwise specified, written notice shall be deemed
to have been duly served if delivered in person, sent by email, by fax with
successful send confirmation, or by certified mail to the last business
address as listed herein.
105
Interlocal Agreement – City of Denton and the Town of Westlake - 3 -
Town of Westlake: Town of Westlake
Attn.: Procurement
1500 Solana Blvd.
Building 7
Suite 7200
Westlake, TX 76262
Phone: (817) 430-0941
Fax: (817) 430-1812
Denton: Purchasing Department
City of Denton
901 B Texas St.
Denton, TX 76209
Phone: 940-349-7100
Purchasing@CityOfDenton.com
12. Entire Agreement. It is understood that this Agreement contains the entire
agreement between the parties and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject
matter. No oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. This Agreement cannot be
changed or terminated orally. No verbal agreement or conversation with
any officer, agent, or employee of any party before or after the execution of
this Agreement shall affect or modify any of the terms or obligations
hereunder.
13. Amendment. No Amendment to this Agreement shall be effective and
binding unless and until it is reduced to writing and signed by dul y
authorized representatives of both parties.
14. Texas Law. This Agreement has been made under and shall be governed
by the laws of the State of Texas.
15. Place of Performance. Performance and all matters related thereto shall
be in the County of the government originating the bid. This shall be Denton
County, Texas, United States of America for Denton and shall be Tarrant
County, Texas, United States of America for the Town.
16. Authority to Enter Contract. Each party has the full power and authority
to enter into and perform this Agreement and the person signing this
Agreement on behalf of each party has been properly authorized and
empowered to enter into this Agreement. The persons executing this
Agreement hereby represent that they have authorization to sign on behalf
of their respective Government.
17. Waiver. Failure of any party, at any time, to enforce a provision of this
Agreement, shall in no way constitute a waiver of that provision, nor in
anyway affect the validity of this Agreement, any part hereof, or the right
106
Interlocal Agreement – City of Denton and the Town of Westlake - 4 -
of either party thereafter to enforce each and every provision hereof. No
term of this Agreement shall be deemed waived or breach excused unless
the waiver shall be in writing and signed by the party claimed to have
waived. Furthermore, any consent to or waiver of a breach will not
constitute consent to or waiver of or excuse of any other different or
subsequent breach.
18. Agreement Read. The parties acknowledge that they understand and
intend to be bound by the terms and conditions of this Agreement.
19. Multiple Originals. It is understood and agreed that this Agreement may
be executed in multiple counterparts, each of which shall be deemed an
original for all purposes.
107
Interlocal Agreement – City of Denton and the Town of Westlake - 5 -
TOWN OF WESTLAKE CITY OF DENTON
BY: BY:
Town Manager
DATE:
BY Printed Name and Title
ATTEST: ATTEST:
Town Secretary
DATE:
ATTEST Printed Name and Title
APPROVED AS TO FORM:
Town Attorney
108
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:ORD-983 Agenda Date:11/6/2023 Agenda #:J.1.
TOWN STAFF REPORT RECCOMENDATIONS
Discuss and consider approving the suggested intersection change submitted by Teague Nall and Perkins Engineering
firm and adopt Ordinance 983 to add stop signs at Randol Mill and Dove intersection replacing current yield signs,
approve quotes from Stripe-A-Zone for restriping and Smith Lawn and Tree for tree removal and the associated budget
amendment for unbudgeted work; and take appropriate action (Wade Carroll, Town Manager)
STAFF: Wade Carroll, Town Manager
BACKGROUND:
Council member David Quint requested that staff evaluate the intersection of Dove and Randol Mill
after hearing of an accident at that intersection. There have also been several citizens complain that
there was a great number of accidents at that intersection as well. Staff requested that the Fire
Department and Police Department pull the number of accidents in and near the intersection to evaluate
the issue. Staff also requested that Teague Nall and Perkins, our Town engineering firm, evaluate the
intersection and suggest improvements if necessary. Police and Fire reports show a total of 3 major
accidents (with injuries) and 2 minor accidents (no injuries) were reported at the intersection of Randol
Mill and Dove lane in the past 5 years. Only 1 accident was reported to be in the intersection with the
others caused by distracted drivers that lost control of their vehicles before or after the intersection.
DISCUSSION:
Staff met with our Town Engineer and asked them to evaluate the intersection and make suggestions in
making the intersection more safe. The suggested changes are attached and include exchanging current
yield signs with stop signs, restriping the intersection with reflective paint, adding raised and reflective
buttons along the south side of the roadway (area of the majority of the accidents due to distracted
driving) and the removal of several trees that could hinder a drivers view of oncoming traffic or cars that
are stationary at the stop signs. Bids were requested from 3 different stripping and sign companies with
Stripe-a-Zone coming in with the lowest bid of $6,573. The Public Works team will add additional
reflective buttons to the road edges for an additional $400 and trees will be removed by Smith Lawn and
Tree at their contracted price. Traffic at this intersection is relatively slow during the majority of the day
but should be monitored. Once traffic increases a signal warrant study should be completed to
determine if a signal light or traffic circle would increase the safety of drivers and citizens while
decreasing wait times for drivers.
FISCAL IMPACT:
Staff requesting the approval of a budget amendment not to exceed $8000 from the general fund balance
to _____ for the unbudgeted intersection improvements.
Town of Westlake Printed on 11/1/2023Page 1 of 2
powered by Legistar™109
File #:ORD-983 Agenda Date:11/6/2023 Agenda #:J.1.
STAFF RECOMMENDATION:
Staff recommends approving a budget amendment not to exceed $8,000 from general fund balance to
_____ for the intersection improvement and the amendment of Ordinance 983 to replace the yield signs
with stop signs at the intersection of Dove and Randol Mill.
ATTACHMENT(S):
Ordinance 983
Intersection improvement plan from TNP
Quotes for service
TOWN COUNCIL ACTION/OPTIONS:
1)Motion to approve
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
Town of Westlake Printed on 11/1/2023Page 2 of 2
powered by Legistar™110
Ordinance 983
Page 1 of2
TOWN OF WESTLAKE
ORDINANCE NO. 983
AN ORDINANCE OF THE TOWN OF WESTLAKE AMENDING ORDINANCE 684 THE
WESTLAKE CODE OF ORDINANCES DIVISION 2, TRAFFIC CONTROL DEVICES,
SECTION 90-52 STOP SIGNS AMENDING (B) ADDING ITEM (16); STOP SIGNS
INSTALLED FOR NORTHBOUND TRAFFIC AT RANDOL MILL ROAD TURNING ONTO
EAST AND WESTBOUND DOVE ROAD; AND WESTBOUND DOVE ROAD TURNING
SOUTHBOUND ONTO RANDOLL MILL; PROVIDING A CUMULATIVE CLAUSE;
PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENALTY CLAUSE (FINE
NOT TO EXCEED $250.00) PROVIDING A SAVINGS CLAUSE; AND ESTABLISHING AN
EFFECTIVE DATE.
WHEREAS, Teague Nall and Perkins Engineering has recommended the Town Council add
stop signs at Randol Mill and Dove Road intersection; and
WHEREAS, The Town Council finds it is in the best interest of the Town and its citizens
as well as the traveling public and that the amendment to the Code of Ordinances for the Town of
Westlake should be approved and adopted; and
WHEREAS, by the passage of this ordinance and publication of ordinance, shall in effect
serve notice of the change to the general public; and
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That all matters stated in the preamble are found to be true and correct and
are incorporated herein as if copied in their entirety.
SECTION 2: That Chapter 90 Section 90-52 (B) Stop Signs of the Town of Westlake
Code of Ordinances, is hereby amended to add a stop sign item (16) as follows:
(16)Northbound traffic at Randoll Mill turning onto east and westbound Dove Road; and
westbound traffic on Dove Road turning southbound onto Randoll Mill.
SECTION 3: That all provisions of Chapter 90 not hereby amended shall remain in full
force and effect.
SECTION 4: It shall be unlawful for any person to drive or operate a motor vehicle that
enters the intersection at Randol Mill and Dove without stopping in obedience to the sign erected
and installed pursuant to this Ordinance. Further, it shall be unlawful for any person to tamper with,
alter, remove, destroy cover or hinder the visibility of any stop sign erected by this Ordinance in a
manner which is inconsistent with its use as a traffic control device. Any person who violates this
ordinance or part thereof shall be guilty of a misdemeanor and upon conviction thereof, shall be
punished by a fine not less than $50.00 or more than $250.00.
111
Ordinance 983
Page 2 of2
SECTION 4: That this Ordinance shall be cumulative of all other Town Ordinances
and all other provisions of other Ordinances adopted by the Town which are inconsistent with the
terms or provisions of this Ordinance are hereby repealed.
SECTION 5: It is hereby declared to be the intention of the Town Council of the Town
of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are severable,
and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared legally
invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction,
such legal invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses,
sentences, paragraphs or sections of this Ordinance since the same would have been enacted by
the Town Council of the Town of Westlake without the incorporation in this Ordinance of any
such legally invalid or unconstitutional, phrase, sentence, paragraph or section.
SECTION 6: This ordinance shall be published in the official newspaper of the City, as
required by law and shall become effective after publication as provided by law.
PASSED AND APPROVED ON THIS 6 th DAY OF NOVEMBER 2023.
____________________
Mayor Sean C. Kilbride
ATTEST:
__________________________
Amy M. Piukana, Town Secretary
APPROVED AS TO FORM:
__________________________
Stan Lowry, Town Attorney
112
W DOVE ROAD
RA
N
D
O
L
L
M
I
L
L
RO
A
D
4" DOUBLE
YELLOW SOLID
PVMT MARKING
(TYP)
4" DOUBLE
YELLOW
SOLID PVMT
MARKING
(TYP)
4" WHITE SOLID
PVMT MARKING
(TYP)
4" WHITE SOLID
PVMT MARKING
(TYP)
18" STOP BAR
(TYP)
W
D
O
V
E
R
O
A
D
REMOVE/TRIM
TREE TO
PROVIDE
CLEAR LINE
OF SIGHT
PROVIDE RAISED REFLECTIVE
PAVEMENT MARKERS ALONG THE
EDGE OR FLEXIBLE GROUND MOUNT
DELINEATORS TO WARN DRIVERS OF
PAVEMENT EDGE CONDITION
teague nall & perkins
5237 N. Riverside Drive Suite 100
Fort Worth, Texas 76137
817.336.5773 ph 817.336.2813 fx
TBPE Registration No. F-230
www.tnpinc.com
teague nall & perkins
PAVEMENT MARKING PLAN
TOWN OF WESTLAKE, TEXAS
WEST DOVE ROAD - RANDOLL MILL ROAD
11
3
W DOVE ROAD
RA
N
D
O
L
L
M
I
L
L
RO
A
D
4" DOUBLE
YELLOW SOLID
PVMT MARKING
(TYP)
4" DOUBLE
YELLOW
SOLID PVMT
MARKING
(TYP)
4" WHITE SOLID
PVMT MARKING
(TYP)
4" WHITE SOLID
PVMT MARKING
(TYP)
18" STOP BAR
(TYP)
W
D
O
V
E
R
O
A
D
REMOVE/TRIM
TREE TO
PROVIDE
CLEAR LINE
OF SIGHT
PROVIDE RAISED REFLECTIVE
PAVEMENT MARKERS ALONG THE
EDGE OR FLEXIBLE GROUND MOUNT
DELINEATORS TO WARN DRIVERS OF
PAVEMENT EDGE CONDITION
teague nall & perkins
5237 N. Riverside Drive Suite 100
Fort Worth, Texas 76137
817.336.5773 ph 817.336.2813 fx
TBPE Registration No. F-230
www.tnpinc.com
teague nall & perkins
PAVEMENT MARKING PLAN
TOWN OF WESTLAKE, TEXAS
WEST DOVE ROAD - RANDOLL MILL ROAD
11
4
Page 1 of 1
930 KCK Way, Cedar Hill, TX 75104
Certifications: TxDOT SBE | NCTRCA SBE
Job Name: WESTLAKE -WEST DOVE RD - RANDOLL MILL RD Estimator: Ashley Voelkel
Control#: Office: (469) 523-0180 X 128
Project#:
Bid Date: 10/19/2023
Proposal#: 23-J759-18
Email: ashleyv@thmtx.com
Operations: Blane Pierson
Office: (469) 523-0180 X 114
Email: blane@thmtx.com
Item Description Unit Quantity Unit Price Ext Price
10 WEST DOVE RD - RANDOLL MILL RD PAVEMENT MARKINGS LS 1.000 $9,750.000 $9,750.00
Bid Total: $9,750.00
NOTES:
BASED ON ONE (1) MOVE-IN. ADDITIONAL MOVE-INS WILL BE SUBJECT TO A $2,500.00 MOBILIZATION CHARGE PLUS UNIT PRICES.
IF ACCEPTED, THE FOLLLOWING QUOTE CONDITIONS MUST BE INCORPORATED INTO THE CONTRACT:
* NO PRIOR CLEANING OR SWEEPING
* ANY SUBSIDIARY PERMANENT PAVEMENT MARKINGS, WORK ZONE MARKINGS, TABS, BUTTONS/MARKERS, AND ELIMIN ATION OF MARKINGS IS
EXCLUDED
* THM MUST BE NOTIFIED OF ANY CANCELLATION A MINIMUM OF (12) HOURS PRIOR TO THE SCHEDULED TIME OF ARRIVAL OR THE GC WILL BE
SUBJECT TO A CANCELLATION FEE OF $5,500.00 PER (12) HOUR SHIFT
* WAITING TIME WILL BE CHARGED AT A RATE OF $1,500.00 PER HOUR IF THE CREW IS ONSITE AND CANNOT WORK DUE TO THE GC
* MINIMUM 3 WEEKS NOTICE REQUIRED FOR MOVE-IN
* PAYMENTS DUE UPON RECEIPT OF FUNDING
* PRICES EXCLUDE ALL BONDS & TAXES
* NO RETAINAGE SHALL BE WITHHELD
Traffic Highway Maintenance, LLC. does not indemnify General Contractor or Project Owners for accidents, injury or death caused solely by General Contractor or
Project Owners active or passive negligence. This proposal may be withdrawn if not accepted within 30 days. Prices quoted are pending compliance with credit terms
and conditions.
_______________________________________________________ ________________________________
Signature Date
_______________________________________________________ ________________________________
Printed Name Company Name
115
Purchase Order Date: 10/11/2023 Terms: 30 Days Due Date: 11/10/2023 Vendor ID: CUST-000198
SALES QUOTE
Stripe-A-Zone LLC
ORDER #: SQ-013696-SAZ
ORDER DATE: 10/11/2023
ENTERED BY: BDIAZ
ESTIMATOR: CHAD JEWELL CJEWELL@STRIPE-A-
ZONE.COM
PROJECT: PJ-00011526
PROJECT NAME: W DOVE AND RANDOLL MILL
2714 Sherman Street
Grand Prairie, TX 75051
Phone 972-647-2714
Fax 972-641-9520
www.Stripe-A-Zone.com
PAY
TO:
Bidder
,
SHIP
TO:
W DOVE AND RANDOLL MILL
,
Kyle
PH: 817-996-6793
EMAIL: kflanagan@westlaketx.gov
PO#CONTRACT #PAYMENT TERMS GOOD UNTIL
W DOVE AND RANDOLL MILL 30 Days 11/10/2023
ITEM #DESCRIPTION UNIT QTY UNIT PRICE AMOUNT
3604 Furnish and Install 4" Double Yellow
Thermoplastic LF 633 $0.00 $0.00
3601 Furnish and Install 4" White Thermoplastic LF 1634 $0.00 $0.00
3638 Furnish and Install 18 white TY I
thermoplastic LF 45 $0.00 $0.00
3317 Furnish and Install "STOP" 30" X30" sign on
2" X 2"breakaway post EACH 3 $0.00 $0.00
3502 Furnish and Install Ty I-C 4" reflective
marker EACH 20 $0.00 $0.00
2001 Lump Sum - Material LUMP SUM 1 $6,573.00 $6,573.00
Subtotal $6,573.00
Sales Tax $0.00
Total $6,573.00
NOTES: NO DETAIL PROVIDED
Priced for one (1) coat of Quality Traffic Marking paint. Excludes surface preparation and bonds. This proposal is based upon one (1) trip completion. All
additional trips (due to General Contractor or owner negligence) will be subject to additional mobilization charges. The prices, specifications and conditions of
this proposal are satisfactory and are hereby accepted. I understand Stripe-A-Zone, Inc. is not liable for any damages of any underground utilities and cannot
guarantee any striping that is done on concrete that has not cured for at least ninety (90) days. The above total will have a 3% fee assessed if paid with a credit
card. Any alterations and deviations from the above specifications involving extra costs will be executed only upon written orders from Stripe-A-Zone, Inc.
Acceptance of this proposal is an agreement for the above scope and pricing only. Any court action resulting from this agreement will be conducted in Tarrant
County, Texas. We may withdrawal this proposal if it is not accepted within thirty (30) days.
SIGNATURE/PRINTED NAME: __________________________________________DATE OF ACCEPTANCE: __________________
116
DATE:10/6/23
TO:Estimating Dept FROM:Aaron Teeter
ATTN PERSON
817.634.0044
COMPANY PHONE NUMBER
817.634.0048
FAX NUMBER FAX NUMBER
Item Description Unit Quantity Unit Price Extension
NI 4" White Thermoplastic Stripe LF 800 $1.25 $1,000.00
NI 4" Double Yellow Thermoplastic Stripe LF 600 $3.25 $1,950.00
NI 18" White Thermoplastic Stripe LF 45 $10.95 $492.75
NI White Refl Buttons EA 50 $5.25 $262.50
NI Sign Assemblies Installed on Green Powder Coated Unistrut Post EA 3 $625.00 $1,875.00
NI Traffic Control During Install PER DAY 2 $785.00 $1,570.00
Quote valid for up to 20 days. Pricing subject to change after 20 day period.
No prior cleaning, no surface prep and no sandblasting unless otherwise noted above.
Pavement marking installation by handcart only, excludes long liner installation.
A minimum of $1000.00 to be billed for all pavement marking installation.
First mobilization is included, each additional mobilization will be $850.
Changes and or revisions to plans will alter prices quoted.
Invoice will be for actual quantities installed at above unit pricing
Sign assemblies installed on green powder coated post
Tax will be applied unless tax exemption certificate is provided.
Excludes permits.
Sincerely,
Aaron Teeter
Thank you for the opportunity to earn your business.
Altus Traffic Management, LLC dba:
CrossRoads
Sales Quote
W. Dove Road - Striping and Signage
Fax / E Mail Transmittal
City of Westlake
Number of pages including cover sheet: 1 please call (817) 634-0044 if any pages are missing.
117
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-278 Agenda Date:11/6/2023 Agenda #:J.2.
TOWN STAFF REPORT RECCOMENDATIONS
Discuss intersection safety and possible intersection improvements for the intersection of Solana Blvd and
Granada/Cortez; and take appropriate action (Wade Carroll, Town Manaer)
STAFF: Wade Carroll, Town Manager
BACKGROUND:
On Tuesday, October 17th an accident occurred at Solana Blvd and Granada. The Mayor reported to
staff that he had received many calls from Granada residents that there had been many accidents at that
location and that the intersection was extremely dangerous. A traffic signal is required to be installed at
that intersection as part of the developers agreement for the Solana Improvement District (Entrada)
however the agreements state that the signal must be warranted to TxDot standards. There is language
however that the intersection improvements be installed prior to the development of the 14.5 acres of
residential units adjacent to the Solana complex (Core Logic property) but still refers to the developers
agreement that states the signal must be warranted. The language does allow the Town to negotiate the
installation timing as part of another approved developer’s agreement thus opening the requirement up
for further negotiation. The developer had a traffic signal warrant study completed and has had the
engineering completed for the signal light installation however the intersection did not meet any of the 9
requirements for traffic signal installation. Most traffic counts were approximately half of the required
numbers for traffic signal installation. The developer’s agreement, Entrada zoning language and signal
warrant study are attached.
DISCUSSION:
Over the past five years two (2) major accident and no (0) minor accidents have occurred at the
intersection of Solana Blvd and Granada/Cortez. Solana Blvd is a wide, major thoroughfare and
although traffic counts are low and do not warrant traffic signal installation, the speed at which a vehicle
can travel on this well improved but dimly lit roadway could cause serious injuries to drivers or
pedestrians due to the high rate of speed possible on the roadway itself. This fact must be weighed with
the warrant study recommendations when deciding upon the timing of the installation. The Solana
planned development zoning and the developer’s agreement both call for the signal light installation to
be warranted by TxDot standards prior to instillation but does require 88% of the project funds are
escrowed by the developer upon approval of the intersection improvement plans (engineering). Plans for
the intersection improvements were received on October 26th and are currently being inspected by the
Town engineers for approval. The approximate cost of signalization of a 4-way multi-lane intersection is
$450,000 making the Town’s portion of the project approximately $54,000.
Town of Westlake Printed on 11/1/2023Page 1 of 2
powered by Legistar™118
File #:23-278 Agenda Date:11/6/2023 Agenda #:J.2.
FISCAL IMPACT:
The addition of 4 LED solar powered stop signs with blinking red lights is approximately $20,000. If the
developer agrees to move forward with installation of signal light the Town will be responsible for
approximately $54,000. Neither expense was budgeted and would require approval of a budget transfer
from unassigned general fund balance to 100-16-44303 Road Repairs and Maintenance for the
approvements.
STAFF RECOMMENDATION:
Staff recommends approval of the expenditure not to exceed $20,000 for the installation of 4 solar
powered, LED lit stop lights at the intersection of Solana Blvd and Granada/Cortez. Staff would also
recommend that the traffic signal be scheduled for installation as part of the requirements met to
approve the development of the Core Logic property and the light be fully installed and operational
before the approval of the last 25% of building permits be issued for the same property.
ATTACHMENT(S):
Traffic Warrant Study
Language from Solana Improvement District developer’s agreement and Entrada Zoning
Quotes for stop sign installation
TOWN COUNCIL ACTION/OPTIONS:
1)Motion to approve
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
Town of Westlake Printed on 11/1/2023Page 2 of 2
powered by Legistar™119
Memorandum
To: Ron Ruthven, AICP
Town of Westlake, Texas
From: Briallen Rees, PE, PTOE
Date: October 23, 2023
Subject: Traffic Signal Warrant Analysis at Solana Boulevard and Cortes Drive in the Town of Westlake,
Texas
Dear Mr. Ruthven:
The purpose of this traffic signal warrant analysis is to analyze the existing traffic volumes at the intersection of
Solana Boulevard and Cortes Drive to determine is a traffic signal is warranted today. The intersection is one of
the primary access points for the Westlake Entrada development and is currently unsignalized. A vicinity map in
included in Figure 1.
Figure 1: Vicinity Map
120
Traffic Signal Warrant Analysis
Westlake Entrada
Town of Westlake, Texas Page 2
Traffic Signal Warrant Analysis
A traffic signal warrant analysis (TSWA) was performed for the intersection of Solana Boulevard and Cortes
Drive in the Town of Westlake, Texas for existing conditions. The intersection is one of the primary access points
for the Westlake Entrada development and thus, is anticipated to experience high volumes of traffic upon
completion of the development. Traffic data was collected at this intersection on Wednesday, October 11, 2023
during the AM and PM peak hours, traffic data sheets are included as an Attachment. In order to perform a full
TSWA, 24-hour counts are needed; in order to calculate the remaining traffic data, ITE time of day traffic
distribution percentages were used.
This traffic signal warrant was conducted based on the Texas Manual on Uniform Traffic Control Devices
(TMUTCD). The TMUTCD provides the necessary requirements to warrant a traffic signal control. The TSWA
worksheet including analysis of each of the warrants is included as an Attachment.
The investigation of the need for a traffic control signal shall include an analysis of factors related to the existing
operation and safety at the study location and the potential to improve these conditions, and the applicable factors
contained in the following traffic signal warrants:
Warrant 1, Eight-Hour Vehicular Volume
Warrant 2, Four-Hour Vehicular Volume
Warrant 3, Peak Hour
Warrant 4, Pedestrian Volume
Warrant 5, School Crossing
Warrant 6, Coordinated Signal System
Warrant 7, Crash Experience
Warrant 8, Roadway Network
Warrant 9, Intersection Near a Grade Crossing
The satisfaction of a traffic signal warrant or warrants shall not in itself require the installation of a traffic control
signal.
A traffic control signal should not be installed unless an engineering study indicates that installing a traffic control
signal will improve the overall safety and/or operation of the intersection. A traffic control signal shoul d not be
installed if it will seriously disrupt progressive traffic flow.
The study should consider the effects of the right turn vehicles from the minor street approaches. Engineering
judgment should be used to determine what, if any, portion of the right turn traffic is subtracted from the minor
street count when evaluating the signal warrants. The following paragraphs provide a brief description of each of
the signal warrants in the TMUTCD.
Warrant 1, Eight-Hour Vehicular Volume
The Minimum Vehicular Volume, Condition A, is intended for application at locations where a large volume of
intersecting traffic is the principal reason to consider installing a traffic control signal.
The Interruption of Continuous Traffic, Condition B, is intended for application at locations where Condition A
is not satisfied and where the traffic volume on a major street is so heavy that traffic on a minor intersecting street
suffers excessive delay or conflict in entering or crossing the major street.
The results of the eight-hour vehicular volume warrant indicate that only about 45% of the volume is currently
present to meet this warrant. The requirement is 420 vehicles on the main road (Solana Boulevard) during the
eighth highest hour, and currently there are only 274 vehicles; on the minor road, 105 vehicles should be present
during the eighth highest hour and currently there are only 28 vehicles. Warrant 1 is not satisfied.
121
Traffic Signal Warrant Analysis
Westlake Entrada
Town of Westlake, Texas Page 3
Warrant 2, Four-Hour Vehicular Volume
The Four-Hour Vehicular Volume
signal warrant conditions are intended
to be applied where the volume of
intersecting traffic is the principal
reason to consider installing a traffic
control signal.
The results of the four-hour vehicular
volume warrant indicate that the minor
street volumes (Cortes Drive) is too
low to meet the warrant requirements.
Graphs are provided in the TMUTCD
depicting the relationship between the
major and minor road, see Figure 2. As
shown in the graph, the volumes on
both the major and minor road
approaches are too low and therefore
warrant 2 is not satisfied.
Warrant 3, Peak Hour
The Peak Hour signal warrant is
intended for use at a location where
traffic conditions are such that for a
minimum of 1 hour of an average day,
the minor-street traffic suffers undue
delay when entering or crossing the
major street.
This signal warrant shall be applied
only in unusual cases, such as office
complexes, manufacturing plants,
industrial complexes, or high-
occupancy vehicle facilities that attract
or discharge large numbers of vehicles
over a short time.
Since the anticipated land use of the
Westlake Entrada development does
not fall under one of the categories
listed, warrant 3 is not applicable and therefore not satisfied. Even if the land uses for Entrada were aligned with
the lane uses listed in the TMUTCD, the traffic volumes would not satisfy the peak hour warrant. Another graph
is provided in the manual depicting the relationship between major and minor road traffic, see Figure 3.
Warrant 4, Pedestrian Volume
The Pedestrian Volume signal warrant is intended for application where the traffic volume on a major street is so
heavy that pedestrians experience excessive delay in crossing the major street.
Figure 2: Four-Hour Volume Warrant Summary
Figure 3: Peak Hour Volume Warrant Summary
122
Traffic Signal Warrant Analysis
Westlake Entrada
Town of Westlake, Texas Page 4
The Pedestrian Volume signal warrant shall not be applied at locations where the distance to the nearest traffic
control signal or STOP sign controlling the street that pedestrians desire to cross is less than 300 feet unless the
proposed traffic control signal will not restrict the progressive movement of traffic.
Pedestrian traffic volumes at this intersection were low enough to be considered insignificant. Warrant 4 is not
satisfied.
Warrant 5, School Crossing
The School Crossing signal warrant is intended for application where the fact that school children cross the major
street is the principal reason to consider installing a traffic control signal. For the purposes of this warrant, the
word “school children” includes elementary through high school students.
Since no schools are present within the vicinity of the site, warrant 5 is not applicable and therefore not satisfied.
Warrant 6, Coordinated Signal System
Progressive movement in a coordinated signal system sometimes necessitates installing traffic control signals at
intersections where they would not otherwise be needed in order to maintain proper platooning of vehicles.
The Coordinated Signal System signal warrant should not be applied where the resultant spacing of traffic control
signals would be less than 1,000 feet.
The nearest traffic signal to the intersection of Solana Boulevard and Cortes Drive is the intersectio n of Davis
Boulevard and Solana Boulevard, which is approximately 1,350 feet northwest of our intersection. Since the
existing volume along Solana Boulevard is relatively low, there is likely no issue with vehicle plantooning.
Warrant 6 is not satisfied.
Warrant 7, Crash Experience
The Crash Experience signal warrant conditions are intended for application where the severity and frequency of
crashes are the principal reasons to consider installing a traffic control signal.
BGE reviewed the TxDOT Crash Records Information System (CRIS) database for historic crash data at the
intersection of Solana Boulevard and Cortes Drive. Records were searched from 2018 to 2023 and no crashes had
been reported during this time period. It typically takes a few months for t he database to be updated with recent
crashes, so any new crashes occurring in the Summer or Fall of 2023 have likely not been put into the database.
However, in order for warrant 7 to be considered or met, warrant 1 must first be satisfied; since warrant 1 is not
yet satisfied, even if recent crashes occurred at the intersection, the warrant would not be satisfied.
Warrant 8, Roadway Network
Installing a traffic control signal at some intersections might be justified to encourage concentration and
organization of traffic flow on a roadway network. The need for a traffic control signal shall be considered if an
engineering study finds that the common intersection of two or more major routes meets specific traffic volume
criteria stated in the warrant.
In order for warrant 8 to be satisfied, the total approach volume on all approaches should be greater than 1,000
vehicles for a single peak hour. The highest total approach volume that has been calculated for this intersection in
existing conditions is 561 vehicles. Warrant 8 is not satisfied.
123
Traffic Signal Warrant Analysis
Westlake Entrada
Town of Westlake, Texas Page 5
Warrant 9, Intersection Near a Grade Crossing
The Intersection Near a Grade Crossing signal warrant is intended for use at a location where none of the
conditions described in the other eight traffic signal warrants are met , but the proximity to the intersection of a
grade crossing on an intersection approach controlled by a STOP or YIELD sign is the principal reason to consider
installing a traffic control signal.
This signal warrant should be applied only after adequate consideration has been given to other alternatives or
after a trial of an alternative has failed to alleviate the safety concerns associated with the grade crossing.
The intersection of Solana Boulevard and Cortes Drive is not near a rail crossing. Warrant 9 is not satisfied.
Conclusion
The purpose of this traffic signal warrant analysis was to analyze existing traffic volumes and conditions at the
intersection of Solana Boulevard and Cortes Drive to determine if a traffic signal is warranted today. The traffic
warrant methodology presented in the Texas Manual on Uniform Traffic Control Devices (TMUTCD) was used
to determine the need for a traffic signal. The results of the warrant analysis determined that none of the nine
signal warrants presented in the TMUTCD were satisfied under existi ng conditions. A traffic signal is not
warranted or recommended at this time.
Sincerely,
Briallen Rees, PE, PTOE
Project Manager
brees@bgeinc.com
(972) 528-8457
124
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9
5:
3
0
P
M
3
25
4
0
32
2
0
0
0
2
0
54
1
0
55
3
1
3
0
7
96
5:
4
5
P
M
5
37
5
3
50
2
0
3
0
5
1
23
1
0
25
12
0
6
0
18
98
Ho
u
r
l
y
T
o
t
a
l
11
11
9
16
5
15
1
9
0
9
0
18
5
22
6
7
0
23
8
23
1
13
0
37
44
4
6:
0
0
P
M
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Gr
a
n
d
T
o
t
a
l
33
91
5
48
13
10
0
9
27
1
26
0
54
27
49
9
15
0
54
1
71
3
71
0
14
5
17
4
9
Ap
p
r
o
a
c
h
%
3.
3
90
.
7
4.
8
1.
3
-
50
.
0
1.
9
48
.
1
0.
0
-
5.
0
92
.
2
2.
8
0.
0
-
49
.
0
2.
1
49
.
0
0.
0
-
-
To
t
a
l
%
1.
9
52
.
3
2.
7
0.
7
57
.
7
1.
5
0.
1
1.
5
0.
0
3.
1
1.
5
28
.
5
0.
9
0.
0
30
.
9
4.
1
0.
2
4.
1
0.
0
8.
3
-
Li
g
h
t
s
33
90
3
47
13
99
6
26
1
24
0
51
25
48
8
14
0
52
7
71
3
67
0
14
1
17
1
5
%
L
i
g
h
t
s
10
0
.
0
98
.
7
97
.
9
10
0
.
0
98
.
7
96
.
3
10
0
.
0
92
.
3
-
94
.
4
92
.
6
97
.
8
93
.
3
-
97
.
4
10
0
.
0
10
0
.
0
94
.
4
-
97
.
2
98
.
1
Me
d
i
u
m
s
0
11
1
0
12
1
0
2
0
3
2
9
1
0
12
0
0
4
0
4
31
%
M
e
d
i
u
m
s
0.
0
1.
2
2.
1
0.
0
1.
2
3.
7
0.
0
7.
7
-
5.
6
7.
4
1.
8
6.
7
-
2.
2
0.
0
0.
0
5.
6
-
2.
8
1.
8
Ar
t
i
c
u
l
a
t
e
d
T
r
u
c
k
s
0
1
0
0
1
0
0
0
0
0
0
2
0
0
2
0
0
0
0
0
3
%
A
r
t
i
c
u
l
a
t
e
d
T
r
u
c
k
s
0.
0
0.
1
0.
0
0.
0
0.
1
0.
0
0.
0
0.
0
-
0.
0
0.
0
0.
4
0.
0
-
0.
4
0.
0
0.
0
0.
0
-
0.
0
0.
2
125
GR
A
M
T
r
a
f
f
i
c
N
T
X
I
n
c
.
11
2
0
W
.
L
o
v
e
r
s
L
a
n
e
Ar
l
i
n
g
t
o
n
,
T
e
x
a
s
,
U
n
i
t
e
d
S
t
a
t
e
s
7
6
0
1
3
81
7
.
2
6
5
.
8
9
6
8
c
h
a
s
e
@
g
r
a
m
n
t
x
.
c
o
m
Co
u
n
t
N
a
m
e
:
C
O
R
T
E
S
D
R
@
S
O
L
A
N
A
B
L
V
D
Si
t
e
C
o
d
e
:
St
a
r
t
D
a
t
e
:
1
0
/
1
1
/
2
0
2
3
Pa
g
e
N
o
:
2
10
/
1
1
/
2
0
2
3
7
:
0
0
A
M
En
d
i
n
g
A
t
10
/
1
1
/
2
0
2
3
6
:
1
5
P
M
Li
g
h
t
s
Me
d
i
u
m
s
Ar
t
i
c
u
l
a
t
e
d
T
r
u
c
k
s
SO
L
A
N
A
B
L
V
D
[
N
]
Ou
t
In
To
t
a
l
59
6
99
6
15
9
2
11
12
23
2
1
3
60
9
10
0
9
16
1
8
47
90
3
33
13
1
11
0
0
0
1
0
0
48
91
5
33
13
R
T
L
U
51
0
1
50
Out
54
0
3
51
In
105
0
4
101
Total
CORTES DR [E]
R
26
0
2
24
T
1
0
0
1
L
27
0
1
26
U
0
0
0
0
99
6
52
7
15
2
3
16
12
28
1
2
3
10
1
3
54
1
15
5
4
Ou
t
In
To
t
a
l
SO
L
A
N
A
B
L
V
D
[
S
]
U
L
T
R
0
25
48
8
14
0
2
9
1
0
0
2
0
0
27
49
9
15
GRANADA TRL [W]
Total
214
7
0
221
In
141
4
0
145
Out
73
3
0
76
0
0
0
0
U
71
0
0
71
L
3
0
0
3
T
67
4
0
71
R Tu
r
n
i
n
g
M
o
v
e
m
e
n
t
D
a
t
a
P
l
o
t
126
GR
A
M
T
r
a
f
f
i
c
N
T
X
I
n
c
.
11
2
0
W
.
L
o
v
e
r
s
L
a
n
e
Ar
l
i
n
g
t
o
n
,
T
e
x
a
s
,
U
n
i
t
e
d
S
t
a
t
e
s
7
6
0
1
3
81
7
.
2
6
5
.
8
9
6
8
c
h
a
s
e
@
g
r
a
m
n
t
x
.
c
o
m
Co
u
n
t
N
a
m
e
:
C
O
R
T
E
S
D
R
@
S
O
L
A
N
A
B
L
V
D
Si
t
e
C
o
d
e
:
St
a
r
t
D
a
t
e
:
1
0
/
1
1
/
2
0
2
3
Pa
g
e
N
o
:
3
Tu
r
n
i
n
g
M
o
v
e
m
e
n
t
P
e
a
k
H
o
u
r
D
a
t
a
(
7
:
4
5
A
M
)
St
a
r
t
T
i
m
e
SO
L
A
N
A
B
L
V
D
CO
R
T
E
S
D
R
SO
L
A
N
A
B
L
V
D
GR
A
N
A
D
A
T
R
L
So
u
t
h
b
o
u
n
d
We
s
t
b
o
u
n
d
No
r
t
h
b
o
u
n
d
Ea
s
t
b
o
u
n
d
Le
f
t
Th
r
u
Ri
g
h
t
U-
T
u
r
n
Ap
p
.
T
o
t
a
l
Le
f
t
Th
r
u
Ri
g
h
t
U-
T
u
r
n
Ap
p
.
T
o
t
a
l
Le
f
t
Th
r
u
Ri
g
h
t
U-
T
u
r
n
Ap
p
.
T
o
t
a
l
Le
f
t
Th
r
u
Ri
g
h
t
U-
T
u
r
n
Ap
p
.
T
o
t
a
l
In
t
.
T
o
t
a
l
7:
4
5
A
M
3
12
6
3
0
13
2
2
0
1
0
3
4
18
0
0
22
7
0
7
0
14
17
1
8:
0
0
A
M
4
13
0
2
1
13
7
2
0
1
0
3
5
21
2
0
28
6
0
8
0
14
18
2
8:
1
5
A
M
1
11
4
1
2
11
8
2
0
2
0
4
1
20
2
0
23
3
0
6
0
9
15
4
8:
3
0
A
M
3
92
3
0
98
0
0
3
0
3
0
14
0
0
14
2
0
7
0
9
12
4
To
t
a
l
11
46
2
9
3
48
5
6
0
7
0
13
10
73
4
0
87
18
0
28
0
46
63
1
Ap
p
r
o
a
c
h
%
2.
3
95
.
3
1.
9
0.
6
-
46
.
2
0.
0
53
.
8
0.
0
-
11
.
5
83
.
9
4.
6
0.
0
-
39
.
1
0.
0
60
.
9
0.
0
-
-
To
t
a
l
%
1.
7
73
.
2
1.
4
0.
5
76
.
9
1.
0
0.
0
1.
1
0.
0
2.
1
1.
6
11
.
6
0.
6
0.
0
13
.
8
2.
9
0.
0
4.
4
0.
0
7.
3
-
PH
F
0.
6
8
8
0.
8
8
8
0.
7
5
0
0.
3
7
5
0.
8
8
5
0.
7
5
0
0.
0
0
0
0.
5
8
3
0.
0
0
0
0.
8
1
3
0.
5
0
0
0.
8
6
9
0.
5
0
0
0.
0
0
0
0.
7
7
7
0.
6
4
3
0.
0
0
0
0.
8
7
5
0.
0
0
0
0.
8
2
1
0.
8
6
7
Li
g
h
t
s
11
45
6
9
3
47
9
6
0
6
0
12
10
67
3
0
80
18
0
28
0
46
61
7
%
L
i
g
h
t
s
10
0
.
0
98
.
7
10
0
.
0
10
0
.
0
98
.
8
10
0
.
0
-
85
.
7
-
92
.
3
10
0
.
0
91
.
8
75
.
0
-
92
.
0
10
0
.
0
-
10
0
.
0
-
10
0
.
0
97
.
8
Me
d
i
u
m
s
0
6
0
0
6
0
0
1
0
1
0
6
1
0
7
0
0
0
0
0
14
%
M
e
d
i
u
m
s
0.
0
1.
3
0.
0
0.
0
1.
2
0.
0
-
14
.
3
-
7.
7
0.
0
8.
2
25
.
0
-
8.
0
0.
0
-
0.
0
-
0.
0
2.
2
Ar
t
i
c
u
l
a
t
e
d
T
r
u
c
k
s
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
%
A
r
t
i
c
u
l
a
t
e
d
T
r
u
c
k
s
0.
0
0.
0
0.
0
0.
0
0.
0
0.
0
-
0.
0
-
0.
0
0.
0
0.
0
0.
0
-
0.
0
0.
0
-
0.
0
-
0.
0
0.
0
127
GR
A
M
T
r
a
f
f
i
c
N
T
X
I
n
c
.
11
2
0
W
.
L
o
v
e
r
s
L
a
n
e
Ar
l
i
n
g
t
o
n
,
T
e
x
a
s
,
U
n
i
t
e
d
S
t
a
t
e
s
7
6
0
1
3
81
7
.
2
6
5
.
8
9
6
8
c
h
a
s
e
@
g
r
a
m
n
t
x
.
c
o
m
Co
u
n
t
N
a
m
e
:
C
O
R
T
E
S
D
R
@
S
O
L
A
N
A
B
L
V
D
Si
t
e
C
o
d
e
:
St
a
r
t
D
a
t
e
:
1
0
/
1
1
/
2
0
2
3
Pa
g
e
N
o
:
4
Pe
a
k
H
o
u
r
D
a
t
a
10
/
1
1
/
2
0
2
3
7
:
4
5
A
M
En
d
i
n
g
A
t
10
/
1
1
/
2
0
2
3
8
:
4
5
A
M
Li
g
h
t
s
Me
d
i
u
m
s
Ar
t
i
c
u
l
a
t
e
d
T
r
u
c
k
s
SO
L
A
N
A
B
L
V
D
[
N
]
Ou
t
In
To
t
a
l
94
47
9
57
3
7
6
13
0
0
0
10
1
48
5
58
6
9
45
6
11
3
0
6
0
0
0
0
0
0
9
46
2
11
3
R
T
L
U
15
0
1
14
Out
13
0
1
12
In
28
0
2
26
Total
CORTES DR [E]
R
7
0
1
6
T
0
0
0
0
L
6
0
0
6
U
0
0
0
0
49
0
80
57
0
6
7
13
0
0
0
49
6
87
58
3
Ou
t
In
To
t
a
l
SO
L
A
N
A
B
L
V
D
[
S
]
U
L
T
R
0
10
67
3
0
0
6
1
0
0
0
0
0
10
73
4
GRANADA TRL [W]
Total
65
0
0
65
In
46
0
0
46
Out
19
0
0
19
0
0
0
0
U
18
0
0
18
L
0
0
0
0
T
28
0
0
28
R
Tu
r
n
i
n
g
M
o
v
e
m
e
n
t
P
e
a
k
H
o
u
r
D
a
t
a
P
l
o
t
(
7
:
4
5
A
M
)
128
GR
A
M
T
r
a
f
f
i
c
N
T
X
I
n
c
.
11
2
0
W
.
L
o
v
e
r
s
L
a
n
e
Ar
l
i
n
g
t
o
n
,
T
e
x
a
s
,
U
n
i
t
e
d
S
t
a
t
e
s
7
6
0
1
3
81
7
.
2
6
5
.
8
9
6
8
c
h
a
s
e
@
g
r
a
m
n
t
x
.
c
o
m
Co
u
n
t
N
a
m
e
:
C
O
R
T
E
S
D
R
@
S
O
L
A
N
A
B
L
V
D
Si
t
e
C
o
d
e
:
St
a
r
t
D
a
t
e
:
1
0
/
1
1
/
2
0
2
3
Pa
g
e
N
o
:
5
Tu
r
n
i
n
g
M
o
v
e
m
e
n
t
P
e
a
k
H
o
u
r
D
a
t
a
(
5
:
0
0
P
M
)
St
a
r
t
T
i
m
e
SO
L
A
N
A
B
L
V
D
CO
R
T
E
S
D
R
SO
L
A
N
A
B
L
V
D
GR
A
N
A
D
A
T
R
L
So
u
t
h
b
o
u
n
d
We
s
t
b
o
u
n
d
No
r
t
h
b
o
u
n
d
Ea
s
t
b
o
u
n
d
Le
f
t
Th
r
u
Ri
g
h
t
U-
T
u
r
n
Ap
p
.
T
o
t
a
l
Le
f
t
Th
r
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129
GR
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Total
CORTES DR [E]
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GRANADA TRL [W]
Total
58
0
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58
In
37
0
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M
)
130
Traffic Survey — Count Analysis
Form Revised 2/27/2012 2011 TMUTCD Warrants
County: District:
City: Population: Survey Date:
Section
Major
Minor
Eight Highest Hours: Include the same 8 hours for the Major and Minor St. volumes.
Time Comments:
Ends Veh. Total
9:00 AM 508
6:00 PM 389
8:00 AM 373
12 NOON 368
11:00 AM 319
10:00 AM 285
4:00 PM 280
5:00 PM 274
Warrant 1. Eight Hour Vehicular Volume
Yes No Meets 70%c (and major-street speed exceeds 40 mph or population less than 10,000) or 100%a
(regardless of speed) of Condition A.
– or –
Yes No Meets 70%c (and major-street speed exceeds 40 mph or population less than 10,000) or 100%a
(regardless of speed) of Condition B.
– or –
Yes No Meets 80%b of Conditions A and B.
– or –
Yes No Meets 56%d of Conditions A and B (and major-street speed exceeds 40 mph or population less
than 10,000).
Condition A - Minimum Vehicle Volume
Major Existing
Street 100%a 80%b 70%c 56%d 100%a 56%d 18.7%
1 500 400 350 280 150 84
2 or more 600 480 420 336 150 84 28
2 or more 600 480 420 336 200 112
1 500 400 350 280 200 112
Condition B - Interruption of Continuous Traffic
Major Existing
Street 100%a 80%b 70%c 56%d 100%a 56%d 37.3%
1 750 600 525 420 75 42
2 or more 900 720 630 504 75 42 28
2 or more 900 720 630 504 100 56
1 750 600 525 420 100 56
aBasic minimum hourly volume.
bUsed for combination of Conditions A and B after adequate trial of other remedial measures.
cMay be used when the major-street speed exceeds 40 mph or in a community with a population of less than 10,000.
dMay be used for combination of Conditions A and B after adequat trial of other remedial measures when major street exceeds
40 mph or in an isolated community with a population of less than 10,000.
1 of 6
Ft Worth
60
60
80
53
53
160
80%b
70
70%c
Vehicles per hour on higher-volume
85% Speed
35 MPH
120
160
140
140
105
105120
Required
Vehicles per hour on higher-volume
Minor St approach (One Direction Only)
Required
Minor St approach (One Direction Only)
70%c
1
274
70
80%b
802 or more
2 or more
1
Ped. Total
Street
Street 30.4%
Number of Lanes
Minor
Minor
32
Vehicles per hour on Major St
29
2 or more
Solana Blvd
Cortes Dr
10/11/2023
Vehicles per hour on Major St
1
Number of Lanes
45.7%
(Total of Both Approaches)
1
Westlake 1,700
ControlName
2 or more
Minor St. - Hi. Vol. App.
Veh. Total
40
37
28
30
Existing
274
Existing
32
36
Required
Major St. - Both App.
Ped. Total
Required
(Total of Both Approaches)
131
Traffic Survey — Count Analysis
Form Revised 2/27/2011)
Warrant 5. School Crossing
Yes No Is the number of adequate gaps in traffic stream during the period when the children are using
the crossing less than the number of minutes in the same period?
– and –
Yes No Is there a minimum of 20 students during the highest crossing hour?
– and –
Yes No Is the nearest signal located more than 300 feet away?
(This warrant may be applied, if the proposed signal is less than 300 feet and does not restrict
the progressive movement of traffic.)
Warrant 6. Coordinated Signal System
Yes No On a one-way street or a street with traffic predominantly in one direction, are the adjacent
signals far enough apart that the necessary degree of vehicle platooning does not occur?
– or –
Yes No On a two-way street, are the adjacent signals far enough appart that the necessary degree of
vehicle platooning does not occur and would the proposed and adjacent traffic control signal
provide a progressive operation?
Warrant 7. Crash Experience
Yes No Is one of the following conditions met?:
♦80% of Condition A or Condition B in Warrant 1
♦56% of Condition A or B in Warrant 1 (major-street speed exceeding 40 mph or
population less than 10,000)
♦80 % or more of Warrant 4 met?
– and –
Yes No Have there been 5 or more reportable crashes susceptible to correction by a traffic
signal within a 12 month period?
Warrant 8. Roadway Network
Yes No Is the total existing, or immediately projected, en tering volume on all approaches greater
than 1000 vehicles for each of any 5 hours of a Saturday and/or Sunday.
– or –
Yes No Is the total existing, or immediately projected, en tering volume greater than 1000 vehicles for
the peak hour of a typical weekday, and do the 5 year projected traffic volumes meet one or
more of Warrants 1, 2, and 3 during an average weekday?
Check applicable characteristics of each route:
Major Minor
Street Street
It is part of street or highway system that serves as the principal roadway network for through
traffic flow.
It includes rural or suburban highways outside, entering, or traversing a city.
It appears as a major route on an official plan such as a major street plan in an urban area
traffic and transportation study.
Remarks:
5 of 6
N/A
132
Traffic Survey — Count Analysis
TxDOT Form Revised 2/27/2012)
Warrant 2. Four Hour Volumes
Yes No Meets each of 4 Highest Hours (Warrant 2 — see Figure 1).
Figure 1. Four-hour volume warrant. (Warrant 2.)
2 of 6
0
100
200
300
400
500
300 400 500 600 700 800 900 1000 1100 1200 1300 1400
M
I
N
O
R
S
T
R
E
E
T
HI
G
H
V
O
L
U
M
E
A
P
P
R
O
A
C
H
-
V
P
H
MAJOR STREET -- TOTAL OF BOTH APPROACHES--VEHICLES PER
HOUR (VPH)
115*
80*
2 OR MORE LANES & 2 OR MORE LANES
2 OR MORE LANES & 1 LANE
1 LANE & 1 LANE
133
Traffic Survey — Count Analysis
TxDOT Form Revised 2/27/2012)
Warrant 3. Peak Hour
Yes No Are all of the following conditions true for an y four consecutive 15 minute periods?
1. The total stopped time delay experienced by the traffic on one minor street approach (one
direction only) controlled by a stop sign equals or exceeds 4 vehicle-hours for a one-lane
approach and 5 vehicle-hours for a two-lane approach, and
2. The volume of the same minor street approach (on e direction only) equals or exceeds 100
vph for one moving lane of traffic or 150 vph for two moving lanes, and
3. The total entering volume serviced during the hour equals or exceeds 650 vph for
intersections with three approaches or 800 vph for intersections with four (or more)
approaches.
– or –
Yes No Meets one High Hour (Warrant 3 — see Figur e 2).
Figure 2. Peak hour volume warrant. (Warrant 3.)
3 of 6
0
100
200
300
400
500
600
400 500 600 700 800 900 1000 1100 1200 1300 1400 1500 1600 1700 1800
MI
N
O
R
S
T
R
E
E
T
HI
G
H
V
O
L
U
M
E
A
P
P
R
O
A
C
H
-
V
P
H
MAJOR STREET--TOTAL OF BOTH APPROACHES--VEHICLES PER
HOUR (VPH)
150*
100*
*Note: 150 vph applies as the lower threshold volume for a minor-street
approach with two or more lanes and 100 vph applies as the lower
threshold volume for a minor-street approach with one lane.
1 LANE & 1 LANE
2 OR MORE LANES & 1 LANE
2 OR MORE LANES & 2 OR MORE LANES
134
135
Resolution 13-34 – Development Agreement
“B. Agreement to Escrow
Within forty-five (45) calendar days of construction plan approval, the Developer shall escrow funds as
stipulated to complete the design and construction necessary to support roadway and signalization
improvements listed herein.
1. Thoroughfare and Signal Improvements
a. Traffic Study - The Developer represents that they have submitted an updated traffic
study acceptable to the Town that includes estimated completion costs for various on
and off-site traffic and transportation improvements described as follows:
(i) Solana Boulevard completion
(ii) Traffic signal at FM 1938/Davis Blvd and Solana Boulevard
(iii) Traffic signal at the intersection of Solana Blvd and the unnamed road which
will serve as the main entry into the Entrada development and which will be
designed to line up with the main entry off Solana Blvd. to PD 1-3 "Granada"
Traffic Signal - Solana Blvd and unnamed road into Entrada and Granada. Within forty-five ( 45) calendar
days of construction plan approval, the Developer shall place into escrow funds or equivalent letter of
credit or performance bond in form and substance reasonably acceptable to the Town as the Town
deems sufficient to design and construct eighty-eight (88%) of the cost estimated in Attachment "E"
necessary to complete the improvements identified in the traffic study_ Attachment "D". at the
intersection of Solana Blvd. and the unnamed road which shall enter into PD 1-2 "Entrada" and PD 1-3
"Granada". Should escrowed amount, letter of credit, or performance bond that is provided by the
Developer, as estimated in Attachment "E", be deemed insufficient to at the time of construction to
complete the required improvements, the Developer shall provide additional funds to cover the
difference between the actual and estimated costs.
Signalization Warrants - The Town shall cause the signalization improvements to be constructed at such
time as warranted according to TXDOT warrant standards and the approval of the Town Manager.”
Exhibit “D” – TIA Language (page 6)
“As Table 2 indicates, traffic signals will be needed at the intersections of Solana @ SH 114, Kirkwood@
SH 114, Solana @ Davis and Solana @ Driveway 4/Granada Trail in order to provide acceptable levels of
service to all movements during peak periods. Full traffic signal warrant studies should be completed for
these locations.”
Exhibit “D” – TIA Language (page 8)
“The intersection of Solana Blvd and Site Driveway #4/Granada Trail should be studied for possible
signalization and the signal should be constructed as part of the project development.”
136
Ordinance 959 – Amending Entrada Zoning
Section 4(F)
No final plat for any residential lots in "Area One" shall be recorded and no residential building permits
shall be issued until the following requirements are met:
(1) There are sufficient substantially complete non-residential buildings constructed in the
development per the terms of Entrada zoning regulations;
(2) A development agreement and/or economic development agreement is approved by the
developer and the Town Council that, at a minimum, incorporates the "Area One" property into
the existing Entrada approved agreements, as amended.
(3) The traffic signal at Cortes Drive and Solana Blvd. is constructed per the terms of the Entrada
development agreement and is operational as determined by the town manager or designee;
(4) These terms may be modified or amended as part of the required site plan approval for
"Area One" and/or through an development agreement amendment.
137
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-279 Agenda Date:11/6/2023 Agenda #:J.3.
TOWN STAFF REPORT RECCOMENDATIONS
Discuss and give staff direction on possible improvements to the crosswalk crossing at Ottinger Road near Westlake
Academy; and take appropriate action (Wade Carroll, Town Manager)
STAFF: Wade Carroll, Town Manager
BACKGROUND:
During the October 9th Council meeting Mayor Kilbride stated that he had received several complaints
about close calls between vehicles and pedestrians at the crosswalk in front of Westlake Academy in the
early morning hours while the cross country team was training. The mayor has asked that we look at
adding a tunnel under Ottinger Road to increase the safety of the students and athletes. The cross-
country team runs each morning south on Ottinger Road and utilizes the crosswalk to transitions from
the West side of Ottinger to the East side of Ottinger Road as the walking path transitions in the same
manner. Staff spoke with the Athletic Director who had a meeting with the Cross Country Coach to
ensure that safety measures are being adhered to. The safety plan is as follows: the Cross Country Team
is required to cross Ottinger Road as a group and must wait when leaving the school and when returning
to the school after their run until all students are accounted for and at the crosswalk and they cross
together. Coaches stand in the roadway to ensure that vehicles stop for the athletes. The crosswalk
signal is activated, and once traffic is stopped the students are allowed to cross. All students were issued
blinking lights to wear on their person while training in the dark. The current crosswalk warning
devices include a stripped crosswalk, signalization (blinking yellow lights and a crosswalk sign) at the
crosswalk facing both directions of traffic and a second set of signals that are approximately 58ft. to the
south of the crosswalk and 161 ft. north of the crosswalk in the middle of the “S” curve prior to
approaching the sidewalk from the north.
DISCUSSION:
Staff met with Teague Nall and Perkins Engineer Philip Varughese at the crosswalk site and asked that
he give us and engineering perspective of the crosswalk and surrounding area and asked him to give us
an idea of the scope of a tunneling or walking bridge for pedestrians to transverse Ottinger Rd. in this
area. After observing the area he stated that either project would require considerable drainage work to
either keep a tunnel dry and safe or to ensure that a walking bridge’s foundation is not effected by heavy
rains. Currently there is only drainage ditches on either side of Ottinger. A tunnel would also require
the installation of pumps to pump out water that would be in the tunnel after a rain as he did not think
that drainage work alone would solve the problem. Pedestrian walkways also require a maximum of a
5% grade to pass ADA inspection which equates to approx. 0.6 inches per foot of rise or fall. A tunnel
would have to be approximately 11 ft. under ground level and a walking bridge would require a
Town of Westlake Printed on 11/1/2023Page 1 of 2
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File #:23-279 Agenda Date:11/6/2023 Agenda #:J.3.
minimum height of 14.5 ft. to meet TxDot regulations. Both would require very long ramps leading up to
and exiting the crossing area.
The engineer did state that there were some improvements he would suggest which included restriping
the crosswalk with florescent paint, installing lighting in the street surface along the crosswalk edge,
adding spot lighting to the crosswalk warning lights that would light up the crosswalk area at night,
adding rumble strips in the pavement leading up to the crosswalk from both the north and the south, and
finally moving the initial warning signs further away from the crosswalk (before the beginning of the “S”
curve to the north and further south to give drivers plenty of early warning that the crosswalk is in use.
Schematic of the proposed changes are attached.
A second option would be to move the crosswalk further south away from the “S” curve and south of the
Deloitte campus commercial entrance. This would require less early warning due to better visibility, but
trees would need to be removed, the pathway extended approx. 1000 ft., some reworking of the drainage
ditch on the west side of Ottinger and possibly some additional purchase of ROW.
FISCAL IMPACT:
Unknown
STAFF RECOMMENDATION:
Staff recommends that the crosswalk either remain as is or that install the proposed changes from TNP
ATTACHMENT(S):
Schematic of proposed changes
TOWN COUNCIL ACTION/OPTIONS:
1)Staff is asking for direction and will begin formal pricing of council’s chosen path forward.
Town of Westlake Printed on 11/1/2023Page 2 of 2
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WESTLAKE
ACADEMY OTT
I
N
G
E
R
R
O
A
D
OT
T
I
N
G
E
R
R
O
A
D
EXISTING
SCHOOL ZONE
FLASHER
EXISTING
CROSSWALK AND
FLASHERS
EXISTING
CROSSWALK ADVANCE
WARNING FLASHER
EXISTING
CROSSWALK
ADVANCE WARNING
FLASHER
RELOCATE
CROSSWALK
ADVANCE WARNING
FLASHER & UPDATE
TO LARGER
FLASHING BEACON
ADD IN ROAD CROSSWALK &
PEDESTRIAN LIGHTING AND
RELFLECTIVE PAVEMENT
MARKING
RELOCATE
CROSSWALK ADVANCE
WARNING FLASHER &
UPDATE TO LARGER
FLASHING BEACON
ADD RUMBLE STRIPS TO
ALERT DRIVERS
teague nall & perkins
5237 N. Riverside Drive Suite 100
Fort Worth, Texas 76137
817.336.5773 ph 817.336.2813 fx
TBPE Registration No. F-230
www.tnpinc.com
teague nall & perkins
TOWN OF WESTLAKE, TEXAS
WESTLAKE ACADEMY
OTTINGER ROAD CROSSWALK
October 24, 2023
14
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-288 Agenda Date:11/6/2023 Agenda #:J.4.
TOWN STAFF REPORT RECCOMENDATIONS
Consider approving expenditure of funds to Wildstone Construction LLC in an amount not to exceed $75,000
for emergency repairs to a public water line at Westlake Academy and the 20 inch supply line from the City of
Ft. Worth; and take appropriate action (Wade Carroll, Town Manager)
STAFF: Wade Carroll, Town Manager
BACKGROUND:
A recent water line break has occurred to a public water line at Westlake Academy. In an effort to protect the
public health and safety of students, the Town is requesting emergency approval allowing Wildstone
Construction, LLC. to make immediate repairs. The Town would also like to be prepared to repair a leak on the
20 inch supply line from the City of Ft. Worth. Water usage decreased significantly after the significant raid
Westlake received last week and the Public Works team would like to be ready to repair the 20 inch supply line
immediately after the next significant rain which would increase the allowable time to make the repair without
cutting off the water supply to our entire Town. Both lines are within right of way on Town and Hillwood
property.
The Town is moving away from BNR Construction for emergency repairs due to their limited staffing, which
lengthens timely repairs during outages. The Town is utilizing Wildstone Construction, LLC, who is a larger
company that both Roanoke and Southlake have utilized with great success in emergency situations.
FISCAL IMPACT:
Utility Fund impact not to exceed $75,000
STAFF RECOMMENDATION:
Staff recommends approval of expenditure of funds in an amount not to exceed $75,000.00 for water line
replacement or repairs.
TOWN COUNCIL ACTION/OPTIONS: (Council reads motion)
1)Motion to approve expenditure of funds in an amount not to exceed $75,000.00 for water line
replacement or repairs.
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
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File #:23-288 Agenda Date:11/6/2023 Agenda #:J.4.
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:RES 23-55 Agenda Date:11/6/2023 Agenda #:J.5.
TOWN STAFF REPORT RECCOMENDATIONS
Consider approving Resolution 23-55 authorizing the Town Manager to extend the licensing of the
current network security hardware for two additional months at a total cost of $11,467.94; and to
lease network security equipment, licensing, software, services, maintenance, and support in an
amount not to exceed $80,000 per year for 3 years; and take appropriate action. (Jason Power,
Director of Information Technology)
STAFF: Jason Power, Director of Information Technology
BACKGROUND:
Licensing for our current network security hardware expires on November 30, 2023. The network security
hardware, software and services will not function without active licensing, and without these our internal and
external network services at Westlake Academy, Town Hall, Fire Station, and Maintenance Building (including
but not limited to: SCADA, internet, utility billing, records access, telephone services, paging system, and
security cameras) will not function or not be accessible.
In September 2025, Staff recommended leasing (2) network security appliances, including three years of
coverage for licensing, software, services, maintenance, and support, with procurement in early October, after
the start of FY24/25. This would have given us two months to receive the hardware, and set up and test it, with
a planned cutover to the new hardware on or before the expiration of the current hardware on November 30,
2023.
At the October 10, 2023, meeting, Council asked Staff to consult with Inspira Enterprises for their
recommendation to either move forward with renewing the current hardware for another year, or lease new
hardware for three years, including licensing, software, services, maintenance and support. Staff met with
Inspira four times in October to discuss our current network security hardware setup and options that they
would recommend for the Town’s network security hardware going forward.
Inspira recommends moving forward with leasing new hardware for three years, including licensing, software,
services, maintenance, and support. Due to the limited amount of time now available to move to new hardware
before the expiration of licensing for our current hardware, Inspira recommends renewing coverage of the
current hardware for two months (December 2023, January 2024). This will give us time to set up a three-year
lease for the new hardware, receive the hardware, and set up and test it, with a planned cutover to the new
hardware on January 31, 2024.
The monthly renewal cost for December 2023 and January 2024 will be $5,733.97 per month, $11,467.94 total.
The total for the new hardware, including licensing, software, services, maintenance, and support is
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File #:RES 23-55 Agenda Date:11/6/2023 Agenda #:J.5.
$223,662.53. The estimated FMV lease cost for a 3-year lease is $80,000 per year for an estimated total lease
cost of $240,000. We will not be charged any administrative fees, end of lease fees or deposits. The hardware
will be sent to the leasing company at the end of the lease period, with no credits or refunds given. Utilizing a
lease allows the option to pay for the purchase over 3 years instead of the entire purchase up front.
Network Security Appliances are commonly referred to as “firewalls”, but they do much more than block
specified incoming or outgoing traffic. These devices provide real-time inspection and monitoring all incoming
and outgoing traffic at Westlake Academy, Town Hall, Fire Station, and Maintenance building by integrating
with all devices on our network (switches, routers, wireless access points, computers, tablets, phones, etc.) and
checking all that information against known vulnerabilities and any activity that could lead to a vulnerability.
The security services included cover Web Security (web filtering), Content Security (file-based threats and
attacks like ransomware and viruses), and Device Security (intrusion prevention, attacks on devices like
ransomware and viruses). We will install one network security appliance our EOC at the fire station and the
other at Westlake Academy to serve as a failover/backup device where we also have a backup internet
connection, allowing continuity of services provided to Westlake Academy students and staff, as well as
municipal staff and Westlake citizens and stakeholders.
FISCAL IMPACT:
FY24/25 - $91,467.94 - 2-month extension of current lease $5,733.97 per month, $11,467.94 total;3-year
lease agreement - first year payment approximately $80,000.
FY25/26 - 3-year lease agreement - second year lease payment approximately $80,000.
FY26/27 - 3-year lease agreement - third year lease payment approximately $80,000.
STAFF RECOMMENDATION:
Staff agrees with Inspira’s recommendation for Council to approve the extension of the current
licensing for two additional months; and the lease of the network security hardware, software, and
services with a 3-year lease agreement.
ATTACHMENT(S):
1)Resolution 23-55
2)General Data Tech quotes for hardware, licensing, software, services, maintenance and support.
3)Justification email from Tim Sanouvong, Inspira Enterprises
TOWN COUNCIL ACTION/OPTIONS:
1)Motion to approve
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
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Resolution 23-55
Page 1 of 2
TOWN OF WESTLAKE
RESOLUTION NO. 23-55
A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,
AUTHORIZING THE TOWN MANAGER TO EXTEND THE LICENSING OF THE
CURRENT NETWORK SECURITY HARDWARE FOR TWO ADDITIONAL MONTHS
AT A TOTAL COST OF $11,467.94; AND TO LEASE NETWORK SECURITY
EQUIPMENT, LICENSING, SOFTWARE, SERVICES, MAINTENANCE, AND
SUPPORT IN AN AMOUNT NOT TO EXCEED $80,000 PER YEAR FOR 3 YEARS; AND
TAKE APPROPRIATE ACTION.
WHEREAS, the Town of Westlake must utilize technology, including network security
hardware, software and services, to provide effective and efficient municipal and academic
services to staff, students, citizens and stakeholders; and,
WHEREAS, based on the scope of services provided, the Town of Westlake must maintain
the network security hardware, software and services to provide said services; and,
WHEREAS, the Town Council finds and concludes that maintaining reliable, secure, and
current technology is necessary to protect and preserve the security and integrity of technol ogy
that supports the staff, students, citizens and stakeholders of the Town; and,
WHEREAS, the Town Council find and concludes that purchasing technology through DIR or an
established cooperative buying entity satisfies the requirements of the formal bid process and both
have legislative authority to establish contracts for government and education agencies in Texas ;
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, Texas, hereby approves
and authorizes the Town Manager to extend the licensing of the current network security hardware
for two additional months at a total cost of $11,467.94; and to lease networ k security equipment,
licensing, software, services, maintenance, and support in an amount not to exceed $80,000 per
year for 3 years.
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 provision ns
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Resolution 23-55
Page 2 of 2
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 6TH DAY OF NOVEMBER 2023.
ATTEST: _____________________________
Sean Kilbride, Mayor
________________________________
Amy Piukana, Town Secretary
APPROVED AS TO FORM:
____________________________
L. Stanton Lowry, Town Attorney
146
Page 1 of 1 General Datatech, L.P.
Dep. 8014
P O Box 650002
Dallas, TX 75265-0002
Phone: (214) 857-6100
Quotation
Sold-To-Party
TOWN OF WESTLAKE
2600 J T OTTINGER RD
WESTLAKE TX 76262-8012
Ship-To-Party
TOWN OF WESTLAKE
2600 J T OTTINGER RD
WESTLAKE TX 76262-8012
Information
Quotation No.
Quote Issue Date
Quote Expiration Date
Customer No.
DIR Contract No.
Requested By
RFQ No.
20207481
10/23/2023
11/22/2023
102825
Account Manager(s)
JUSTIN BAKER,
External Notes:
Item Part Number/Description Quantity Price Extended
20 FC-10-F18HF-189-02-12-679 2 1,858.88 USD 3,717.76
SECURITY SERVICE AND/OR MAINTENANCE
SUBSCRIPTION FOR SPECIFIC FORTIGATE PRODUCT
FORTIGATE- 1800F 1 Y
30 FC2-10-FEDR1-348-01-36-679 1 30,650.20 USD 30,650.20
3YR CLD SUB DIS PROT RESP 24X7 500 ENDPT
40 FC1-10-EDBPS-310-02-12-679 1 5,232.19 USD 5,232.19
1YR FORTIEDR BPS SUBSCRIPTION FOR UP#TO 999
ENDPOINTS/USERS
50 FG-1800F-BDL-950-36-679 2 90,693.12 USD 181,386.24
3 YEAR HW, 24.7 FC & UTP BDL SVC FORTIGATE- 1800F
HARDWARE PLUS 3 YEAR FORTICARE PREMIUM AND
FORTIGU
Total ( USD ): 220,986.39
Final invoice will include tax and shipping & handling. If you require this information on this quote, please notify your General DataTech Account Manager.
This Quotation is governed by the terms and conditions contained in any master products and/or services agreement executed by and between the parties. In
the event that no such executed master agreement exists between the parties, this Quotation shall be governed by GDT#s Standard Terms and Conditions
which will be provided upon request.
147
Page 1 of 1 General Datatech, L.P.
Dep. 8014
P O Box 650002
Dallas, TX 75265-0002
Phone: (214) 857-6100
Quotation
Sold-To-Party
TOWN OF WESTLAKE
2600 J T OTTINGER RD
WESTLAKE TX 76262-8012
Ship-To-Party
TOWN OF WESTLAKE
2600 J T OTTINGER RD
WESTLAKE TX 76262-8012
Information
Quotation No.
Quote Issue Date
Quote Expiration Date
Customer No.
DIR Contract No.
Requested By
RFQ No.
20207519
10/24/2023
11/22/2023
102825
DIR-TSO-4288
Account Manager(s)
JUSTIN BAKER,
External Notes: Fortinet Renewal - FortiAnalyzer Only - Term: 9/30/2024 - 11/30/2026
Item Part Number/Description Quantity Price Extended
10 COTERM 1 2,676.14 USD 2,676.14
Fortinet Renewal
Serial # FAZ-VMTM21013016
Support Description:
FortiGuard Indicators of Compromise (IOC) Service, 24x7
Email, 24x7 Comprehensive Support, Firmware and General
Updates
Total ( USD ): 2,676.14
Final invoice will include tax and shipping & handling. If you require this information on this quote, please notify your General DataTech Account Manager.
This Quotation is governed by the terms and conditions contained in any master products and/or services agreement executed by and between the parties. In
the event that no such executed master agreement exists between the parties, this Quotation shall be governed by GDT#s Standard Terms and Conditions
which will be provided upon request.
148
From:Tim Sanouvong tim.sanouvong@inspiraenterprise.com
Subject:[EXTERNAL] Westlake Firewall Summary
Date:November 1, 2023 at 8:05 AM
To :Wade Carroll wcarroll@westlaketx.gov,Jason Power jpower@westlaketx.gov
Cc:Ashok Kumar Kakani ashok.kakani@inspiraenterprise.com
CAUTION: This email is from an EXTERNAL source.
Wade/Jason – To summarize the work performed by Inspira over the past two weeks, we
are happy to share a few key observations.
In our brief analysis of the current firewall usage and the two Fortinet options in support of
‘Upgrade to new’ vs ‘Renew existing’ paths, there was a compelling justification shared for
the Town of Westlake to consider adopting the path to Upgrade to new based on three
factors analyzed:
quoted annual pricing including the option to make annual lease payment in the
upgrade to new path
features differences at the similar price band (within the 75-80K annual cost range)
security differences among options
I have shared our Inspira summary with Jason and team which includes recommendation
and summary in a slide deck. Please let us know if you have any questions.
Thank you!
Tim Sanouvong
Managing Director, Americas
M: +1 8175045720
tim.sanouvong@inspiraenterprise.com
US | INDIA | MEA I ASEAN
Disclaimer
This Message and its contents are intended solely for the addressee and is proprietary. Information in this mail is for
Inspira Business Usage only. Any Use to other than the addressee is misuse and infringement to Proprietorship of
Inspira. If you are not the addressee, please return the mail to the sender. Inspira cannot guarantee that e-mail
communications are secure or error-free, as information could be intercepted, corrupted, amended, lost, destroyed,
arrive late or incomplete, or contain viruses hence Inspira shall not be held liable for such e-mail communications
2022 www.inspiraenterprise.com
CAUTION: This email is from an EXTERNAL source. DO NOT click links or open attachments without
positive sender verification of purpose. Never enter USERNAME, PASSWORD or sensitive information on
linked pages from this email.
149
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-287 Agenda Date:11/6/2023 Agenda #:J.6.
TOWN STAFF REPORT RECCOMENDATIONS
Consider approving purchase of Supervisory Control and Data Acquisition (SCADA) System for a price not to
exceed $319,000.00; and take appropriate action (Kyle Flanagan, Deputy Director of Public Works)
STAFF: Kyle Flanagan, Deputy Director Public Works
BACKGROUND:
The Town of Westlake utilizes Supervisory Control and Data Acquisition (SCADA) system for the control,
monitoring, and alarming services in the Water Distribution, Wastewater Collection, and the control of School
Zone Lighting systems. These are essential services that are the responsibility of the Town and include required
data points necessary for quality control and reporting to TCEQ, as well as the billing processes to our
customers and our wholesale water and sewer providers. The SCADA system ensures that pumps turn on when
intended and valves are open to allow water to pass through. The system ensures School Zone Lights activate
when intended and notifies Town personnel when systems are not working correctly. The current legacy
SCADA software platform is 20 years old and has not been supported by the manufacturer for many years,
making the system vulnerable to failure and cyber-attacks. The current system offers little to no reporting
capabilities to the Town’s operators and is limited in the number of alarms can be set and who can receive them.
The current system communicates through a radio control system that requires line of sight communication;
this setup has required the Town to put radio SCADA sites at Westlake Academy, Fidelity Investments, and the
Vaquero Maintenance Building. Public Works is seeking to reduce the number of sites it maintains and requires
access to as the current communication configuration to lift stations and other facilities must run through
Fidelity Investments, Vaquero Maintenance Building, and the Westlake Academy. Gaining access to these
facilities during emergencies and after hours creates obstacles for Public Works and a distraction for WA and
Fidelity. Trees and new development have created line of site issues and plague the current system with
communication issues, as the radios must be facing one another to communicate status and events.
The current SCADA integrator (contractor) is a two-man operation that must relied upon for repairs and
changes to the system. The vendor is based out of south Fort Worth and charges a flat rate of $155.00 per hour.
He services multiple entities, so emergencies with other agencies are often occurring at the same time and
results in a slow his response.
Prime Controls has more than 12 area technicians that can assist 24/7 and more than 50 in their DFW water
group. Below is a fee table based on time of day for routine services as well from Prime Controls.
MON-FRI 8am-5pm is $110.00 per hour
MON-FRI stay on job after 5pm is $143.00 per hour
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Emergency after hours calls are $173.00 per hour
The current SCADA platform only allows access to system and alarms for one operator at a time and has no
concurrent licensing for multiple operators. The proposed VTSCADA platform allows for all operators to
access and receive alarms allowing for redundancies within our system.
DISCUSSION:
Operationally, Public Works would like to consider the installation a 2-phased approach to the installation and
activation of an new SCADA system, which will allow for resiliency and improvements for reporting and data
collection. The proposed upgrades included in phase 1 are a Human Machine Interface (HMI) and
communications network upgrade.
Phase 2 is replacing existing hardware that is obsolete or at end of life with Programmable Logic Controllers
(PLCs) in remote sites.
Phase 1 and Phase 2 will both be completed within a 6-month time period.
This software will allow for the Town to have reports that will be utilized for modeling, TCEQ, Water
Development Board, and comparisons/reconciliations to Fort Worth Wholesale Billings.
The proposed equipment will communicate cellularly. There is a reoccurring monthly cost of around $20 per
site for 9 sites or approximately $2,200.00 annually. This is based off estimates the vendor has verbally
provided and will be confirmed in writing. The carrier is First Net and this is considered a First Responder
service.
FISCAL IMPACT:
The one-time fee for installation and hardware of the SCADA system is $319,000.00, which will be paid for
from retained earnings in the Utility Maintenance & Repair Fund. The unaudited current fund balance is
$614,088. This outlay will not affect current water and sewer rates. Use of retained earnings will require a
budget amendment to appropriate the dollars into the FY2023-2024 budget.
A reoccurring cost of approximately $2,200 will be added to the operational Utility Fund for the annual costs
associated with the cellular communication and an annual software maintenance agreement fee for $2,700,
included in origami software pricing for 1year, will be added to the FY 25 Operational Utility Fund for the
FY25 budget year and perpetually afterwards.
All costs associated with the SCADA system upgrade will be confined to the enterprise funds listed above and
will not impact the General Fund balance or the general fund budget.
STAFF RECOMMENDATION:
Staff recommends approval of the purchase of the SCADA system for a price not to exceed $319,000.00.
TOWN COUNCIL ACTION/OPTIONS: (Council reads motion)
1)Motion to approve the purchase of the SCADA system from Prime Controls for a price not to exceed
$319,000.00.
2)Motion to amend with the following stipulations (please state stipulations in motion)
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3)Motion to table
4)Motion to deny
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Prime Controls Proposal Page 1 of 9
October 24, 2023
To: Town of Westlake
Kyle FlanaganAttn:Deputy Director of Public Works
Ref: Town of Westlake, TX SCADA System Upgrades Project
Prime Controls Quote No.: TOWTSSUP102423
PRIME CONTROLS PROPOSAL
Prime Controls, L.P. understands that the Town of Westlake, Texas is seeking to upgrade their
Supervisory Control and Data Acquisition (SCADA) system for the Water Collections and Distribution
system. The intention of this upgrade project is to provide a robust system SCADA system that is
scalable, serviceable, and resilient meeting the current and future demands for the Town of Westlake.
The scope of services described below are based on our site observations and discussions with
operations staff.
Our proposal is based on the recommendations described in Section A “Systems Overview” and is
based on providing the following major products, equipment, and services detailed in section B & C of
this proposal. Our proposal is considered complete, with the exception of those items specifically
excluded within the “Exclusions” section C of this proposal.
A detailed scope of work for each site and proposed network architecture are included in the attached
appendices for reference.
A. SYSTEM OVERVIEW
WATER DISTRIBUTION & COLLECTIONS SYSTEM
The HMI application used for monitoring and control of the Water Distribution and Collection system
currently resides at the Town of Westlake Operations Maintenance Center. There is one (1) operator
workstation at this facility which hosts the legacy HMI application software (National Instruments,
Lookout SCADA). This operator workstation is connected to an applications server, located at Westlake
Academy which is hosting the software on a virtual machine. The SCADA application communicates to
each of the remote sites listed below though a combination of point-to-point and repeater radios
throughout the system.
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Prime Controls Proposal Page 2 of 9
Vaquero Lift Station Westlake Pump Station
Deloitte Lift Station Knox Road EST (Shared Site with Keller)
Westlake Ranch Lift Station Westlake Academy School Zone Lights
Hwy 114 Lift Station Davis Road Tunnel Lights
Site Observations
Based on our site observations and discussions with operations staff we have noted the following
issues with the existing system:
The existing HMI software out of date, and not supported by the manufacture anymore and
requires legacy operating software. Both software packages are considered end of life (EOL).
The existing radio communications network is unreliable. Several sites have communications
issues and communications failures. There are repeater sites in the existing system that the
Town’s operations staff have limited access to. In addition, there are line of sight issues due to
development in the area or vegetation growth.
The existing control panels located throughout the system have control hardware installed that
is inoperative or no longer being used. This hardware needs to be removed and an accurate set
of panel drawings needs to be provided for each site.
The existing SCADAPack PLC hardware at the remote sites is obsolete or nearing end of life and
needs to be replaced with newer PLC hardware that which meets current design standards and
requirements.
System Improvements/ Enhancements
Based on our findings, we are proposing the following phased approach to upgrade the legacy controls
system.
1. Phase 1- Upgrade the existing HMI and Communications network.
2. Phase 2- Upgrade the PLC Hardware at each site.
A detailed scope of work is described below and is included in Appendix “A” for reference.
ITEM PHASE DESCRIPTION
1. 1 Develop and deploy new control screens based on VTSCADA objects and input from
operations staff.
2. 1 Furnish and install a data concentrator PLC enclosure at the operations
maintenance building.
3. 1 Furnish and install one (1) desktop operators workstation (Tower) and UPS backup
at the new Operations Maintenance facility.
4. 1 Setup, configure, and deploy the new HMI application onsite.
5. 1 Setup and configure remote alarming and call out through new HMI application.
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Prime Controls Proposal Page 3 of 9
6. 1 Migrate the existing remote collections and delivery sites to the new VTSCADA HMI
application.
7. 1 Setup and configure reporting software and develop 1-2 operations reports to
maintenance staff.
8. 2 Program new PLC hardware based on existing control logic and input from
operations staff.
9. 2 Field replacement of existing PLC hardware and associated power supplies for nine
(9) remote sites with Modicon M340 PLC hardware.
10. 2 Remove control system hardware that is unused or inoperable and provide new
control panel layout drawings.
B. CONTROL PANELS AND MAJOR PRODUCTS
Material shall be furnished per plans and specifications. Major products and control panels to be
furnished by Prime Controls include the following:
ITEM QTY DESCRIPTION
1. LOT Licensed Copy of VT SCADA Control Systems software Including:
1000 I/O Tags (For Expandability)
Unlimited Client Connections (PC/ Mobile)
Historian
OPC Drivers
Remote alarming and monitoring capabilities
2. 10 Cellular Modems (Town of Westlake to select cellular service provider)
3. 1 Full Assembled Data Concentrator PLC with Cellular Modem installed at
Operations Maintenance Facility.
Modicon M340 PLC Hardware
Cellular Modem
UPS with maintenance by-pass switch
Fiber optic patch panel (to accommodate future city fiber optic network connection)
Network switch (to accommodate future city fiber optic network connection)
Services to be provided by Prime Controls include the following major items:
ITEM SERVICE
1. Onsite field assessment and testing of the existing controls system prior to upgrade.
2. Administer 1-2 control system / HMI workshops with operations staff during the design and
development phase of the new control screens.
3. HMI/SCADA System Software Development and Programming Services associated with
migrating the existing legacy controls system software to the new HMI application
(VTSCADA) for the Water Distribution System and collections system.
4. Field Calibration, Check-Out and Start-Up Services
5. Factory and Site Acceptance Testing with operations staff prior to onsite deployment.
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Prime Controls Proposal Page 4 of 9
ITEM SERVICE
6. Furnish/ provide control panel shop drawings for the new panels provided and I/O card
wiring drawings for PLC replacement sites.
7. Furnish/ provide operator and maintenance training services.
8. Operations and Maintenance Documentation for new hardware and software.
9. One year (1) warranty services for provided equipment and systems upon final completion
of the project.
C. PROPOSAL EXCLUSIONS
The following items are not included in our pricing and shall be the responsibility of others:
ITEM EXCLUSION
1. Internet service provider data plan services /expenses for cellular modems. Prime Controls
will coordinate with the City’s cellular plan provider to select the adequate cellular plan for
the SCADA network
2. Disposal of removed or demolished material. Such material will be turned over to the owner
for salvage or disposal.
3. Upgrading / replacement of the existing field instrumentation.
D. PROPOSAL CLARIFICATIONS
ITEM CLARIFICATION
1. Pricing does not include Sales Taxes or Bonding costs.
2. Pricing shall be valid for 90 days only from proposal date.
3. Pricing is based on the assumption that, once Prime Controls receives an order or notice to
Proceed, the project will proceed without interruption. Should any interruptions occur due
to Force Majeure, Prime Controls reserves the right to adjust pricing accordingly.
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Prime Controls Proposal Page 5 of 9
E. PROPOSAL PRICING
Item Description Pricing
1 Phase I – HMI and Network Communications Upgrade $164,000.00
2 Phase II- Remote site PLC Upgrades $155,000.00
TOTAL AMOUNT $319,000.00
We sincerely appreciate this opportunity and look forward to being of service for this work.
Sincerely,
Prime Controls, LP
Lain Cloy, PMP
Account Manager
Ph. 972-221-4849
Email l.cloy@prime-controls.com
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Prime Controls Proposal Page 6 of 9
Appendix A
Scope of work / Services by Site
Westlake Academy
Scope/ Services
Item Description
Phase I
1. Install and configure VTSCADA HMI software application on a virtual machine host provided by the
Town of Westlake.
2. Install cellular modems at the traffic light locations and setup connection to the SCADA network.
Remove existing radios at traffic light locations and Westlake Academy.
Phase II
3. Replace the existing PLC with a new Modicon M340 PLC. Clean up and remove existing control hardware
that is no longer in use or in service.
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Prime Controls Proposal Page 7 of 9
Operations Maintenance Center
Scope/ Services
Item Description
Phase I
1. Furnish / Install a new Data Concentrator PLC with Cellular Modem.
2. Furnish/ Install/ Configure a new backup SCADA Server/ Operators workstation.
Lift Stations & Davis Tunnel
Scope/ Services
Item Description
Phase I
1. Install cellular modems at each lift station site. Remove existing, ethernet radios and antennas.
Phase II
2. Replace the existing PLC with a new Modicon M340 PLC and install new 120Vac to 24Vdc power
supplies. Clean up and remove existing control hardware that is no longer in use or in service.
159
Prime Controls Proposal Page 8 of 9
Westlake Pump Station & Knox EST
Scope / Services
Item Description
Phase I
1. Install cellular modems and remove existing radio hardware.
Phase II
2. Replace the existing PLC with a new Modicon M340 PLC and install new 120Vac to 24Vdc power
supplies. Clean up and remove existing control hardware that is no longer in use or in service.
160
Prime Controls Proposal Page 9 of 9
Appendix B
Current and Proposed Network Architecture
161
Operator Work
Station
Knox EST
Hwy 114 Lift Station
1
5
10
15
20
25
30
35
40
45
2
3
4
6
7
8
9
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33
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36
37
38
39
41
42
43
44
EXPRESSSET UP
ALARM
CONSOLE
L
+
N
-
~
Hi
PSU11 00-2 50V , 2A
1 00-240V~, 50-60Hz, 2A
+-Lo
24-60V , 1 0A
!
L
+
N
-
~
Hi
100-2 50V , 2A
100-2 40V~ , 5 0-6 0Hz, 2A
+-Lo
24-6 0V , 1 0A
PSU2R
E
D
U
N
DUP
L
X
2
OUT
2
SPE
E
D
SDUSBSYS
P SUALA RMS
1
4 13 SYN
C
EP
o
E
DISPLAYMODE
!
25 28100/1000 SFP1316
1 4
17 20
5 8
21 24
9 1210/10 0/10 00 PoE+
100/1000 SFP
Deloitte Lift Station
Vaquero Lift Station
Westlake Ranch
EXPRES SSET UP
AL ARM
CONS OLE
L
+
N
-
~
Hi
PSU11 00-2 50V , 2A
100-240V~ , 5 0-60Hz, 2A
+-Lo
24-60V , 1 0A!
L
+
N
-
~
Hi
1 00-2 50V , 2A
1 00-2 40V~ , 5 0-6 0Hz, 2A
+-Lo
24-60V , 1 0A
PSU2R
E
D
U
N
DUP
L
X
2
OU
T
2
SPE
E
D
SDUSBSYS
P SUA LARMS
1
4 13 SYN
C
E
P
o
E
DISPLAYMODE
!
25 28100/10 00 SFP1316
1 4
17 20
5 8
21 24
9 1210/100/1000 PoE+
10 0/1000 SFP
Network Switch
Westlake Pump Station
Davis Blvd Tunnel Lights
Vaquero
Maintenance Bld
Fidelity Campus
(Radio Repeater)
Westlake Academy School
Zone Light
Westlake Academy School
Zone Light
Town of Westlake SCADA
Current Network Architecture
Unlcensed Radio Link
162
Operator Work
Station/ Backup
Server
Knox EST
Hwy 114 Lift Station
1
5
10
15
20
25
30
35
40
45
2
3
4
6
7
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9
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26
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28
29
31
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43
44
1
5
10
15
20
25
30
35
40
45
2
3
4
6
7
8
9
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17
18
19
21
22
23
24
26
27
28
29
31
32
33
34
36
37
38
39
41
42
43
44
EXPRESSSET UP
ALARM
CONSOLE
L
+
N
-
~
Hi
PSU11 00-2 50V , 2A
1 00-240V~, 50-60Hz, 2A
+-Lo
24-60V , 1 0A
!
L
+
N
-
~
Hi
100-2 50V , 2A
100-2 40V~ , 5 0-6 0Hz, 2A
+-Lo
24-6 0V , 1 0A
PSU2R
E
D
U
N
DUP
L
X
2
OUT
2
SPE
E
D
SDUSBSYS
P SUALA RMS
1
4 13 SYN
C
EP
o
E
DISPLAYMODE
!
25 28100/1000 SFP1316
1 4
17 20
5 8
21 24
9 1210/10 0/10 00 PoE+
100/1000 SFP
Deloitte Lift Station
Vaquero Lift Station
Westlake Ranch
EXPRES SSET UP
AL ARM
CONS OLE
L
+
N
-
~
Hi
PSU11 00-2 50V , 2A
100-240V~ , 5 0-60Hz, 2A
+-Lo
24-60V , 1 0A!
L
+
N
-
~
Hi
1 00-2 50V , 2A
1 00-2 40V~ , 5 0-6 0Hz, 2A
+-Lo
24-60V , 1 0A
PSU2R
E
D
U
N
DUP
L
X
2
OU
T
2
SPE
E
D
SDUSBSYS
P SUA LARMS
1
4 13 SYN
C
E
P
o
E
DISPLAYMODE
!
25 28100/10 00 SFP1316
1 4
17 20
5 8
21 24
9 1210/100/1000 PoE+
10 0/1000 SFP
Network Switch
Westlake Pump Station
Davis Blvd Tunnel Lights
Westlake Academy School Zone Light
Westlake Academy School
Zone Light
Town of Westlake Modified SCADA
Network Architecture
Cellular Comm. Link Data Concentrator PLC and
Cellular Link
Cellular Modem
Cellular
Modem
163
Interlocal Agreement – City of Denton and the Town of Westlake - 1 -
MASTER INTERLOCAL COOPERATIVE PURCHASING AGREEMENT
BETWEEN THE TOWN OF WESTLAKE AND CITY OF DENTON
WHEREAS, Chapter 791 of the Texas Government Code, also known as the Interlocal
Cooperation Act, and Chapter 271.102 of the Texas Local Government Code authorize all local
governments to contract with each other to perform governmental functions or services including
administrative functions normally associated with the operation of government such as purchasing
of necessary equipment, supplies and services;
WHEREAS, The Town of Westlake (the “Town”) and the City of Denton (“Denton”) desire to
enter into this Agreement for the purpose of fulfilling and implementing their respective public
and governmental purposes, needs, objectives, programs and services;
WHEREAS, The Town and Denton represent that each are independently authorized to perform
the functions or services contemplated by this Agreement;
WHEREAS, it is deemed in the best interest of all participating governments that said
governments do enter into a mutually satisfactory agreement for the purchase of necessary
equipment, supplies, and services;
WHEREAS, the participating governments are of the opinion that cooperation in the purchasing
of equipment, supplies, services and auctions will be beneficial to the taxpayers of the governments
through the efficiencies and potential savings to be realized; and
WHEREAS, each party has sufficient resources to perform the functions contemplated by this
Agreement;
NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions
contained herein, promise and agree as to each of the other as follows:
1. The Town and Denton are authorized to participate in each other’s current
and/or future contracts for goods and services. Said contracts shall have
been established in accordance with all appropriate procedures governing
competitive bids and competitive proposals, if required.
2. The Town and Denton agree that the ordering of goods and services is the
responsibility of the local government seeking to obtain such goods and
services under the established contract, and that participating government
shall deal directly with the vendor in obtaining the goods and services and
payment therefore. The participating government shall be liable to the
vendor only for goods and services ordered and received by it, and shall not,
by the execution of this Agreement, assume any additional liability. Neither
the Town nor Denton warrants, or is responsible for, the quality or delivery
of goods or services from the vendor under contract. Should a dispute arise
between a participating government and a vendor, the same shall be handled
by and between that participating government and the vendor.
164
Interlocal Agreement – City of Denton and the Town of Westlake - 2 -
3. Each government shall pay invoices directly to the providers of goods and
services that are invoiced and delivered directly to each respective
government.
4. Participation of either government in any cooperative purchasing activity is
strictly voluntary. Nothing in this Agreement shall prevent either
governments from purchasing and/or accepting and awarding bids,
proposals and contracts subject to this Agreement on its own behalf.
5. Each government shall ensure that all applicable laws and ordinances have
been satisfied.
6. Effective Date and Term. This Agreement shall be effective when the last
party signing causes the Agreement to be fully executed and will remain in
full force and effect indefinitely. Any party may modify and/or terminate
this Agreement in accordance with Paragraphs 7 and 8, respectively.
7. Modification. The terms and conditions of this Agreement may be
modified upon the mutual consent of all parties. Mutual consent will be
demonstrated by approval of the governing body of each party hereto. No
modification to this Agreement shall be effective and binding unless and
until it is reduced to writing and signed by duly authorized representatives
of all parties.
8. Termination. This Agreement may be terminated at any time by the Town
or Denton, with or without cause, upon thirty (30) days written notice to the
other party in accordance with Paragraph 11 herein.
9. Hold Harmless. To the extent allowed by law, the Town and Denton agree
to hold each other harmless from and against any and all claims, losses,
damages, causes of action, suits and liabilities of every kind, including all
expenses of litigation, court costs and attorney’s fees, for injury or death of
any person, for damage to any property, or for any breach of contract,
arising out of or in connection with the work done under this Agreement.
10. Invalidity. If any provision of this Agreement shall be held to be invalid,
illegal, or unenforceable by a court or other tribunal of competent
jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. The parties
shall use their best efforts to replace the respective provision or provisions
of this Agreement with legal terms and conditions approximating the
original intent of the parties.
11. Written Notice. Unless otherwise specified, written notice shall be deemed
to have been duly served if delivered in person, sent by email, by fax with
successful send confirmation, or by certified mail to the last business
address as listed herein.
165
Interlocal Agreement – City of Denton and the Town of Westlake - 3 -
Town of Westlake: Town of Westlake Attn.: Procurement 1500 Solana Blvd. Building 7 Suite 7200 Westlake, TX 76262 Phone: (817) 430-0941 Fax: (817) 430-1812 Denton: Purchasing Department City of Denton 901 B Texas St. Denton, TX 76209 Phone: 940-349-7100 Purchasing@CityOfDenton.com
12. Entire Agreement. It is understood that this Agreement contains the entire
agreement between the parties and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject
matter. No oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. This Agreement cannot be
changed or terminated orally. No verbal agreement or conversation with
any officer, agent, or employee of any party before or after the execution of
this Agreement shall affect or modify any of the terms or obligations
hereunder.
13. Amendment. No Amendment to this Agreement shall be effective and
binding unless and until it is reduced to writing and signed by duly
authorized representatives of both parties.
14. Texas Law. This Agreement has been made under and shall be governed
by the laws of the State of Texas.
15. Place of Performance. Performance and all matters related thereto shall
be in the County of the government originating the bid. This shall be Denton
County, Texas, United States of America for Denton and shall be Tarrant
County, Texas, United States of America for the Town.
16. Authority to Enter Contract. Each party has the full power and authority
to enter into and perform this Agreement and the person signing this
Agreement on behalf of each party has been properly authorized and
empowered to enter into this Agreement. The persons executing this
Agreement hereby represent that they have authorization to sign on behalf
of their respective Government.
17. Waiver. Failure of any party, at any time, to enforce a provision of this
Agreement, shall in no way constitute a waiver of that provision, nor in
anyway affect the validity of this Agreement, any part hereof, or the right
166
Interlocal Agreement – City of Denton and the Town of Westlake - 4 -
of either party thereafter to enforce each and every provision hereof. No
term of this Agreement shall be deemed waived or breach excused unless
the waiver shall be in writing and signed by the party claimed to have
waived. Furthermore, any consent to or waiver of a breach will not
constitute consent to or waiver of or excuse of any other different or
subsequent breach.
18. Agreement Read. The parties acknowledge that they understand and
intend to be bound by the terms and conditions of this Agreement.
19. Multiple Originals. It is understood and agreed that this Agreement may
be executed in multiple counterparts, each of which shall be deemed an
original for all purposes.
167
Interlocal Agreement – City of Denton and the Town of Westlake - 5 -
TOWN OF WESTLAKE CITY OF DENTON BY: BY:
Town Manager
DATE:
BY Printed Name and Title
ATTEST: ATTEST:
Town Secretary
DATE:
ATTEST Printed Name and Title
APPROVED AS TO FORM:
Town Attorney
168
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:WA RES 23-24 Agenda Date:11/6/2023 Agenda #:J.7.
ACADEMY STAFF REPORT RECCOMENDATIONS
Consider approving WA Resolution 23-24 for an Alternate Attendance Time on Late Start Wednesdays; and
take appropriate action (Darcy McFarlane, Accountability Director)
STAFF: Darcy McFarlane, Accountability Director/Dr. Owen, High School Principal
BACKGROUND:
Many of our Diploma Programme students have an Off Campus period in their schedule for first period on A
Days or 5th period on B Days. Because of this schedule these students are not on campus during our Official
Attendance Period on late start Wednesdays. To include these students in our attendance funding period, TEA
requires that we have a Board approved Alternate Attendance Period for these students.
The proposed resolution designates Alternate Official Attendance time of 10:45 am and attendance for these
students will be taken by the High School Principal.
FISCAL IMPACT:
The fiscal impact to the school will be the inclusion of ADA for DP students with Off Campus periods on Late
Start Wednesdays.
STAFF RECOMMENDATION:
Staff recommends designating approving WA Resolution 23-24, approving 10:45 a.m., as an Alternate Official
Attendance Period for DP Students with Off Campus blocks for periods 1 & 5 on Late Start Wednesday.
BOARD OF TRUSTEES ACTION/OPTIONS:(Council Member reads motion)
1)Motion to approve WA Resolution 23-24, as presented.
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
Town of Westlake Printed on 11/2/2023Page 1 of 1
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WA Res 23-24
Page 1 of 3
WESTLAKE ACADEMY
WA RESOLUTION 23-24
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
APPROVING AN ALTERNATE OFFICIAL ATTENDANCE PERIOD.
WHEREAS, Westlake Academy’s mission is to support students as they become
compassionate, life-long learners through an internationally-minded, balanced education that
empowers students to contribute to our interconnected world; and
WHEREAS, The proposed resolution supports approving an alternate official attendance
period for Diploma Programme students with Off Periods on late start Wednesdays; and
WHEREAS, Westlake Academy would be in compliance with TEA guidelines as outlined
in the Student Attendance Accounting Handbook; and
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
SECTION 1: That, all matters stated in the recitals herein above are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Board of Trustees Westlake Academy, hereby approves the
Westlake Academy Alternate Official Attendance Period for late start Wednesdays.
SECTION 3: If any portion of this resolution shall, for any reason, be declared invalid by
any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof
and the Council hereby determines that it would have adopted this Resolution without the invalid
provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 6th DAY OF NOVEMBER 2023.
___________________________________
Sean Kilbride, President
170
WA Res 23-24
Page 2 of 3
ATTEST:
________________________________ ___________________________________
Amy M. Piukana, Board Secretary Sean Wilson, Head of School
APPROVED AS TO FORM:
___________________________
Janet S. Bubert, School Attorney
171
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:WA RES 23-25 Agenda Date:11/6/2023 Agenda #:J.8.
ACADEMY STAFF REPORT RECCOMENDATIONS
Consider approving WA Resolution 23-25 to authorize payment to Counselor for services rendered in 2022-23
AP Testing and amend the fiscal year 2023-24 employee compensation plan; and take appropriate action (Dr.
James Owen, High School Principal)
STAFF: Dr. Owen, High School Principal
BACKGROUND:
During the 2022-23 academic year,Westlake Academy’s High-School counselor provided the service of AP
Coordinator,overseeing the taking of 440 exams in May 2023.The same counselor had provided the same
service in the 2021-22 school year and had received $750 in extra-time duty pay,in an arrangement with the
then Executive Director.For the 2022-23 school year,no agreement was made with the then Head of School for
extra-time duty pay,and thus the counselor received no additional compensation for the services rendered.This
additional stipend will be added to the 2023-24 stipend pay schedule within the compensation plan approved on
July 31,2023,because of the timing on disbursement.The updated stipend schedule within the plan will be
provided to the Board of Trustees and posted in the appropriate manner after approval.
FISCAL IMPACT:
The fiscal impact to the school of providing a payment of $750 to the Counselor will be removing $750 from
the DP employee travel allocation in the 2023-24 school budget.The total allocation for DP employee travel is
$17,000 based on identified trainings for 2023-24.One initially identified category of IB training,which would
cost approximately $2,000,is not being offered by the IB for the 2023-24 academic year.For the 2023-24
school year,the role of AP coordinator will be undertaken by the Westlake Academy Testing Coordinator as
part of their additional duties assigned.
STAFF RECOMMENDATION:
Staff recommends approval of resolution WA 23-25 that will allow $750 be made available from the 2023-24
DP employee travel allocation for payment to Counselor for services rendered in 2022-23 for AP Coordination
and amend the fiscal year 2032-24 Employee Compensation Plan.
BOARD OF TRUSTEES ACTION/OPTIONS:(Council Member reads motion)
1)Motion to approve resolution WA 23-25 to authorize $750 be provided from the 2023-24 DP
employee travel allocation for payment to Counselor for services rendered in 2022-23 for AP
Coordination and amend the compensation plan for the 2023-24 school year.
2)Motion to amend with the following stipulations (please state stipulations in motion)
Town of Westlake Printed on 11/2/2023Page 1 of 2
powered by Legistar™172
File #:WA RES 23-25 Agenda Date:11/6/2023 Agenda #:J.8.
3)Motion to table
4)Motion to deny
Town of Westlake Printed on 11/2/2023Page 2 of 2
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WA Resolution 23-25
Page 1 of 2
WESTLAKE ACADEMY
RESOLUTION NO. 23-25
A RESOLUTION OF THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY
AUTHORIZING THE ADDITION OF A STIPEND TO THE 2023-2024
COMPENSATION PLAN AND APPROVING THE AMENDED PLAN.
BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY:
WHEREAS, the Board of Trustees is required to adopt a compensation plan, which
includes authorized stipends, for the employees of Westlake Academy; and
WHEREAS, the Board of Trustees approved resolution WA 23-15 on July 31st, 2023,
adopting the employee compensation plan for the fiscal year 2023-2024; and
WHEREAS, Article III, section 53, of the Texas Constitution prohibits the grant of extra
compensation to a public employee or contractor after service has been rendered or performance
has begun on a contract; and
WHEARAS, the addition of the stipend for AP Coordinator for fiscal year 2022-2023 to
be paid out during fiscal year 2023-2024 is necessary to codify the additional pay agreed upon
prior to the services being rendered and allow the stipend to be paid with identified savings from
the fiscal year 2023-2024 adopted budget; and
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
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 Board of Trustees of Westlake Academy hereby amends the
proposed Westlake Academy Employee Compensation Plan for the fiscal year 2023-2024, and
appropriates the funds contained therein.
SECTION 3: That a copy of the official amended 2023-2024 Employee Compensation
Plan shall be kept on file in the office of the Town Secretary and posted on the Westlake
Academy website.
174
WA Resolution 23-25
Page 2 of 2
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.
PASSED AND APPROVED ON THIS 6th DAY OF NOVEMBER 2023.
___________________________________
Sean Kilbride, President
ATTEST:
________________________________
Amy Piukana, Town Secretary
APPROVED AS TO FORM:
________________________________
L. Stanton Lowry or Janet S. Bubert,
School Attorney
175
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:WA RES 23-26 Agenda Date:11/6/2023 Agenda #:J.9.
ACADEMY STAFF REPORT RECCOMENDATIONS
Consider approving WA Resolution 23-26 to authorize payment to Theory of Knowledge teacher for CAS
duties in school year 2023-24 and amend the fiscal year 2023-24 compensation plan; and take appropriate
action (Dr. Owen, High School Principal)
STAFF: Dr. Owen, High School Principal
BACKGROUND:
Creativity,Activity and Service is a mandatory component of the IB Diploma Programme Core,alongside
Theory of Knowledge and Extended Essay.Each IB school that offers the Diploma Programme must have a
CAS coordinator.The IB CAS Guide “highly recommends”a CAS adviser to support the coordinator,
specifically in helping contact with students to review experiences and advise on further experiences (2015,p.
35).For the 2022-23 school year,the Theory of Knowledge teacher provided informal support for students with
writing up their CAS experiences during class time.This support has continued into the 2023-24 school year.It
is now clear that this extra support is greatly benefiting WA’s CAS programme,and the High-School leadership
would like to formalize this position with a stipend during this school year.This additional stipend will be
added to the 2023-24 stipend pay schedule included in the previously adopted Employee Compensation Plan
for fiscal year 2023-24.The updated schedule will be provided to the Board of Trustees and published in the
required manner after approval.
FISCAL IMPACT:
The fiscal impact to the school of providing a stipend payment of $750 to the Theory of Knowledge teacher
will be removing $750 from the DP employee travel allocation in the 2023-24 school budget.The total
allocation for DP employee travel is $17,000 based on identified trainings for 2023-24.One initially identified
category of IB training,which would cost approximately $2,000,is not being offered by the IB for the 2023-24
academic year.
STAFF RECOMMENDATION:
Staff recommends the approval of resolution WA 23-26, allocating $750 from the 2023-24 DP employee travel
allocation to create a stipend for the Theory of Knowledge teacher to carry out duties as a CAS adviser and
amends the adopted fiscal year 2023-24 Employee Compensation Plan.
BOARD OF TRUSTEES ACTION/OPTIONS:(Council Member reads motion)
1)Motion to approve WA Resolution 23-26, as presented.
2)Motion to amend with the following stipulations (please state stipulations in motion)
Town of Westlake Printed on 11/2/2023Page 1 of 2
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File #:WA RES 23-26 Agenda Date:11/6/2023 Agenda #:J.9.
3)Motion to table
4)Motion to deny
Town of Westlake Printed on 11/2/2023Page 2 of 2
powered by Legistar™177
WA Resolution 23-26
Page 1 of 2
WESTLAKE ACADEMY
RESOLUTION NO. 23-26
A RESOLUTION OF THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY
AUTHORIZING THE ADDITION OF A STIPEND TO THE 2023-2024
COMPENSATION PLAN AND APPROVING THE AMENDED PLAN.
BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY:
WHEREAS, the Board of Trustees is required to adopt a compensation plan, which
includes authorized stipends, for the employees of Westlake Academy; and
WHEREAS, the Board of Trustees approved resolution WA 23-15 on July 31st, 2023,
adopting the employee compensation plan for the fiscal year 2023-2024; and
WHEREAS, Article III, section 53, of the Texas Constitution prohibits the grant of extra
compensation to a public employee or contractor after service has been rendered or performance
has begun on a contract; and
WHEARAS, the International Baccalaureate Diploma Programme requires the
Creativity, Activity, and Service component; and
WHEARAS, the addition of the stipend for CAS Coordinator for fiscal year 2023-2024
is recommended to support the progamme and will be paid with identified savings from the fiscal
year 2023-2024 adopted budget; and
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
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 Board of Trustees of Westlake Academy hereby amends the
proposed Westlake Academy Employee Compensation Plan for the fiscal year 2023-2024, and
appropriates the funds contained therein.
SECTION 3: That a copy of the official amended 2023-2024 Employee Compensation
Plan shall be kept on file in the office of the Town Secretary and posted on the Westlake
Academy website.
178
WA Resolution 23-26
Page 2 of 2
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.
PASSED AND APPROVED ON THIS 6th DAY OF NOVEMBER 2023.
___________________________________
Sean Kilbride, President
ATTEST:
________________________________
Amy Piukana, Town Secretary
APPROVED AS TO FORM:
________________________________
L. Stanton Lowry or Janet S. Bubert,
School Attorney
179
Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:23-285 Agenda Date:11/6/2023 Agenda #:
J.10.
ACADEMY STAFF REPORT RECCOMENDATIONS
Discussion regarding Westlake Academy Affiliate Policies (Janet Bubert, School Attorney)
STAFF: Janet Bubert, School Attorney
BACKGROUND:
School Attorney Janet Bubert will discuss affiliate policies with the Board of Trustees.
Town of Westlake Printed on 11/2/2023Page 1 of 1
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BYLAWS OF
WESTLAKE ACADEMY HOUSE OF COMMONS
A TEXAS NON-PROFIT CORPORATION
ARTICLE ONE-CORPORATE CHARTER AND OFFICES
1.01 CORPORATE CHARTER PROVISIONS
Each provision of the Corporation's Charter shall be observed until amended by a Restated
Certificate of Formation or Amended Certificate of Formation duly filed with the Texas
Secretary of State.
1.02 REGISTERED OFFICE AND AGENT
The address of the registered office provided in the Certificate of Formation,as duly filed
with the Texas Secretary of State, is: 2600 Ottinger Road, Westlake, Texas 76262.
The name of the registered agent of the Corporation at such address,as set forth in its
Certificate of Formation is: Rich Mueller, 2600 Ottinger Road, Westlake, Texas 76262.
The registered agent or office may be changed by filing a Statement of Change of Registered
Agent or Office or both with the Texas Secretary of State,and not otherwise.Such filing
shall be made promptly with each change.Arrangements for each change in registered
agent or office shall ensure that the Corporation is not exposed to the possibility of a
default judgment.Each successive registered agent shall be of reliable character and well
informed of the necessity of immediately furnishing the papers of any lawsuit against the
Corporation to its attorneys.
1.03 BUSINESS OFFICE
The address of the initial principal office of the Corporation is hereby established as:2600
Ottinger Road,Westlake,Texas 76262.The Corporation may have additional business
offices within the State of Texas,and where it may be duly qualified to do business outside
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of Texas,as the Board of Directors may designate or the business of the Corporation may
require.
1.04 AMENDMENT OF BYLAWS
The Board of Directors may alter,amend,or repeal these Bylaws,and adopt new Bylaws.
All such Bylaw changes shall take effect upon adoption by the Board of Directors.Notice of
Bylaws changes shall be given in or before notice of the first Members'meeting following
their adoption.
ARTICLE TWO – MEMBERS AND MEMBERS' MEETINGS
2.01 ADMISSION OF MEMBERS
The Corporation shall have one class of Members.The Board of Directors shall recognize
members.An affirmative vote of a majority of the Board of Directors shall be required for
admission for any Member of the Westlake Academy Community who is not a parent of a
current student.There shall be no membership dues and membership is not transferable or
assignable.
2.01(a) QUALIFICATIONS
Each household of students currently enrolled at Westlake Academy,and any active
faculty member identified by the Town of Westlake as an active teacher or
administrator of Westlake Academy is automatically granted membership.Any
other Member of the Westlake Academy Community may apply to be a Member of
the Westlake Academy Community House of Commons (“HOC”)by making a written
request to the HOC Board of Directors,receiving security clearance,and being added
to the roster of Members.The Board of Directors may further define admission
criteria for, and rule upon admissibility.
2.01(b) WESTLAKE ACADEMY COMMUNITY
The Westlake Academy Community is defined as:i)students of Westlake Academy;
ii)parents of students of Westlake Academy;iii)faculty and administration of
Westlake Academy,iv)employees of the Town of Westlake;v)residents of the Town
of Westlake;and vi)those residents of surrounding communities who are interested
in the growth and success of the Westlake Academy
2.02 VOTING RIGHTS
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Members shall have one vote per household on each matter submitted to a vote of the
Members,irrespective of the number of Member representatives that each Member may
have in attendance at any business meeting.For purposes hereof,the term “household”
shall mean each Westlake Academy student’s primary custodial household.
2.03 TERMINATION OF MEMBERSHIP
The Board of Directors,by two-thirds affirmative vote,may suspend or expel a Member for
cause after notice and hearing and may,by an affirmative two-thirds vote,terminate the
membership of any Member who becomes ineligible for membership.
2.04 REINSTATEMENT
Upon written request signed by a former Member and filed with the Secretary,the Board of
Directors may,by two-thirds affirmative vote,reinstate such former Member on such terms
as the Board of Directors may deem appropriate.
2.05 RESIGNATION
Any Member may resign by filing a written resignation with the Secretary,but such
resignation shall not relieve the Member so resigning of the obligation to pay,if
applicable, any dues, assessments, or other charges theretofore accrued and unpaid.
2.06 ANNUAL MEETINGS
The time,place,and date of the annual meetings of the Members of the Corporation,for the
purpose of electing the Board of Directors and for the transaction of any other business as
may come before the meeting,shall be set by a majority vote of the Board of Directors.If
the day fixed for the annual meeting is a legal holiday in the State of Texas,such
meeting shall be held on the next succeeding business day. If the election of the Board of
Directors is not held on the day thus designated for any annual meeting,or at any
adjournment thereof,the Board of Directors shall cause the election to held at a special
meeting of the Members as soon thereafter as possible. Annual meetings and special
meetings may be conducted via electronic mail if,in the reasonable judgment of the Board
of Directors,it is determined that the Members’physical attendance at such meeting is
untenable.
2.07 ACTION WITH MEETING
Any action that may be taken at a meeting of the Members under any provision of the
Texas Business Organization Code may be taken without a meeting if authorized by a
consent or waiver signed by all of the persons who would entitled to vote on that action at
a meeting and filed with the Secretary of the Corporation.Such waivers may be submitted
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via email to the Secretary of the Corporation (secretary@wahoc.org). Each such signed
consent, or a true copy thereof, shall be placed in the Corporate Record Book.
2.08 PLACE OF MEETINGS
The Board of Directors may designate any place,either within or without the State of Texas,
as the place of meeting for any annual meeting or for any special meeting called by the
Board of Directors. If no designation is made or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the Corporation in the State o2.06)f
Texas,but if all of the Members shall meet at any time and place either within or without
the State of Texas and consent to the holding of a meeting,such meeting shall be valid
without call or notice, and any corporate action may be taken at such meeting.
2.09 DESIGNATION OF ANNUAL MEETINGS
The annual meeting of Members shall be held on the date and time set by the Board of
Directors. A minimum of two meetings shall occur during the academic school year as
determined and posted by Westlake Academy. The meetings can be coincidental with
other planned HOC events. If coincidental,notification shall be specific with respect to the
intent of the meeting. A meeting will be held each semester: fall and spring. The fall
semester meeting must be held before October 31st of the given academic year and the
spring semester meeting must be held before the 31st day of May or the last day of school,
whichever occurs first. The majority of Directors will vote upon the dates for such
meetings. Once the dates are determined,within two days of the final vote,the Secretary
must notify Westlake Academy via any necessary forms or documents required by
Westlake Academy.
2.10 NOTICE OF MEMBERS’ MEETINGS
Written or printed notice stating the place,day,and hour of the meeting and,in case of a
special meeting,the purpose or purposes for which the meeting is called,shall be given not
less than twenty-four hours (24)nor more than sixty (60)days before the date of the
meeting,either personally,by facsimile transmission,electronic mail or by regular mail,by
or at the direction of the Speaker,or the Secretary,or the officers or persons calling the
meeting,to each Member entitled to vote at such meeting. If mailed,such notice shall be
deemed to be given when deposited in the United States mail addressed to the Member at
the Member's address as it appears on the records of the Corporation,with postage
thereon paid. If transmitted by facsimile or electronic mail,notice is deemed to be given on
successful transmission of the facsimile or electronic mail.
2.11 SPECIAL MEMBERS’ MEETINGS
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The Speaker,the Board of Directors,may call special meetings of the Members or by
Members having not less than ten percent (10%) of the votes entitled to be cast at such
meeting.Only business within the purpose or purposes described in the notice or executed
waiver of notice may be conducted at a special meeting of the Members.
Any person or persons entitled hereunder to call a special meeting of Members may do so
only by written request sent by certified mail or delivered in person to the Speaker or
Secretary. The officer receiving the written request shall within ten (10)days from the
date of its receipt cause notice of the meeting to be given in the manner provided by these
Bylaws to all Members entitled to vote at the meeting. If the officer does not give notice of
the meeting within ten (10)days after the date of receipt of the written request,the person
or persons calling the meeting may fix the time of meeting and give the notice in the
manner provided in these Bylaws. Nothing contained in this section shall be construed as
limiting,fixing,or affecting the time or date when a meeting of Members called by action of
the Board of Directors may be held.
2.12 TELEPHONE MEETINGS AND ELECTRONIC MAIL
Subject to the notice provisions required by these Bylaws and by the Texas Business
Organization Code,Members may participate in and hold a meeting by means of conference
telephone call or similar communications equipment by which all persons participating can
hear each other.Participation in such a meeting shall constitute presence in person at such
meeting,except participation for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.Further,in the
event that any matter requires a vote,and such matter is of such importance of pressing
need that calling a meeting is impracticable,votes of Members may be taken by electronic
mail,and the Secretary shall record such votes as if they were cast in person at a regular
business meeting of the Corporation
2.13 VOTING OF MEMBERS
Each Member shall be entitled to one (1)vote on each matter submitted to a vote of the
Members,except to the extent that the voting rights of Members of any class or classes are
limited, enlarged, or denied by the Certificate of Formation or these Bylaws.
Unless otherwise provided by the Certificate of Formation or these Bylaws,a Member may
vote in person or may vote by proxy executed in writing by the Member or by the
Member's duly authorized attorney-in-fact. No proxy shall be valid after eleven (11)
months from the date of its execution,unless otherwise provided in the proxy. Each proxy
shall be revocable unless expressly provided therein to be irrevocable,and in no event shall
it remain irrevocable for more than eleven (11)months. The Board of Directors may,in
lieu of or in addition two an annual meeting or special meeting proffer elections of the
Board of Directors or Officers by regular mail,electronic mail,by facsimile transmission,or
by any combination of the three. All voters must be qualified in accordance with the
provisions of Section 2.02.
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At each election for the Board of Directors every Member entitled to vote at such election
shall have the right to vote, in person or by electronic means, for as many persons as there
are Directors to be elected and for whose election the Member has a right to vote, excluding
only the Speaker of the House, who assumes office in accordance with these bylaws, and
the Vice Speaker who is elected by 2/3 votes of the Board of Directors. Any vote may be
taken by electronic means prior to the annual meeting or special meeting. At an annual
meeting or special meeting, written ballots shall be used.
2.13 (a) VOTING OF DIRECTORS
Each Directorship shall be entitled to one (1) vote on each matter submitted to the Board of
Directors for consideration.
Each Officer shall be entitled to one (1) vote on each matter submitted to the Board of
Directors for consideration.
In the event a Director is absent, via proxy by the other Director. A majority of votes is
required for any motion to pass.
2.14 QUORUM OF MEMBERS
Unless otherwise provided in the Certificate of Formation or in these Bylaws,the Members
represented in person and by proxy,shall constitute a quorum. Unless otherwise provided
in the Certificate of Formation or these Bylaws,the Members represented in person and by
proxy at the meeting may conduct such business as may be properly brought before the
meeting until it is adjourned,and the subsequent withdrawal from the meeting of any
Member or the refusal of any Member represented in person or by proxy to vote shall not
affect the presence of a quorum at the meeting.
2.15 FIXING RECORD DATES FOR DETERMING MEMBERS ENTITLED
TO VOTE AND NOTICE
The record date for determining the Members entitled to notice of a Members'meeting and
for determining the Members entitled to vote at a Members'meeting shall be the close of
business on the business day preceding the date on which notice is given,or if notice is
waived, at the close of business on the business day preceding the date of the meeting.
A determination of Members entitled to notice of or to vote at a Members'meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes a new date
for determining the right to notice or the right to vote. The Board of Directors must fix a
new date for determining the right to notice or the right to vote if the meeting is adjourned
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to a date more than ninety (90)days after the record date for determining Members
entitled to notice of the original meeting.
2.16 VOTING DIRECTORY
Deleted
2.17 ACTIONS BY MEMBERS WITHOUT MEETING
Any action required by the Texas Business Organizations Code to be taken at a meeting of
the Members,or any action which may be taken at a meeting of the Members or any
committee,may be taken without a meeting if a consent in writing,setting forth the action
to be taken,shall be signed by all the Members entitled to vote with respect to the subject
matter thereof,or all of the Members of the committee,as the case may be. Such consent
shall have the same force and effect as a unanimous vote.
If the Corporation's Certificate of Formation so provides,any action required by the Texas
Business Organizations Code to be taken at a meeting of the Members or any action that
may be taken at a meeting of the Members of any committee may be taken without a
meeting if a consent in writing,setting forth the action to be taken,is signed by a sufficient
number of Members or committee Members as would be necessary to take that action at a
meeting at which all of the Members or Members of the committee were present and voted.
Each written consent shall bear the date of signature of each Member or committee
Member who signs the consent. Prompt notice of the taking of any action by Members or a
committee without a meeting by less than unanimous written consent shall be given to all
Members or committee Members who did not consent in writing to the action.
If any action by Members or a committee is taken by written consent signed by less than all
of the Members or committee Members,any articles or documents filed with the Secretary
of State as a result of the taking of the action shall state,in lieu of any statement required by
this Act concerning any vote of the Members,that written consent has been given in
accordance with the provisions of section 6.202 of the Texas Business Organizations Code
and that any written notice required by such section has been given.
An electronic mail,facsimile or similar transmission by a Member or member of a
committee or a photographic,Photostatic,facsimile,or similar reproduction of a writing
signed by a Member or member of a committee shall be regarded as signed by the Member
or member of a committee for purposes of this section.
2.18 CONDUCT OF MEETINGS
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Members'meetings shall be chaired by the Speaker,or,in the Speaker's absence,a Vice
Speaker or any other person chosen by a majority of the Members present in person or by
proxy and entitled to vote.The Secretary of the Corporation,or,in the Secretary's absence,
an alternate Director designated by the Speaker or Vice Speaker,shall act as Secretary of
Members'meetings.In the absence of the Secretary or Assistant Secretary,the Chairman of
the meeting shall appoint another person to act as Secretary of the meeting.
2.19 QUARTERLY MEETINGS
The Speaker or Vice Speaker (or any Director designated by them)shall meet no less often
than quarterly with faculty,staff,or employees of Westlake Academy.Such meetings shall
be coordinated in an effort to meet with and discuss topics of interest to Members and
Westlake Academy faculty and staff.
2.20 (a) REPORTS OF MEETINGS TO BOARD OF DIRECTORS
The Speaker or Vice Speaker (or any Director designated by them) shall report to the Board
of Directors, a summary of meeting content and any agreements made with Westlake
Academy faculty or Staff via a regularly scheduled meeting, special meeting, or by
electronic communications within three (3) business days of meeting with faculty or staff.
ARTICLE THREE - DIRECTORS AND DIRECTORS’ MEETINGS
3.01 POWERS
The business and affairs of the Corporation and all corporate powers shall be exercised by
or under authority of the Board of Directors,subject to the limitations imposed by law,the
Certificate of Formation and these Bylaws.
3.02 VACANCIES and ELECTIONS
Vacancies on the Board of Directors shall exist upon:(a)the failure of the Members to elect
the full authorized number of Directors to be voted for at any Members’meeting at which
any Director is to be elected;(b)a declaration of vacancy under Section 3.02(a)of these
Bylaws:(c)an increase in the authorized number of Directors;or (d)the death,resignation,
or removal of any Director.
3.02(a) DECLARATION OF A VACANCY
A majority of the Board of Directors may declare the office of a Director vacant if the
Director is adjudged incompetent by a court;is convicted of a crime involving moral
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turpitude;or fails to accept the office of Director,either by a letter of acceptance or
by attending a meeting of the Board of Directors within thirty (30)days of notice of
election.
3.02(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of Directors shall
be temporarily filled by majority vote of the remaining Directors,though less than a
quorum,or by a sole remaining Director.Each Director so elected shall hold office
until a successor is elected.Vacancies must be filled before the transaction of any
other business.
3.02(c) FILLING VACANCIES BY MEMBERS
Any vacancy on the Board of Directors, including those caused by an increase in the
number of Directors, shall be filled by the Members at the next scheduled meeting or
at a special meeting called for that purpose, or via an electronic voting process.
Upon the resignation of a Director tendered to take effect at a future time, the Board
of Directors or the Members may elect a successor to take office when the
resignation becomes effective.
A member currently serving, selected to serve concurrently, or subsequently elected
to the Board of Directors (BOD) of the Westlake Academy Foundation, Westlake
Academy Athletic Club, or any future Westlake Academy 501(c)3 affiliate, shall not
be eligible to fill any vacancy on the House of Commons BOD, including those caused
by an increase in the number of Directors, and if currently serving, must resign their
tenure on the BOD.
3.02 (d) SCHEDULE AND PROCEDURES FOR FILLING VACANCIES BY
MEMBERS
Forty-five (45) days prior to the dates established in Section 2.09 ANNUAL
MEETING, the HOC shall cause to be distributed to each member a notice of
nomination and election, which shall include an election schedule, Nomination
Ballot, Nominee Consideration Form, Nomination and Statement of Willingness to
Serve Form, and Nominee Information Sheet (NIS). Nominations shall close at noon
(12:00 p.m.), fourteen (14) days prior to elections.
1.A Nominee Consideration Form will be made available for members to
recommend individuals for BOD positions.
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2.A Nomination and Willingness to Serve Form will be made available for all
candidates.
3.A Nominee Information Sheet (NIS) will be provided to candidates as a means of
documenting their personal information and qualifications for office. Utilization
of any or all of the NIS is at the candidate’s discretion. The deadline for
completing the NIS is when nominations close.
4.The NIS will be made available to members, in an effort to educate them as to the
qualifications of each candidate so they may make an informed choice.
5.Prior to or upon membership notice, the Board of Directors shall solicit and
assemble a committee of at least two (2) members NOT currently serving on the
Board of Directors and one (1) faculty member, herein known as the Election
Oversight Committee (EOC). The outgoing Speaker of the House, will chair the
EOC. IF the outgoing Speaker of the House has declared for a vacant position in the
election, by majority vote, the BOD will appoint a member at large to fill the EOC
chair position.
6. The EOC shall be responsible for the administration of nominations and
elections.
7.Any member shall be eligible to hold any Officer or Directorship position except
those specifically limited in these bylaws.
8.Any member may nominate himself or herself or any other member. A member
can only be nominated to one Officer or Directorship position. In the event a
third party nominates a member, the Chairperson of the EOC shall contact the
member to determine their willingness to serve, remain on the ballot and/or
preference of Office or Directorship, if nominated to more than one position.
9.Officer and Directorship positions cannot be jointly filled.
10.The EOC will accept nominations, assist nominees and assure that all forms, if
applicable, are completed via the EOC discreet email: elections@wahoc.org.
11.The committee will retain the exclusive right to advise nominees of open
positions and assist in equitably filling vacant positions based on the available
pool of nominees. However, they will not have the power to deny a members
right to run for any vacant Office or Directorship for which they are eligible. The
Speaker of the House and Vice Speaker positions are not eligible for election by
the members.
12.A member may withdraw his or her nomination at any time prior to the
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distribution of the ballots by notifying the Speaker of the House in writing.
13.IF the EOC is able to fill all vacant positions with eligible candidates (i.e. no
contested positions) the EOC may present them to the BOD for approval and
membership notification.
14.IF there are contested positions, the EOC shall present to the Communications
Director, and the Communications Director shall cause to be distributed to each
member, a list of persons willing to be considered for nomination to Officer or
Directorship, herein referenced as a “ballot”.
15. The format of the ballot will be at the recommendation of the EOC and approved
by the Board of Directors. This will ballot will not include a “write in” section
and may be disseminated electronically, by US Mail or provided to members at
the annual meeting or special meeting called for the purpose of elections. This
meeting can be coincidental with planned HOC events.
16.The official ballot presented by the EOC shall be made available to all members
no less than seven (7) days prior to the respective date of the vote count.
17.The vote shall terminate at the conclusion of the Spring Meeting and mark the
close of elections.
18.The vote count shall take place within twenty-four (24) hours after the close of
elections.
19.Tabulation of election results will be certified by the current Westlake Academy
Head of School, Campus Coordinator or any other current representative
designated by Westlake Academy as the individual responsible for coordination
of policy with regards to affiliate organizations. The EOC will coordinate and
assist in this process.
20.The candidate who receives the majority of the votes cast for each Officer or
Directorship shall be deemed elected to that office.
21. In the event of a tie, the drawing of lots shall eliminate one (1) candidate
3.02 (e) VACANIES BY OTHER AFFILIATES
A member currently serving, selected to serve concurrently, or subsequently elected
to the Board of Directors of the Westlake Academy Foundation, Westlake Academy
Athletic Club, or any future Westlake Academy 501c3 affiliate, shall not be eligible to
fill any vacancy on the House of Commons Board of Directors, including those
caused by an increase in the number of Directors.
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3.03 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be removed from office by a
vote of a majority of Members entitled to vote at an election of the Board of Directors. If any
or all Directors are so removed, their replacements may be elected at the same meeting.
3.04 ACTION BY CONSENT OF BOARD OF DIRECTORS WITHOUT
MEETING
Any action required or permitted to be taken by the Board of Directors may be taken
without a meeting and shall have the same force and effect as a unanimous vote of the
Board of Directors if all the Directors consent to the action in writing.Such consent may be
given individually or collectively.
3.05 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at any place within or without the State of
Texas as may be designated by the Board of Directors.
3.06 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held,without call or notice,
immediately following each annual Member’s meeting,and at any other regularly repeating
times as the Directors may designate.
3.07 SPECIAL MEETINGS
Special meetings of the Board of Directors for any purpose may be called at any time by the
Speaker or,if the Speaker is absent or unable or refuses to act,by any Vice Speaker or any
two Directors.Written notice of the special meeting,stating the time and place of the
meeting,shall be mailed ten (10)days before,or personally delivered so as to be received
by each director not later than two (2)days before,the day appointed for the meeting.The
notice may include a tentative agenda,but the meeting shall not be confined to any agenda
included with the notice, and none is required.
Upon providing notice,the Secretary or other officer sending notice shall sign and file in the
Corporate Record Book a statement of the details of the notice given to each Director.If
such statement should later not be found in the Corporate Record Book,due notice shall be
presumed.
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3.08 QUORUM
The presence throughout any Board of Directors'meeting,or adjournment thereof,of a
majority of the authorized number of Directors shall be necessary to constitute a quorum
to transact any business,except to adjourn.If a quorum is present,every act done or
resolution passed by a majority of the Directors present and voting shall be the act of the
Board of Directors,unless the act of a greater number is required by law,the Articles of
Incorporation,or these Bylaws.Directors present by proxy shall not be counted toward a
quorum.
3.09 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Board of Directors'meeting to meet again at a
stated hour on a stated day.Notice of the time and place where an adjourned meeting will
be held need not be given to absent Directors if the time and place are fixed at the
adjourned meeting.In the absence of a quorum,a majority of the Directors present may
adjourn to a set time and place if notice is duly given to the absent Directors,or until the
time of the next regular meeting of the Board of Directors.
3.10 CONDUCT OF MEETINGS
The Speaker shall chair all meetings of the Board of Directors.In the Speaker's absence,the
Vice Speaker or a Chairman chosen by a majority of the Directors present shall preside.The
Secretary of the Corporation shall act as Secretary of the Board of Directors'meetings.
When the Secretary is absent from any meeting,the Chairman may appoint any person to
act as Secretary of that meeting.
All meetings will be conducted in accordance with the official meeting agenda as compiled
and disseminated by the Secretary. Each meeting shall consist of an “open” and “closed”
session. The open session is open to all active members, invited guests and committee
members. The closed session is for current Officers and Directors only. Open sessions will
be conducted in accordance with reasonable rules of parliamentary procedure. The
Secretary will act as Parliamentarian.
3.10 (a) REASONABLE EXAMPLES OF PARLIAMENTARY PROCEDURE
1. MAIN MOTION: A formal proposal to take certain action.
Step 1. Addressing the Chair. Begin the discussion by having a
member makes the motion. The motion should be made and
seconded. After this, debate can be conducted.
SECOND REQUIRED Yes
DEBATABLE Yes
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AMENDABLE Yes
VOTE REQUIRED Majority
2. TABLE A MOTION: Sometimes a board or committee may wish to defer
action on a motion. One way to accomplish this is to lay a motion on the table.
It is in order to move that a main motion be laid on the table when discussion
on the main motion has or is about to end. A tabled motion can be brought
from the table during the same meeting but is usually done so at a later
meeting when unfinished business is being considered.
SECOND REQUIRED Yes
DEBATABLE No
AMENDABLE No
VOTE REQUIRED Majority
3. TO TAKE A MOTION FROM THE TABLE: To enable the board to take up
and consider a motion that was postponed temporarily (Tabled) during the
same meeting or a previous meeting.
SECOND REQUIRED Yes
DEBATABLE No
AMENDABLE No
VOTE REQUIRED Majority
4. AMENDING A MOTION: Any motion may be amended. The Amendment
must be seconded and then it can be discussed. When discussion ends, the
amendment is voted on first. If the amendment passes, the original motion is
then put to a vote as amended. If the amendment fails, the original motion is
put to a vote.
SECOND REQUIRED Yes
DEBATABLE Yes
AMENDABLE Yes
VOTE REQUIRED Majority
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5. MOTION TO CLOSE DEBATE: To prevent or stop discussion on the pending
Motion, and to bring the Motion to an immediate vote.
SECOND REQUIRED Yes
DEBATABLE No
AMENDABLE No
VOTE REQUIRED 2/3 of members present
6. POINT OF ORDER: Anytime a member feels an incorrect procedure is being
used, he or she can interrupt with a point of order request that requires the
Speaker to determine the correct procedure. The point of order can have no
additional motions applied to the request other than a motion to withdraw.
SECOND REQUIRED No
DEBATABLE No
AMENDABLE No
VOTE REQUIRED Ruling by Chairperson
3.10 (b) RIGHTS IN DEBATE
When a pending motion is presented for consideration to the Board, the presiding
officer shall recognize the member who made the motion to speak first and the
member who seconded the motion to speak second. When two or more members
wish to speak the presiding officer shall name the member who is to speak first. No
member of the Board shall interrupt another while speaking except to make a point
of order. No member shall be permitted to interrupt while another member is
speaking. No Board member shall be permitted to indulge in a discussion of
personalities, use language personally offensive, arraign motives of members or
charge deliberate misrepresentation. If a member is speaking or otherwise
transgressing the rules of the Board, the presiding officer shall or any Board
member may call him or her to order in which case he or she shall immediately be
quiet unless permitted to explain. The Board shall, if appealed to, decide the case
without debate. If the decision is in favor of the member called to order, he or she
shall be at liberty to proceed. If at any time a guest attendee at a board meeting
fails to follow the above rules, or is otherwise inappropriate, disruptive or abusive,
they shall be asked to immediately excuse themselves by the acting Parliamentarian.
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3.11 NUMBER OF DIRECTORS
The number of Director positions of this Corporation shall be no less than seven, all of
whom need be residents of Texas and Members. The number of Directors may be increased
or decreased from time to time by amendment of these Bylaws. Any decrease in the total
number of Directors shall not have the effect of reducing the total number of Directors
below three, nor of shortening the tenure which any incumbent Director would otherwise
enjoy. The Westlake Academy House of Commons Policy and Procedures Manual will
govern Officer and Director positions and may be ratified by ¾ vote of the Board of
Directors.
3.12 TERM OF OFFICE
Directors,with the exception of the Treasurer,shall be entitled to hold office for a term of
one (1)year,commencing on the first day of July,and continuing for one (1)year or until
he or she is removed,resigns,re-elected or a successor has been elected and assumes office
in accordance with these bylaws.
The Treasurer’s elected office shall commence on the first day of July and continue for two
(2)years or until he or she is removed,resigns,re-elected or a successor has been elected
and assumes office in accordance with these bylaws.
The overlap period from election of the new Directors until the end of the previous
Director’s term,shall be used as the transition period (last day of May to the first day of
July)to qualify the new Officer or Director for their respective position. There are no other
term limits for Directors and term vacancies are filled in accordance with these bylaws.
The Speaker defaults from the previous years Vice Speaker.The Vice Speaker is elected by
2/3 vote of the Board of Directors.
3.13 COMPENSATION
Directors as such shall not receive salaries or other compensation for their services.This
policy does not preclude any Director from serving the Corporation in any other
professional, arms length capacity and receiving compensation for such additional services.
3.14 BOARD COMMITTEES-AUTHORITY TO APPOINT
The Board of Directors may designate one or more committees to conduct the business and
affairs of the Corporation to the extent authorized.Each Board committee shall contain at
least two (2)Members,The Board of Directors shall have the power to change the powers
and membership of,fill in vacancies in,and dissolve any committee at any time..The
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designation of any committee and the delegation of authority thereto shall not operate to
relieve the Board of Directors,or any Member thereof,of any responsibility imposed by
law.
3.15 PROXIES
A Director may vote in person,via electronic mail,by text message or by proxy executed in
writing.No proxy shall be valid after three months from the date of its execution.Each
proxy shall be revocable unless expressly provided therein to be irrevocable and otherwise
irrevocable by law.
3.16 ACTIONS BY DIRECTORS WITHOUT MEETING
Any action required by the Texas Business Organizations Code to be taken at a meeting of
the Board of Directors,or any action which may be taken at a meeting of the Board of
Directors or any committee,may be taken without a meeting if a consent in writing,setting
forth the action to be taken,shall be signed by all the Board of Directors entitled to vote
with respect to the subject matter thereof,or all of the members of the committee,as the
case may be. Such consent shall have the same force and effect as a unanimous vote.
If the Corporation's Certificate of Formation so provides,any action required by the Texas
Business Organizations Code to be taken at a meeting of the Board of Directors or any
action that may be taken at a meeting of the Board of Directors of any committee may be
taken without a meeting if a consent in writing,setting forth the action to be taken,is
signed by a sufficient number of Board of Directors or committee members as would be
necessary to take that action at a meeting at which all of the Board of Directors or members
of the committee were present and voted.
Each written consent shall bear the date of signature of each Director or committee
member who signs the consent. A written consent signed by less than all of the Board of
Directors or committee members is not effective to take the action that is the subject of the
consent unless,within sixty (60)days after the date of the earliest dated consent delivered
to the Corporation in the manner required by this section,a consent or consents signed by
the required number of Board of Directors or committee members is delivered to the
Corporation at its registered office,registered agent,principal place of business,transfer
agent,registrar,exchange agent,or an officer or agent of the Corporation having custody of
the books in which proceedings of meetings of Board of Directors or committees are
recorded. Delivery shall be by hand or certified or registered mail,return receipt
requested. Delivery to the Corporation's principal place of business shall be addressed to
the Speaker or principal executive officer of the Corporation.
Prompt notice of the taking of any action by the Board of Directors or a committee without
a meeting by less than unanimous written consent shall be given to all Directors or
committee members who did not consent in writing to the action.
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If any action by Board of Directors or a committee is taken by written consent signed by
less than all of the Directors or committee members,any articles or documents filed with
the Secretary of State as a result of the taking of the action shall state,in lieu of any
statement required by this Act concerning any vote of the Board of Directors or committee
members,that written consent has been given in accordance with the provisions of section
6.202 of the Texas Business Organizations Code and that any written notice required by
such section has been given.
An electronic mail,facsimile or similar transmission by a Director or member of a
committee or a photographic,facsimile,or similar reproduction of a writing signed by a
Director or member of a committee shall be regarded as signed by the Director or
member of a committee for purposes of this section.
3.17 COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors,by resolution adopted by a majority of the Directors in office,may
designate and appoint one or more committees,each of which shall consist of two or more
Directors,which committees,to the extent provided in said resolution,shall have and
exercise the authority of the Board of Directors in the management of the Corporation,
except that no such committee shall have the authority of the Board of Directors in
reference to amending,altering or repealing the Bylaws;electing,appointing or removing
any member of any such committee or any Director or officer of the Corporation;amending
or restating the Certificate of Formation;adopting a plan of merger or adopting a plan of
consolidation with another Corporation;authorizing the sale,lease,exchange or mortgage
of all or substantially all of the property and assets of the Corporation;authorizing the
voluntary dissolution of the Corporation or revoking proceedings therefore;adopting a
plan for the distribution of the assets of the Corporation;or amending,altering or repealing
any resolution of the Board of Directors which by its terms provides that it shall not be
amended,altered or repeated by such committee. The designation and appointment of any
such committee and the delegation of authority to such committee shall not operate to
relieve the Board of Directors,or any individual Director,of any responsibility imposed by
law upon the Board of Directors or upon any individual Director.
Other committees not having and exercising the authority of the Board of Directors in the
management of the Corporation may be appointed in such manner as may be designated by
a resolution adopted by a majority of the Directors present at a meeting at which a quorum
is present. Except as otherwise provided in such resolution,members of each such
committee shall be Members of the Corporation and the Speaker of the Corporation shall
appoint the members thereof. The person thereof may remove any member or persons
authorized to appoint such member whenever in their judgment the best interests of the
Corporation shall be served by such removal.
Each member of a committee shall continue as such until the next annual meeting of the
Members of the Corporation and until a successor is appointed,unless the committee shall
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be sooner terminated,or unless such member be removed from such committee,or unless
such member ceases to qualify as a member thereof.
The person or persons authorized to appoint the members thereof shall appoint one
member of each committee chairman.
Vacancies in the membership of any committee may be filled by appointments made in the
same manner as provided in the case of the original appointments.
Unless otherwise provided in the resolution of the Board of Directors designating a
committee,a majority of the whole committee shall constitute a quorum and the act of a
majority of the members present at a meeting at which a quorum is present shall be the act
of the committee.
Each committee may adopt rules for its own government not inconsistent with these
Bylaws or with rules adopted by the Board of Directors.
ARTICLE FOUR-OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a Speaker,a Vice Speaker,a Secretary,a Treasurer,
and such other officers as the Board of Directors may designate.The same person may hold
any two or more offices,except Speaker and Secretary.All officers shall be elected for a
term of one (1)year..Election or appointment of an officer shall not of itself create
contract rights.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed,with or without cause,by vote of a majority of the Directors at
any meeting of the Board of Directors,or,except in case of an officer chosen by the Board of
Directors or by any committee or officer upon whom that power of removal may be
conferred by the Board of Directors.Such removal shall be without prejudice to the
contract rights,if any,of the person removed.Any officer may resign at any time by giving
written notice to the Board of Directors,the Speaker,or the Secretary of the Corporation.
Any resignation shall take effect upon receipt or at any later time specified therein.Unless
otherwise specified therein,the acceptance of such resignation shall not be necessary to
make it effective.
4.03 VACANCIES
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Should any vacancy occur in any office of the Corporation,the Board of Directors may elect
an acting successor to hold office for the unexpired term or until a permanent successor is
elected.
4.04 COMPENSATION
Officers shall receive no compensation,but may be reimbursed for all actual out of pocket
expenses incurred as a reasonable and necessary part of their service in such office.The
Board of Directors must approve all unbudgeted expenses of greater than $250.00,
4.05 SPEAKER
The Speaker shall be the chief executive officer of the Corporation, subject to the control of
the Board of Directors. The Speaker shall have general supervision, direction, and control
of the business and officers of the Corporation; shall have the general powers and duties of
management usually vested in the office of the president of a corporation; shall have such
other powers and duties as may be prescribed by the Board of Directors or the Bylaws; and
shall be ex officio a member of all standing committees, including the executive committee,
if any. In addition, the Speaker shall preside at all meetings of the Members and Board of
Directors. The previous year’s Vice Speaker fills the Speaker of the House position. In the
event a vacancy is created in accordance with Section 3.02, The Speaker of The House will
be assumed by the acting Vice Speaker. The succession of Vice Speaker will be in
accordance with Section 4.06 VICE SPEAKER.
4.06 VICE SPEAKER
The Vice Speaker(s) shall have such powers and perform such duties as from time to time
may be prescribed by these Bylaws, the Board of Directors, or the Speaker. No person may
serve as Vice Speaker without having previously served a Board of Directors term in the
preceding year. A vacancy created in accordance with Section 3.02, must be filled by
elected members on the current Board of Directors (BOD) regardless of term, based on the
availability of Officers or Directors.
In the absence or disability of the Speaker,the senior Vice Speaker shall perform all the
duties of the Speaker,pending action by the Board of Directors.While so acting,the senior
Vice Speaker shall have the powers of, and be subject to all the restrictions on, the Speaker.
4.07 SECRETARY
The Secretary shall:
1.See that all notices are duly given as required by law,the Articles of
Incorporation,or these Bylaws.In case of the absence or disability of the
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Secretary,or the Secretary's refusal or neglect to act,notice may be given and
served by an Assistant Secretary or by the Speaker,Vice Speaker,or Board of
Directors.
2.Be custodian of the minutes of the Corporation's meetings,its Corporate
Record
Book,its other records,and any seal,which it may adopt.When the
Corporation exercises its right to use a seal,the Secretary shall see that the
seal is embossed upon all documents authorized to be executed under seal
in accordance with these Bylaws.
3.Maintain, in the Corporate Record Book, a record of all Members of the
Corporation, together with their current mailing addresses.
4.Act as Parliamentarian during all Board of Director meetings.
5.Administer requests for electronic voting on motions set forth by an acting
Officer or Director.
6.Working in conjunction with the Speaker,prepare,disseminate and forward
the Agenda to the BOD seven (7)days prior to each monthly meeting.Any
BOD member wishing to have an item placed on the agenda shall first
consult with the Speaker and then submit the item to the Secretary no later
than 10 days prior to each monthly meeting.Any proposals or motions not
submitted via this process must be entered as new business.
7.Provide a copy of the agenda to the Westlake Academy Administration and
post it on the HOC website no later than one (1) day prior to the scheduled
meeting.
8.In general,perform all duties incident to the office of Secretary,and such
other
duties as from time to time may be required by Article Six of these Bylaws,
by these Bylaws generally,by the Speaker,by the Board of Directors,or by
law.
4.08 TREASURER
The Treasurer shall:
1.Have charge and custody of,and be responsible for,all funds and securities of the
Corporation,and deposit all funds in the name of the Corporation in those banks,
trust companies, or other depositories as the Board of Directors select.
2.Receive, and give receipt for, monies due and payable to the Corporation.
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3.Disburse or cause to be disbursed the funds of the Corporation as may be directed
by the Board of Directors, taking proper vouchers for those disbursements.
4.If required by the Board of Directors or the Speaker,give to the Corporation a bond
to assure the faithful performance of the duties of the Treasurer's office and the
restoration to the Corporation of all corporate books,papers,vouchers,money,and
other property of whatever kind in the Treasurer's possession or control,in case of
the Treasurer's death,resignation,retirement,or removal from office.Any such
bond shall be in a sum satisfactory to the Board of Directors,with one or more
individual securities or with a surety company satisfactory to the Board of
Directors. The Board of Directors and not the Treasurer will pay for any fees
associated with this bond.
5.In general,perform all the duties incident to the office of the Treasurer,and such
other duties as from time to time may be assigned to the Treasurer by Article Six of
these Bylaws,by these Bylaws generally,by the Speaker,by the Board of Directors,
or by law.
ARTICLE FIVE-AUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of instruments.The Board of
Directors,except as otherwise provided in these Bylaws,may additionally authorize any
officer(s)or agent(s),to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation.Such authority may be general or confined to
specific instances.Unless expressly authorized by these Bylaws or the Board of Directors,
no officer,agent,or employee shall have any power or authority to bind the Corporation by
any contract or engagement nor to pledge its credit nor to render it liable pecuniary for any
purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts and other corporate documents shall be signed or endorsed by the
Speaker,Vice Speaker,Secretary or Treasurer,unless otherwise specifically determined by
the Board of Directors or otherwise required by law.
ARTICLE SIX-CORPORATE RECORDS AND ADMINISTRATION
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6.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office,or such other place as the Board of
Directors may order,a Corporate Record Book containing minutes of all meetings of the
Corporation's Members,Directors,and committees.The minutes shall show the time and
place of each meeting,whether the meeting was regular or special,a copy of the notice
given or written waiver thereof,and,if it is a special meeting,how the meeting was
authorized.The minutes of all meetings shall further show the proceedings and the names
of those present.Minutes of Member meetings shall also show the number of votes present
or represented.
6.02 BOOKS OF ACCOUNT AND ANNUAL REPORTS
The Corporation shall maintain current true and accurate financial records with full and
correct entries made with respect to all financial transactions,including all income and
expenditures,in accordance with generally accepted accounting practices.Based on these
records,the Board of Directors shall annually prepare or approve a report of the
Corporation's financial activity for the preceding year.The report must conform to
accounting standards as promulgated by the American Institute of Certified Public
Accountants and must include a statement of support,revenue,expenses,and changes in
fund balances,a statement of functional expenses,and balance sheets for all funds.All
records,books,and annual reports of the financial activity of the Corporation shall be
maintained for at least three years after the closing of each fiscal year and shall be available
to the public for inspection and copying during normal business hours.The Corporation
may charge for the reasonable expense of preparing a copy of a record or report.
6.03 MEMBERSHIP DIRECTORY
The Corporation shall keep,a membership Directory showing the names of the Members.
The above-specified information may be kept on an information storage device,such as
electronic data processing equipment,provided that the equipment is capable of
reproducing the information in clearly legible form for the purposes of inspection by any
Member,Director,officer,or agent of the Corporation during regular business hours.Any
dissemination of Membership information shall be in strict compliance with the existing
Privacy Policy of Westlake Academy.
6.04 CORPORATE SEAL
The Board of Directors may at any time adopt,prescribe the use of,or discontinue the use
of,such corporate seal as it deems desirable,and the appropriate officers shall cause such
seal to be affixed to such documents as the Board of Directors may direct.
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6.05 FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the Board of Directors and
approved by the Internal Revenue Service.The Treasurer shall forthwith arrange a
consultation with the Corporation's tax advisers to determine whether the Corporation is
to have a fiscal year other than the calendar year.If so,the Treasurer shall file an election
with the Internal Revenue Service as early as possible,and all correspondence with the IRS,
including the application for the Corporation's Employer Identification Number,shall
reflect such non-calendar year election.
6.06 MANAGEMENT OF FUNDS
All institutional and endowment finds shall be handled pursuant to the Uniform
Management of Institutional Funds Act. (Texas Property Code Sections 163.001 et seq.).
6.07 LOANS TO OFFICERS AND DIRECTORS
The Corporation shall not loan money to any of its Directors or Members.
6.08 WAIVER OF NOTICE AND CONSENT TO ACTION
Meetings provided for in these Bylaws shall not be invalid for lack of notice if all
persons entitled to notice either waive notice or consent to the meeting,in writing,or are
present and do not object to the notice given.Waiver or consent may be given either before
or after the meeting.Attendance at a meeting shall constitute a waiver of notice of such
meeting,except where a person attends a meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully called or
convened.
ARTICLE SEVEN – PURPOSE AND MISSION PRIORITIES
7.01 PURPOSE
The Corporation has been organized and shall be operated exclusively as a not-for-profit
educational organization to build,serve and support Westlake Academy in the Town of
Westlake, Texas.
7.02 SCHOOL PRIORITY
In addition to the purpose of building,serving and supporting Westlake Academy
Community,the Corporation has,as its purpose,the fostering of a first class education for
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all of the students of Westlake Academy,and all other purposes are in furtherance of this
underlying goal.
7.03 501(c)(3) ISSUES
The Corporation is organized as a charitable and an educational organization as that term
is defined in Internal Revenue Code Sec.501(c)(3),and an organization exempt from
taxation pursuant to Sec.501(a)of the I.R.C.The Corporation and the Board of Directors
shall continue to take such actions as are necessary,and which are not inconsistent with
other provisions of the Certificate of Formation or these bylaws,to ensure continued
eligibility for and qualification as,an organization described in Sec.501(c)(3),and exempt
pursuant to Sec. 501(a) of the I.R.C.
ARTICLE EIGHT – INDEMNIFICATION AND INSURANCE
8.01 INDEMNIFICATION
The Corporation shall have the full power to indemnify and advance or reimburse expenses
pursuant to the provisions of the Texas Business Organizations Code to any person entitled
to indemnification under the provisions of the Texas Business Organizations Code.
8.02 INSURANCE
The Corporation may purchase and maintain insurance or another arrangement on behalf
of any person who is or was a Member,Director,officer,employee,or agent of the
Corporation or who is or was serving at the request of the Corporation as a Director,
officer,partner,venture,proprietor,trustee,employee,agent,or similar functionary of
another foreign or domestic corporation,employee benefit plan,other enterprise,or other
entity,against any liability asserted against him or her and incurred by him or her in such a
capacity or arising out of his or her status as such a person,whether or not the Corporation
would have the power to indemnify him or her against that liability. If the insurance or
other arrangement is with a person or entity that is not regularly engaged in the business
of providing insurance coverage,the insurance or arrangement may provide for payment of
a liability with respect to which the Corporation would not have the power to indemnify
the person only if including coverage for the additional liability has been approved by the
Members of the Corporation. Without limiting the power of the Corporation to procure or
maintain any kind of insurance or other arrangement,the Corporation may,for the benefit
of persons indemnified by the Corporation,(1)create a trust fund;(2)establish any form of
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self insurance;(3)secure its indemnity obligation by grant of a security interest or other
lien on the assets of the Corporation;or (4)establish a letter of credit,guaranty,or surety
arrangement. The insurance or other arrangement may be procured,maintained,or
established within the Corporation or with any insurer or other person deemed
appropriate by the Members regardless of whether all or part of the stock or other
securities of the insurer or other person are owned in whole or part by the Corporation. In
the absence of fraud,the judgment of the Members as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other person
participating in an arrangement shall be conclusive and the insurance or arrangement shall
not be voidable and shall not subject the directors approving the insurance or arrangement
to liability,on any ground,regardless of whether directors participating in the approval are
beneficiaries of the insurance or arrangement.
ARTICLE NINE – MEETINGS BY TELEPHONE CONFERENCE,
ELECTRONIC OR
OTHER REMOTE COMMUNICATIONS TECHNOLOGY
Subject to the provisions required or permitted by the Texas Business Organizations Code
and these Bylaws for notice of meetings,Members of the Corporation,Members of the
Board of Directors,or Members of any committee may participate in and hold a meeting of
such Members,Board of Directors,or committee by means of: (1)conference telephone or
similar communications equipment by which all persons participating in the meeting can
communicate with each other;or (2)another suitable electronic communications system,
including videoconferencing technology or the Internet,only if: (a)each Member entitled
to participate in the meeting consents to the meeting being held by means of that system;
and (b)the system provides access to the meeting in a manner or using a method by which
each Member participating in the meeting can communicate concurrently with each other
participant. Participation in a meeting pursuant to this section shall constitute presence in
person at such meeting,except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
ARTICLE TEN - ADOPTION OF BYLAWS
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The foregoing bylaws were adopted by the Board of Directors effective the 11th day of
August, 2015
________________________
Melissa Morse,
Speaker
________________________
Melissa Zerangue,
Vice Speaker
________________________
Martha McCoy,
Treasurer
________________________
Jackie Smith,
Communications Director
________________________
Shea Biorn,
Projects Director
________________________
Sandi Ferrell,
Fall Social Director
________________________
Vacant
Volunteer Director
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________________________
Elizabeth Allen,
Hospitality Director
Attested and certified by:
_________________________
Elizabeth Thidemann,
Secretary
ADDENDUMS ADOPTED and ATTACHED:
1.NOMINEE CONSIDERATION FORM
2.NOMINATION AND STATEMENT OF WILLINGNESS-TO-SERVE FORM
3.NOMINEE INFORMATION SHEET
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E 0
On
the State of Texas
rrrrtaq of *tutr
DEC. 21v 1995
CANTEY HANGER., JOHN BROWN
2100 BURNETT PLAZA9801 CHERRY ST
FT WORTH DTX 76102
RE*.
TEXAS STUOC-NT HOUSING CORPORATION
CHARTER NUMBER 01343290-01
IT HAS 3EEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR
ARTICLES OF AMENDMENT,
THE APPROPRIATE EVIDENCE 13 ATTACHED FOR YOUR FILES AND THE
ORIGINAL HAS BEEN FILED IN THIS OFFICE.
PAYMENT OF THE FILING FEE IS ACKNOWLEDGED BY THIS LETTERe
IF WE CAN BE OF FURTHER SERVICE AT ANY TIMES PLEASE LET US KNOW*
VERY TRULY YOURS9
0
A
Antonio 0.Garza,Jr., Secretary of State
209
E
14C '*hdr of Texas
rrrrtaq of State
CERTIFICATE OF AMENDMENT
FOR
TEXAS STUDENT HOUSING CORPORATION
CHAZTER NUMBER 01343290
THE UNDERSIGNEDI AS SECRETARY OF STATE OF THE STATE OF TEXAS9
HERF-8Y CERTIFIC-l-, THAT THE ATTACHED ARTICLES OF AMENDMENT FOR THE ABOVE
NAMED ENTITY HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO
CONFORM TO LAW.
ACCORDINGLY THE UNDGRSIGNED9 AS SECRETARY OF STATEt AND BY VIRTUE
OF THE AUTHORITY VESTED} IN THE SECRETARY BY LA HEREBY ISSUES THIS
CERTIFICATE DF AMENDMENT.
DATED DEC. 20, 1995
EFFECTIVE DEC * 209 1995
1v
Antonio O.Garza,Jr.,Secretary of State
210
FILED
In the Office of the
Secretary of State of TexasARTICLESOFAMENDMENT
IEC 20 1995
C111101ations Section
Pursuant to the provisions of Article 1396-4.03 of the Texas Non-Profit Corporation Act,
Texas Student Housing Corporation (the Corporation) adopts the following Articles of
Amendment:
1.The name of the Corporation is Texas Student Housing Corporation.
2.The following amendment to the Articles of Incorporation was adopted on December 19,
1995.
Article IV is deleted and the following is substituted so that Article IV reads in its
entirety as follows:
ARTICLE IV
The purpose oft a Corporation is to act on behalf oft a Town
of Westlake and as its duly constituted authority and
instrumentality to exercise the powers granted to an authority
under the provisions of the Act, and to exercise all powers
granted under the Texas Non-Prorit Corporation Act as
provided in the Act.
3.The corporation is an instrumentality of the Town of Westlake. The amendment was
adopted unanimously by the Board of Aldermen of the Town of Westlake in its regular
monthly meeting duly convened and held on December 19, 1995.
TEXAS S HOUSING RPORATION
es P. Carter, Pr ident
211
FILED
In the Office of the
Secretary of State of Texas
ARTICLES OF AMFNDAIENT OEC 2 o
Oorporations
Pursuant to the provisions of Article 1396-4.03 of the Texas Non-Profit Corporation Act,
Texas Student Housing Corporation (the Corporation) adopts the following Articles of
Amendment:
1.The name of the Corporation is Texas Student Housing Corporation.
2.The following amendment to the Articles of Incorporation was adopted on December 19,
1995.
Article IV is deleted and the following is substituted so that Article IV reads in its
entirety as follows:
ARTICLE IV
The purpose of the Corporation is to act on behalf of the Town
of Westlake and as its duly constituted authority and
instrumentality to exercise the powers granted to an authority
under the provisions of the Act, and to exercise all powers
granted under the Texas Non-Prorit Corporation Act as
provided in the Act.
3.The corporation is an instrumentality of the Town of Westlake. The amendment was
adopted unanimously by the Board of Aldermen of the Town of Westlake in its regular
monthly meeting duly convened and held on December 19, 1995.
TEXAS STUDENT HOUSING CORPORATION
awes P. Carter, Pr ident
212
F+
fnf v of
CERTIFICATE OF INCORPORATION
OF
TEXAS STUDENT HOUSING CORPORATION
CHARTER NUMBER 1343290-01
The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles
of Incorporation for the above named corporation have been received in this office and are
found to conform to law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority
vested in the Secretary by law, hereby issues this Certificate of Incorporation.
Issuance of this Certificate of Incorporation does not authorize the use of a corporate name
in this state in violation of the rights of another under the federal Trademark Act of 1946,
the Texas trademark law, the Assumed Business or Professional Name Act, or the common
law.
Dated: February 2, 1995
Effective February 2, 1995
I
coo
Antonio 0. Garza, Jr.
Secretary of State
213
in the Office of the
FEB 0 2 1995
ARTICLES OF INCORPORATION
of
TEXAS STUDENT HOUSING CORPORATION
The undersigned natural persons, acting no behalf of and as directed by the T0vvu of Westlake,
Texas (tbz "Town"), as incorporators of a onuyzoDt onqpocu1k}n (the "Corporation") under Section
53.35(b), Texas Education Code(the "Act"), do hereby adopt the following Articles uf Incorporation for
the Corporation:
ARTICLE
The name of the Corporation io "Texas Student Housing Corporation."
ARTICLE II
The Corporation is a nonprofit corporation created under the Act.
ARTICLE III
The duration of the Corporation is perpetual (subject to dissolution as provided in these Articles of
Incorporation).
ARTICLE IV
The purpose of the Corporation is to aid tiouo of higher education in providing educational
facilities and housing facilities and f&cDbico incidental, subordinate, or related thereto or appropriate in
connection therewith. The Corporation shall have all of the powers and authority granted under the Act
and other applicable law.
ARTICLE
The Corporation shall have oo oneodbcca and is anooatoukcorporation.
ARTICLE VI
The street address of the initial registered office of the Corporation is 3 Village Circle, Suite 207,
Westlake, Texas 76262, and the ounoe of the initial registered agent at such address is Scott Bradley.
ARTICLE VD
All pnvvocu and authority of the Corporation shall be vested in a board of directors (the "Board"),
each member of which shall bo appointed by resolution ofthe governing body nf the Town. The number
of directors and their tocnom of office mbul\ be fixed by the hyimpm of the Corporation onnuiatoot with the
Act. The directors shall serve without cOozyooaO1i0o, except that they shall be entitled 00 zeinubucucmout
for the actual expenses they incur in the performance of their official duties.
ARTICLE VIII
The number ofdirectors constituting the initial Board shall be nine. The respective omoeo and
addresses of the initial directors, o0oo or whom is an officer or employee of the Town, are as follows:
DFFOE3C9 24799/3 1/22/95
214
1. Bill Wolston 18501 SH 114
Justin, Texas 76247
2. Bob Minyard 4100 Aspen Lane
Westlake, Texas 76262
3. James P. Carter 204 Fresh Meadow Drive
Trophy Club, Texas 76262
4. Gary G. Wall 770 North Peytonville Boulevard
Southlake, Texas 76092
5. Carroll Schubert 613 Northwest Loop 410, Suite 900
San Antonio, Texas 78216
6. Forrest Watson 328 Lorine
Keller, Texas 76248
7. William R. Branum 1201 North Carroll
Southlake, Texas 76092
8. Worth Blake 244 Oak Hill Drive
Trophy Club, Texas 76262
9. Abe A. Bush, Jr. 2220 North Pearson Lane
Westlake, Texas 76262
ARTICLE IX
The respective names and street addresses of the incorporators, each of whom is a citizen of the
State of Texas and at least 18 years of age, are as follows:
1. Alvin Oien 1440 West Dove Road
Westlake, Texas 76262
2. Carroll Huntress 13580 Denton Highway
Westlake, Texas 76262
3. Jerry Moore 3030 Dove Road
Westlake, Texas 76262
4. Howard Dudley 1650 West Dove Road
Westlake, Texas 76262
5. Fred Held 4105 Aspen Lane
Westlake, Texas 76262
DFFOE3C9 24799/3 2-
215
ARTICLE
On January 23, 1995 the governing body of the Town duly adopted u resolution ordering the
creation of the Corporation, authorizing the CoqpOz81k)o to act on behalf of the Town as its duly
unoo1duted authority and iumtrurooutoJhv, and approving the fuoo of these Articles of Incorporation.
ARTICLE XI
These Articles of Incorporation may be amended from time to time by a majority vote of the entire
membership of the Board with the approval of the governing body of the Town. Neither the
Corporation's initial bylaws nor any amendment thereof shall take effect until approved by the governing
body of the Town.
ARTICLE XII
No dividends shall be paid by the Corporation and no part of its earnings shall be distributed to or
inure to the benefit of the Corporation's directors or officers or to any private person, firm, corporation,
or association except io reasonable amounts for services rendered.
AR7%CLE7{Dl
The governing body of the Town, io its discretion and without any action by the Board, may o1any
time change the structure, organization, programs, or activities of the Corporation or may dissolve the
Corporation. If the Board detocnuionS that the Corporation's purposes have been substantially
accomplished, and all of the Corporation's debts and claims have been satisfied, or satisfaction thereof
has been provided for, the Board ubul}, upon approval by the governing body of the 7ovvu, dissolve the
Corporation. Any dissolution ofthe Corporation Gb8Ji be subject to any }iuzda1iooa on the inupaiczucot
0fcontracts prescribed by the respective C0ostiUzti0oS and 0dbmr uppUouhlo luvv of the United States of
America and the State nfTexas. If the Corporation iS dissolved when dhas, ocio entitled to, any interest
in any funds or other property of any kind (real, personal, or mixed), such interest abuJ) not be
transferred to private ownership but shall be transferred and delivered to the Tnvvo (uftcr satisfaction or
provision for satisfaction of the Corporation's debts and oiaioom has been made).
ARTICLE XIV
No substantial part of the Corporation's activities shall consist of propagating propaganda or
attempting 10 ioflocooy legislation. The Corporation 8b8l) not participate io any political campaign on
behalf oforio opposition 0o any candidate for public office.
DFFOE3C9 24799/3 3-
216
N WITNESS WHEREOF, we have executed these Articles of Incorporation on this 3 day
of 1995.
Incorporator
Incorporator
Incorporator
2-
Incorporator
Inco orator
STATE OF TEXAS
COUNTY OF TARRANT §
1, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this
day o 'ZI 9 1995, personally appeared before me ALVIN OIEN, CARROLL HUNTRESS,
JERRY MOORE, HOWARD DUDLEY, and FRED HELD who,being by me first duly sworn, severally
declared that they are the persons who signed the foregoing document as incorporators and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written.
zz'2 JnL
Notary Public, State of Tex`/s
SEAL] 2 f'I F-7
printed name]
My Commission Expires:
S hA!PjR LESS
sta of Taxas
DFFOE3C9 24799/3 4-
217
MINUTES AND CERTIFICATION
On January 23, 1995 the Board of Aldermen of the Town of Westlake, Texas convened in regular meeting
at its regular meeting place in Westlake,Texas. The roll of the duly constituted officers and members of the Board
of Aldermen was called, which are as follows:
Name Title
Scott Bradley Mayor
Alvin Oien Alderman
Carroll Huntress Alderman
Jerry Moore Alderman
Howard Dudley Alderman
Fred Held Alderman
all of whom were present except the following absentee(s):
thus constituting a quorum.
Among other business, a written Resolution bearing the following caption was introduced:
A Resolution ordering the creation of a nonprofit corporation pursuant to the Texas Education Code,
approving articles of incorporation and bylaws for, and appointing the initial directors of, such
corporation, and resolving related matters
The Resolution was read by the Board of Aldermen.
After due discussion, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer
put the motion to a vote of the Board of Aldermen, and the Resolution was adopted by the following vote:
AYES:S
NOES:
ABSTENTIONS:
The Presiding Officer then declared the Resolution to be adopted.
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly
constituted officers and members of the Board of Aldermen, and the attached copy of the Resolution is hereby
certified to be a correct copy of an official copy thereof, on file among the official records of the Board of
Aldermen, on this 30 day of r 1995.
By:
SEAL] town Secretary, Town of estlake, Texas
DFFOF,480 27084/11/17/95
218
A RESOLUTION ORDERING THE CREATION OF A NONPROFIT CORPORATION
PURSUANT TO THE TEXAS EDUCATION CODE, APPROVING ARTICLES OF
INCORPORATION AND BYLAWS FOR,AND APPOINTING THE INITIAL DIRECTORS
OF, SUCH CORPORATION, AND RESOLVING RELATED MATTERS
WHEREAS, Section 53.35(b) of the Texas Education Code (the "Act") authorizes this Board of
Aldermen, as the governing body of the Town of Westlake, Texas (the "Town"), to order the creation
of a nonprofit corporation (the "Corporation") to act on behalf of the Town as the Town's duly
constituted authority and instrumentality for the purpose of aiding institutions of higher education in
providing educational facilities and housing facilities and facilities incidental, subordinate, or related
thereto or appropriate in connection therewith (any such facilities, "Facilities");
WHEREAS, the Act authorizes the Corporation to issue revenue bonds to provide funds for any
of its purposes, including(without limitation)funds for the acquisition or construction of Facilities,which
Facilities need not be located within the town limits of the Town;
WHEREAS, the bonds and other obligations of the Corporation will not constitute obligations
whether special, general, or moral) of the Town;
WHEREAS, the Act provides that the directors of the Corporation are to be appointed by the Board
of Aldermen of the Town;
WHEREAS, this Board of Aldermen intends, by the adoption of this Resolution, to take all action
necessary to order the creation of the Corporation with all of the corporate powers and authority granted
under the Act;
WHEREAS, the Town desires that the Corporation establish and administer a program designed
to provide education and/or housing opportunities to deserving students residing in the Keller Independent r'
School District, the Carroll Independent School District, and the Northwest Independent School District ' x,
at the higher education institutions that are aided by the Corporation, which program shall be funded ,
exclusively from those funds (if any) of the Corporation that are not subject to a lien and/or pledge `
securing the Corporation's bonds or other obligations or required for the timely payment of the
Corporation's operation and maintenance expenses;
WHEREAS, the meeting at which this Resolution has been considered''was open to the public as
required by law, and public notice of the time, place, and subject of the meeting has been given in
accordance with Chapter 551, Government Code;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN
OF WESTLAKE, TEXAS.
SECTION 1. The findings and declarations contained in the preamble of this Resolution are hereby
incorporated as part of this Resolution.
SECTION 2. This Board of Aldermen hereby finds and determines that it is in the best interest of
the Town and its inhabitants that the Corporation, to be named as specified in the Corporation's articles
of incorporation (the "Articles"), be created pursuant to the Act to act on behalf of the Town as its duly
constituted authority and instrumentality for the purposes and with the powers and authority prescribed
by the Act.
DFFOE480 2708411
219
SECTION 3. This Board of Aldermen hereby orders the creation of the Corporation and approves
the Articles in substantially the form attached to this Resolution as an exhibit, and hereby authorizes the
incorporators of the Corporation bm identified in such Articles) 0z file the Articles with the Secretary
of State in a000rduuon with la*'. In the event that the oumn for the Corporation specified in such
Articles is not available, the incorporators are hereby authorized to cbuogn the Corporation's name in
the Articles without the further approval nfthe Town.
SECTION 4. This Board of Aldermen hereby appoints the persons identified in the Articles (none
of whom ivao officer oc employee nt the Town)tO serve as the initial members of the board of directors
of the Corporation.
SECTION 5. This Board of Aldermen hereby approves the initial bylaws of the Corporation in
substantially the form attached to this Resolution as an exhibit.
SECTION 6. It is intended that the Co o1lnohnodu\ycouubtutcduoUzorityaodiuutruuzoutaJity
of the Town within the,meaning of regulations and/or revenue rulings of the Treasury Department uud/oc _________ _
the Internal Revenue Service of the United 3tutcx promulgated oudcr Sections 103 and 115 of the
Internal Revenue Code ofl986.
SECTION 7' This Resolution shall take effect immediately upon its adoption.
oFFOFA80 27084
220
WESTLAKE ACADEMY
RESOLUTION NO. 19-13
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES UPDATING
THE MEMORANDUM OF UNDERSTANDING WITH THE WESTLAKE ACADEMY
FOUNDATION.
WHEREAS,the Board of Trustees desires to create the highest quality educational programs
and learning environment on campus for our students; and,
WHEREAS,the Board of Trustees has authorized affiliate groups to assist the Board in those
endeavors; and,
WHEREAS, the Westlake Academy Foundation is one of said affiliate groups and works to
raise funds and provide grants to the Academy; and,
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE
ACADEMY:
SECTION 1: that the Board of Trustees of Westlake Academy does hereby approve the
Memorandum of Understanding, attached hereto as Exhibit "A"; and further authorize the
Superintendent to execute this agreement.
SECTION 2: 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 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 WA 19-13
Page 1 of 6
221
SECTION 4: That this resolution shall become effective from and after its date of passage.
PASSED AND APPROVED ON THIS 5TH DAY OF AUGUST 2019.
rt Sri
ATTEST: Laura Wheat, President
Kelly dwar Town Secretary
APPROVED AS TO FORM:
th
anet S. Bubert or L. Stanton Lowry,
School Attorney
Resolution WA 19-13
Page 2 of 6
222
Exhibit "A"
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (M 0 U) is entered into by and between the Town of
Westlake ("Town"), as the charter holder of Westlake Academy ("Academy"), the Westlake
Academy Board of Trustees ("Academy Board") and the Board of Directors ("Foundation
Board") of the Westlake Academy Foundation (the "Foundation"), desiring to memorialize the
nature of the relationship between these entities, ratify and approve past activities and mutually
acknowledge, for the future,the respective obligations and rights of the parties.
A. Public Purposes: The Town and the Academy Board have identified the following
educational public purposes for the Academy's support of the Foundation:
1. Because of the uncertainty and restrictions inherent in the Texas public charter
school finance system, the Academy must seek alternative sources of revenue in
order to continue and/or enhance its education programs.
2.Maximization of alternative revenue sources requires strong community support.
3.Strong community support to assist the Academy in maximizing alternative
revenue sources requires reciprocal commitment and support from the Academy.
4.The Academy has realized gains from its investment in the Academy Education
Foundation through the provisionffacilities and personnel support.
5. The Foundation has provided grants to the Academy for capital improvements,
professional development,and support for general operating expenses.
6.Continuation of the momentum achieved in maximizing alternative revenue
sources through the Foundation requires a continual commitment from the
Academy.
7.Community involvement in raising money for educational programs achieves a
concurrent psychological and philosophical investment in the Academy.
8. The community's legitimate expectation is that the Academy supports the
Foundation through the Foundation's limited use of facilities, equipment and
personnel.
9. Solicitations of revenue by the Foundation helps relieve the fundraising burden of
the Town as the charter holder responsible for operations of the Academy and
allows the Academy's Superintendent, administrators,teachers and staffto increase
the focus on the Academy's educational mission.
Resolution WA 19-13
Page 3 of 6
223
10. All net revenues from fund-raising activities will be used to further the
Foundation's mission ofproviding financial support for the Academy.
11. In compliance with legal authority, which requires sufficient controls are in
place to ensure that the use of the Academy's resources serve a proper
educational purpose, it is necessary for the Town/Academy to have oversight
over any individual who represents the Academy or the Foundation in
seeking additional revenue sources.
B. Commitment: The Academy Board agrees to provide the following to the Foundation,
provided that the public purposes continue to be met and the controls identified herein
continue to be implemented, and subject to the Academy Board's continuing right
to refuse to appropriate the necessary funds in any budget year. All Academy support
shall be within the sole discretion of the Academy's Board, and such support shall
be monitored by the Academy Board and recorded in the accounting records as
donations to the Foundation.
1. The Town Manager/Superintendent will designate and/or hire, supervise,
evaluate, and manage an Executive Director/Director of Development position
for the Town of Westlake and Westlake Academy that will perform a mutually
agreed upon scope of services to adequately support the Foundation.
2. The Executive Director/Director of Development will report to the Town
Manager/Superintendent(the Superintendent),or his/her designee, and perform
various projects and tasks as identified by the Superintendent. The
Superintendent(or designee)will be responsible for working with the Executive
Director/Development Director to create and establish strategic goals and
objectives for the position which will include support of the Foundation, as well
as the Town/WA organization. Said goals will be established in consultation
with the Foundation President.
3. This position will be evaluated at least annually by the Superintendent (or
designee) who will solicit input from the Foundation President regarding the
evaluation for the portion of job duties, goals, and objectives set for the
Development Director that pertain to staff support of the Foundation.
The final annual performance evaluation, as well as compensation and
employment decisions for the Development Director, will be the responsibility
of the Superintendent (or designee), and will include other evaluative criteria
and expectations common to Westlake Academy/Town of Westlake senior
management positions.
4.Employees of the Town/Academy who support the Foundation shall not be
entitled to receive supplemental compensation directly from the Foundation.
Resolution WA 19-13
Page 4 of 6
224
C. Responsibilities of Foundation:
1.The Foundation is an instrumentality of the Town with all the authority granted
to a non-profit corporation organized in Texas and for the purpose of
providing financial support to the Academy.
2.The Foundation agrees that, during the term of this Memorandum of
Understanding,the Foundation will use its best efforts to solicit, collect, invest
and administer funds for the benefit of the Academy. In compliance with legal
authority which requires that the Academy show a return benefit to the Academy
for the use of any public resources that create a private benefit, the Foundation
agrees that, in each of the Foundation's fiscal years, the Foundation shall
contribute more to the Academy than the value of the Academy's contribution
to the Foundation or Academy funding may, in the Board's discretion, either
cease or be decreased for the coming fiscal year. For purposes of this
Agreement, amounts contributed to the Academy in any fiscal year shall not
include monies donated as a result of school tours, grant requests, or general
community development work unrelated to the Foundation's fund-raising
events and campaigns.
3. The Foundation agrees that any person working on behalf of Westlake
Academy and/or the Town of Westlake is subject to and must abide by all
policies and procedures of the Academy and/or Town of Westlake.
4. The Foundation agrees that it will continue to recognize the Academy as the sole
beneficiary of its solicitation programs.
D. Controls: The Academy Board and the Foundation Board agree on the following
controls,to ensure that aproper public educational purpose is served by this arrangement:
1.All Town of Westlake/Academy personnel that provide staff support to the
Foundation shall be at-will employees of the Town/Academy, under the direct
supervision and responsibility of the Town Manager/Superintendent (or designee).
Additionally, as stated in Section B, the Town Manager/Superintendent (or
designee) shall consult with the Foundation Board President or his/her designee
regarding the portion of that employee's annual performance evaluation as it
pertains to staff support provided to the Foundation, as well as any annual strategic
goals and objectives set mutually via collaboration and consultation with the Town
Manager/Superintendent and with the Foundation Board President.
2.The Foundation shall abide by all policies and procedures of the Town/Academy
related to facility and equipment use, personnel, public information, and all
other applicable policies.
3.The Foundation shall annually provide a cost-benefit evaluation to the
Resolution WA 19-13
Page 5 of 6
225
Town/Academy regarding the Academy's investment in the Foundation and the
Foundation's use of this investment for educational or public purposes. This
evaluation shall be presented annually to the Academy Board at a public Board
meeting.
4. In compliance with legal authority which requires that the Academy show a return
benefit to the Academy for the use of any public resources that create a private
benefit, the Academy shall determine each year, at the time of development of
the Academy's budget, whether adequate consideration has been received from
the Foundation in the previous fiscal year and will likely be received in the
following fiscal year, to assist the Board in determining funding for the coming
fiscal year.
5. The Foundation understands that, as a result of the Academy's investment in
the Foundation, the documents of the Foundation are subject to the Texas
Public Information Act, absent any specific exemption, and the Foundation
agrees to abide by the Texas Public Information Act.
This Memorandum of Understanding shall become effective on the last date signed by an
authorized representative of either party.
AGREED TO THIS 5th DAY OF AUGUST, 2019.
1141/14;9141(-t eirr7
Westla e Academy Board of Trustees WA Foundation President
President and Town of Westlake Mayor
Board of T tees Secretary WA Foundatioecretary
Town Manager/Superintendent
Resolution WA 19-13
Page 6 of 6
226
WESTLAKE ACADEMY
RESOLUTION NO. 12-10
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
APPROVING A POLICY RECOGNIZING THE AFFILIATE GROUPS OF WESTLAKE
ACADEMY; PROVIDING FOR GENERAL OPERATIONAL RESPONSIBILITIES AND
GUIDELINES.
WHEREAS, the Board of Trustees finds it important to recognize the Affiliate groups
for Westlake Academy; and
WHEREAS, the Board finds it necessary to promote financial stability, support student
engagement in the Academy and provide for sporting opportunities through our Affiliate groups,
and
WHEREAS, the Westlake Academy Board of Trustees finds that the passage of this
Resolution is in the best interests of the Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
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: The Board hereby adopts the policy known as the Affiliate Group
Guidelines attached to this resolution 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 Board 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 12-10
Page 1 of 2
227
PASSED AND APPROVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY, A CHARTER SCHOOL OF THE STATE OF TEXAS, ON
THE 7th DAY OF MAY 2012.
Laur "Wheat, President
ATTEST:
UIUCI-7jbX 6
177
Kelly dwar s Board Secretary f homas E. B r uperin endent
APPROV TO O M:
L. anton L vyvor!Bubert,
School Atto
Resolutio n 12-10
Page 2 of 2
228
TOWN OF WESTLAKE
WESTLAKE ACADEMY
BOARD OF TRUSTEES POLICY
Policy No. 5.09:
Date Board Adopted: May 7, 2012
Date Board Amended: NIA
Effective Date: May 7, 2012
Policy Name: Affiliate Group Guidelines
Policy Category: Governance
Policy Goal: To identify guidelines for the affiliate groups who work with Westlake
Academy through the communication and involvement of all stakeholders found within
the community and who work toward providing financial sustainability and support of the
students by operating an efficient affiliate organization with well-managed resources
designed to further the Academy's mission and vision statements.
Policy Description:
Affiliate groups of Westlake Academy must be identified as such by the Board of
Trustees and must comply with the requirements of this policy. An affiliate of Westlake
Academy is an organization designed to further the Academy's official mission, vision
and values and must have a formal organizational structure. The Board of Trustees
shall determine, in its sole discretion, whether an organization may be considered an
affiliate group of the Academy and may revoke such status at any time. As of the date
of this policy, which may be amended, Westlake Academy recognizes the following
affiliate groups:
House of Commons (Parent/Teacher Organization)
Westlake Academy Foundation
Westlake Academy Athletic Club
The House of Commons is the Parent/Teacher Organization, created to build, serve and
support the community, through the sponsoring of social and educational events,
assisting with filling the volunteer needs of the school and contributing financially to, or
for the benefit of, Westlake Academy.
The Westlake Academy Foundation exists to raise funds for the operational needs,
capital projects, and endowment requirements of Westlake Academy.
Resolution 12-10
Page 3 of 5
229
The Westlake Academy Athletic Club serves and supports the athletic program in
building student athletic participation within the community, through the organization of
fundraising events, hosting the athletic banquet, providing volunteers, marketing spirit
wear and making financial contributions directly to or for the benefit of Westlake
Academy athletics.
Any additions to the officially recognized affiliate groups require approval and
adherence to the basic operational guidelines, procedures and policies established by
Westlake Academy. Failure to comply with the policy and operational guidelines may
result in the loss of the groups affiliate status.
Organizational Structure
Affiliate groups shall organize and function in a way that is consistent with the
Academy's philosophy and objectives, within adopted Board policies, in accordance
with athletic guidelines and financial and audit regulations. Affiliate groups agree to
comply with all applicable local, state and federal laws, rules and regulations. Such
compliance shall include, but is not limited to the following:
Required IRS filings
Collection and reporting of any applicable sales tax
Obtain all necessary permits related to sales/use taxes or food handling
Fiduciary and Stewardship Responsibilities
Affiliate groups agree to present, at least annually a report to the Board of Trustees
including, but not limited to, these topics:
Events (both completed and planned for the coming year)
Financial reports, including an annual audit report
Anticipated budget/staff requests, projects, capital campaigns, or other major
purchases (if any) which may impact the budget planning process or the
expenditures of Westlake Academy and/or the Town of Westlake
The purpose of the report is to foster on-going dialogue between both the affiliate
groups and the Board of Trustees and improve efficiencies toward the betterment of the
educational outcomes at Westlake Academy. The scheduling of the annual report will
be handled through the Town Secretary's office and placed on the appropriate agenda.
Also, upon request, affiliate groups will participate, as needed, in the annual strategic
planning process and work toward achieving the identified goals and objectives of
Westlake Academy.
Background Checks
Individuals who wish to volunteer through the programs established by the affiliate
groups will be required to adhere to the volunteer policy established by the Westlake
Academy Board of Trustees and comply with all procedures for criminal history
background checks in accordance with state law.
Resolution 12-10
Page 4 of 5
230
Town (Academy) Logos
Each affiliate group who would like to use the restricted logos for the Town of Westlake,
Westlake Academy, or the Westlake Academy athletic teams must obtain written
approval on an annual basis. Request and approval procedures will be published in the
Operational Guidelines for Westlake Academy Affiliate Groups.
Operational Guidelines for Westlake Academy Affiliate Groups
Staff is directed to draft and maintain an Operational Guidelines document designed to
provide the affiliate group(s) with the information necessary to operate in compliance
with Academy policy and maintain the status of an affiliate group, which shall include,
but is not limited to:
a. Fundraising Procedures (raffles, vendor sales, etc.) — authorizing the use
of fundraising events to promote and support Westlake Academy and
provide for coordination between the authorized affiliates.
b. Events Hosting and Facility Usage — authorizing the hosting of annual
events to be sponsored by the groups, such as Bandana Bonanza,
Monster Mash, Baja, sports banquets, etc. and providing the necessary
contact information for groups to request access to the facilities according
to the Town's Facility Use Policy
c. Sporting Information — providing for the identification of the appropriate
sports league the Academy operates through for competitive sports teams
and information on the necessary rules and regulations.
d. Logo Usage — establish and communication the appropriate usage
guidelines for the Town/Academy logos in promoting the affiliate groups or
through the use of the authorized sportswear. .
e. Email Distribution List — identifying guidelines under which the parent
email listing may be used to disseminate information and allow for a
cooperative arrangement between each affiliate group to communicate in
a manner that considers each major fundraising / holiday 1 sports banquet
event.
f. Other items deemed necessary for operations.
Resolution 12-10
Page 5 of 5
231
I I! 3 1 9 1 1 5 `? 5
A RESOLUTION ORDERING THE CREATION OF A NONPROFIT CORPORATION
PURSUANT TO THE TEXAS EDUCATION CODE, APPROVING ARTICLES OF
INCORPORATION AND BYLAWS FOR, AND APPOINTING THE INITIAL DIRECTORS
OF, SUCH CORPORATION, AND RESOLVING. RELATED MATTERS
WHEREAS, Section 53.35(b) of the Texas Education Code (the "Act") authorizes this Board of
Aldermen, as the governing body of the Town of Westlake, Texas (the "Town"), to order the creation
of a nonprofit corporation (the "Corporation") to act on behalf of the Town as the Town's duly
constituted authority and instrumentality for the purpose of aiding institutions of higher education in
providing educational facilities and housing facilities and facilities incidental, subordinate, or related
thereto or appropriate in connection therewith (any such facilities, "Facilities");
WHEREAS, the Act authorizes the Corporation to issue revenue bonds to provide funds for any
of its purposes, including (without limitation) funds for the acquisition or construction of Facilities, which
Facilities need not be located within the town limits of the Town;
WHEREAS, the bonds and other obligations of the Corporation will not constitute obligations
whether special, general, or moral) of the Town;
WHEREAS, the Act provides that the directors of the Corporation are to be appointed by the Board
of Aldermen of the Town;
WHEREAS, this Board of Aldermen intends, by the adoption of this Resolution, to take all action
necessary to order the creation of the Corporation with all of the corporate powers and authority granted
under the Act;
WHEREAS, the Town desires that the Corporation establish and administer a program designed
to provide education and/or housing opportunities to deserving students residing in the Keller Independent
School District, the Carroll Independent School District, and the Northwest Independent School District
at the higher education institutions that are aided by the Corporation, which program shall be funded
exclusively from those funds (if any) of the Corporation that are not subject to a lien and/or pledge
securing the Corporation's bonds or other 'obligations or required for the timely payment of the
Corporation's operation and maintenance expenses;
WHEREAS, the meeting at which this Resolution has been considered was open to the public as
required by law, and public notice of the time, place, and subject of the meeting has been given in
accordance with Chapter 551, Government Code;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1. The findings and declarations contained in the preamble of this Resolution are hereby
incorporated as part of this Resolution.
SECTION 2. This Board of Aldermen hereby finds and determines that it is in the best interest of
the Town and its inhabitants that the Corporation, to be named as specified in the Corporation's articles
of incorporation (the "Articles"), be created pursuant to the Act to act on behalf of the Town as its duly
constituted authority and instrumentality for the purposes and with the powers and authority prescribed
by the Act.
DFR E480 2708411
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7 1 1 x 1 9 1 1 5 -? 7
SECTION 3. This Board of Aldermen hereby orders the creation of the Corporation and approves
the Articles in substantially the form attached to this Resolution as an exhibit, and hereby authorizes the
incorporators of the Corporation (as identified in such Articles) to file the Articles with the Secretary
of State in accordance with law. In the event that the. name for the Corporation specified in such
Articles is not available, the incorporators are hereby authorized to change the Corporation's name in
the Articles without the further approval of the Town.
SECTION 4. This Board of Aldermen hereby appoints the persons identified in the Articles (none
of whom is an officer or employee of the Town) to serve as the initial members of the board of directors
of the Corporation.
SECTIONS. This Board of Aldermen hereby approves the initial bylaws of the Corporation in
substantially the form attached to this Resolution as an exhibit.
SECTION 6. It is intended that the Corporation be a duly constituted authority and instrumentality
of the Town within the meaning of regulations and/or revenue rulings of the Treasury Department and/or
the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the
Internal Revenue Code of 1986.
SECTION 7. This Resolution shall take effect immediately upon its adoption.
DFFOFA B0 2708411
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MINUTES AND CERTIFICATION
On January 23, 1995 the Board of Aldermen of the Town of Westlake, Texas convened in regular meeting
at its regular meeting place in Westlake, Texas. The roll of the duly constituted officers and members of the Board
of Aldermen was called, which are as follows:
Name Title
Scott Bradley Mayor
Alvin Oien Alderman
Carroll Huntress Alderman
Jerry Moore Alderman
Howard Dudley Alderman
Fred Held Alderman
all of whom were present except the following absentee(s):
thus constituting a quorum.
Among other business, a written Resolution bearing the following caption was introduced:
A Resolution ordering the creation of a nonprofit corporation pursuant to the Texas Education Code,
approving articles of incorporation and bylaws for, and appointing the initial directors of, such
corporation, and resolving related matters
The Resolution was read by the Board of Aldermen.
After due discussion, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer
put the motion to a vote of the Board of Aldermen, and the Resolution was adopted by the following vote:
AYES:
NOES:
ABSTENTIONS:_
The Presiding Officer then declarers the Resolution to be adopted.
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly
constituted officers and members of the Board of Aldermen, and the attached copy of the Resolution is hereby
certified to be a correct copy of an official copy thereof, on file among the official records of the Board of
Aldermen, on this ,jo day of , 1995.
By:
SEAL] Town Secretary, Town of estsake, Texas
DFFOE480 2708411 111 M
234
In ft Me of the
Secretary of State of Texas
ARTICLES OF INCORPORATION FEB 0 2 1995
of
TEXAS STUDENT HOUSING CORPORATIO
CORPORATIONS SECTION
The undersigned natural persons, acting on behalf of and as directed by die Yawn ut westl=u,
Texas (the "Town"), as incorporators of a nonprofit corporation (the "Corporation") under Section
53.35(b), Texas Education Code (the "Act"), do hereby adopt the following Articles of Incorporation for
the Corporation:
ARTICLE I
The name of the Corporation is "Texas Student Housing Corporation."
ARTICLE 11
The Corporation is a nonprofit corporation created under the Act.
ARTICLE III
The duration of the Corporation is perpetual (subject to dissolution as provided in these Articles of
Incorporation).
ARTICLE IV
The purpose of the Corporation is to aid institutions of higher education in providing educational
facilities and housing facilities and facilities incidental, subordinate, or related thereto or appropriate in
connection therewith. The Corporation shall have all of the powers and authority granted under the Act
and other applicable law.
ARTICLE V
The Corporation shall have no members and is a nonstock corporation.
ARTICLE VI
The street address of the initial registered office of the Corporation is 3 Village Circle, Suite 207,
Westlake, Texas 76262, and the name of the initial registered agent at such address is Scott Bradley.
ARTICLE VII
All powers and authority of the Corporation shall be vested in a board of directors (the "Board"),
each member of which shall be appointed by resolution of the governing body of the Town. The number
of directors and their terms of office shall be fixed by the bylaws of the Corporation consistent with the
Act. The directors shall serve without compensation, except that they shall be entitled to reimbursement
for the actual expenses they incur in the performance of their official duties -
ARTICLE VIII
The number of directors constituting the initial Board shalt be nine. The respective names and
addresses of the initial directors, none or whom is an officer or employee of the Town, are as follows:
DF&QE3C9 2479913 1122195 "
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rfnncv 2479913 -2- -14%,
5 ?
1. Bill Walston 18501 SH 114
Justin, Texas 76247
2. Bob Minyard 4100 Aspen Lane
Westlake, Texas 76262
3. James P. Carter 204 Fresh Meadow Drive
r
Trophy Club, Texas 76262
4. Gary G. Wall 770 North Peytonville Boulevard
Southlake, Texas 76092
5. Carroll Schubert 613 Northwest Loop 410, Suite 900
San Antonio, Texas 78216
6. Forrest Watson 328 Lorine
Keller, Texas 76248
7. William R. Branum 1201 North Carroll
Southlake, Texas 76092
8. Worth Blake 244 Oak Hill Drive
Trophy Club, Texas 76262
9. Abe A. Bush, Jr. 2220 North Pearson Lane
Westlake, Texas 76262
ARTICLE IX
The respective names and street addresses of the incorporators, each of whom is a citizen of the
State of Texas and at least 18 years of age, are as follows:
1. AIvin Oien 1440 West Dove Road
Westlake, Texas 76262
2. Carroll Huntress 13580 Denton Highway
Westlake, Texas 76262
3. Jerry Moore 3030 Dove Road
Westlake, Texas 76262
j
4. Howard Dudley 1650 West Dove Road
Westlake, Texas 76262
5. Fred Held 4105 Aspen Lane
Westlake, Texas 76262
rfnncv 2479913 -2- -14%,
236
I l! 3 1 9 1 1 5? 3
ARTICLE X
On January 23, 1995 the governing body of the Town duly adopted a resolution ordering the
creation of the Corporation, authorizing the Corporation to act on behalf of the Town as its duly
constituted authority and instrumentality, and approving the form of these Articles of Incorporation.
ARTICLE XI
These Articles of Incorporation may be amended from time to time by a majority vote of the entire
membership of the Board with the approval of the governing body of the Town. Neither the
Corporation's initial bylaws nor any amendment thereof shall take effect until approved by the governing
body of the Town.
ARTICLE XII
No dividends shall be paid by the Corporation and no part of its earnings shall be distributed to or
inure to the benefit of the Corporation's directors or officers or to any private person, firm, corporation,
or association except in reasonable amounts for services rendered.
ARTICLE XIII
The governing body of the Town, in its discretion and without any action by the Board, may at any
time change the structure, organization, programs, or activities of the Corporation or may dissolve the
Corporation. If the Board determines that the Corporation's purposes have been substantially
accomplished, and all of the Corporation's debts and claims have been satisfied, or satisfaction thereof
has been provided for, the Board shall, upon approval by the governing body of the Town, dissolve the
Corporation. Any dissolution of the Corporation shall be subject to any limitations on the impairment z
of contracts prescribed by the respective constitutions and other applicable law of the United States of
America and the State of Texas. If the Corporation is dissolved when it has, or is entitled to, any interest
in any funds or other property of any kind (real, personal, or mixed), such interest shall not be
transferred to private ownership but shall be transferred and delivered to the Town (after satisfaction or
provision for satisfaction of the Corporation's debts and claims has been made).
ARTICLE XIV
No substantial part of the Corporation's activities shall consist of propagating propaganda or
attempting to influence legislation. The Corporation shall not participate in any political campaign on
behalf of or in opposition to any candidate for public office.
FFVE3e9 2479913 -3- -
1"-
237
1 1 1. ? 1 `i 1 1 S?
N WITNESS WHEREOF, we have executed these Articles of Incorporation on this 3 day
of , 1995.
AZ
1 —
Incorporator
Incorporator
Incorporator/
Incorporator
Inco orator
STATE OF TEXAS §
COUNTY OF TARRANT §
I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this -:? --)_
day o , 1995, personally appeared before me ALVIN OIEN, CARROLL HUNTRESS,
JERRY MOORE, HOWARD DUDLEY, and FRED HELD who, being by me first duly sworn, severally
declared that they are the persons who signed the foregoing document as incorporators and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written.
SEAL]
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Notary Public, State of Te
AleLi-' le S
printed name]
My Commission Expires: /-
DfFOF3C9 2479913 -4- -141`'
238
BYLAWS
of the
TEXAS STUDENT HOUSING CORPORATION
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION 1.1. Powers of Co oration. The Texas Student Housing Corporation (the
Corporation") shall have all of the powers and authority granted to nonprofit corporations under Section
53.35(b), Texas Education Code, as amended (the "Act").
SECTION 1.2. Records. The Corporation shall keep complete corporate and financial records and
minutes of the proceedings of its board of directors (the "Board") and of committees (if any) of the Board
in accordance with applicable law. Such records and minutes shall be made available for inspection at
all reasonable times by any member of the Board (any such member, a "Director") or such Director's
authorized agent or by any authorized representative of the Town of Westlake (the "Town").
SECTION 1.3. Regulations. The Corporation, by action of the Board, may promulgate regulations
the "Regulations") governing the Corporation's operation. The Regulations shall not conflict with, and
shall be subject to, these Bylaws and the Corporation's Articles of Incorporation (the "Articles").
SECTION 1.4. Staffing, Functions. Staff functions of the Corporation may be performed by
employees of the Town, under the direction of the Town CIerk, subject to payment by the Corporation
of the actual costs of such staff functions to be performed, as from time to time may be billed to the
Corporation by the Town. The Corporation shall pay such bills upon receipt (or as promptly thereafter
as practicable) from any of its funds available for such payment.
SECTION 1.5. Administrative Fees. The Regulations may prescribe fees payable by applicants
for financial participation and/or assistance by the Corporation and such other fees and charges as the
Board determines appropriate to defray the administrative expenses incurred in the operation of the
Corporation.
SEC:TON 1.6. Student Assistance Program. The Corporation shall promulgate Regulations
establishing and providing for the administration of a program designed to provide education and/or
housing assistance to deserving students residing in the Keller Independent School District, the Carroll
Independent School District, and the Northwest Independent School District at the institution(s) of higher
education that are aided by the Corporation (such program, the "Student Assistance Program"). The
Regulations governing the Student Assistance Program shall provide a preference in the awarding of
student assistance to students who reside in the Town (and who otherwise qualify for assistance). The
Student Assistance Program shall be funded exclusively from those funds (if any) of the Corporation that
are not subject to a Igen and/or pledge securing the Corporation's bonds or other obligations or required
for the timely payment of the Corporation's operation and maintenance expenses.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. Management of Corporation. The Board is responsible for the management of the
Corporation.
SECTION 2.2. Number Appointment Term Dis ualifications and Removal of Directors. The
DFFOE576 2479913 v2of95
239
Board shall consist of nine Directors. The Directors constituting the initial Board are those specified in
the Articles. Subsequent Directors (including Directors filling vacancies) shall be appointed by the
governing body of the "Town. The term of each Director is two years, provided that a Director shall
continue to serve until his/her successor is appointed and assumes office. No officer or employee of the
Town may serve as a Director. Any Director may be removed at any time (with or without cause) by
the governing body of the Town.
SECTION 2.3. Meetings of Directors. (a) The Board may hold its meetings at any place
designated (from time to time) by the Board. In the absence of any such designation, meetings shall be
held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times
and places as designated by resolution of the Board. A special meeting of the Board shall be held
whenever called by the president or the secretary of the Corporation or by the Board at the time and place
specified by the authority calling such special meeting. Unless otherwise indicated in the notice of a
special meeting, any matter that may be acted upon by the Board at a regular meeting may be acted upon
at a special meeting.
b) Except as otherwise provided by law, notice to Directors of a regular meeting is not required.
Notice of the time and place of each special meeting shall be given to each Director (either by personal
delivery, United States mail, telephone, or telecopy) not later than two hours in advance of such meeting.
Notice of any Board meeting to persons other than Directors shall be given if and to the extent required
by law.
c) Attendance of a Director at a meeting shall constitute a waiver by such Director of any notice
of such meeting, unless such Director attends the meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver
of a notice in writing, signed by any person entitled to such notice (whether before or after the time for
such giving such notice) shall be deemed to be the equivalent to the giving of such notice.
SECTION 2.4. Quorum. A majority of the number of Directors fixed by these bylaws as
constituting the Board shall constitute a quorum for the transacting of the business of the Corporation.
The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall
constitute the act of the Board except as otherwise required by law or by these Bylaws or the Articles.
SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order
as the Board may determine.
SECTION 2.6. CommittM. The Board, by resolution adopted by a majority of the Directors in
office, may designate one or more committees that, to the extent provided in such resolution, shall have
the authority of the Board in the management of the Corporation. Each such committee shall consist of
two or more Directors. Committees that do not have the authority of the Board in the management of
the Corporation may be designated by resolution of the Board or by the president of the Corporation, and
membership on any such committee need not be limited to Directors.
SECTION 2.7. Unanimous Consent of Directors. Any action required to be taken at a meeting
of the Board or that may be taken at a meeting of the Board or by any committee may be taken without
a meeting if a consent (or consents) in writing, setting forth the action to be taken, is (are) signed by all
Directors in office or by all of the members of the committee (as the case may be). Such consent(s) shall
have the same force and effect as a unanimous vote of the Board and may be stated as such in any
document filed with the Secretary of State under, the Act or otherwise executed and delivered by (or on
behalf of) of the Corporation.
DMF576 2474913 -2-
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SECTION 2.8. Compensation of Directors. Directors are not entitled to receive any compensation
for their services as Directors, except for reimbursement of their actual expenses incurred in the
performance of their official duties.
ARTICLE III
OFFICERS
SECTION 3.1. Office Titles. The officers of the Corporation shall be a president, a vice
president, a secretary, a treasurer, and such other officers as the Board may from time to time appoint.
The same person may hold more than one office, except that the president shall not hold the office of
secretary.
SECTION 3.2. Appointment, Term. Removal, Vacancy of Offices. Each officer shall be appointed
by the Board for a term of two years and shall continue to serve until histher successor is appointed and
assumes office. Each officer is subject to removal from office (with or without cause) at any time by the
vote of a two-thirds majority of the Directors in office. A vacancy in any office shall be fillers in the
same manner as the original appointment for the unexpired term thereof.
SECTION 3.3 President. The president shall preside at all meetings of the Board. The president
is the chief executive officer of the Corporation and, subject to the control of the Board, shall have
general charge and supervision of the management of the affairs of the Corporation. The president shall
cause all orders and resolutions of the Board to be put into effect. The president shall sign and execute
all legal documents and instruments in the name of the Corporation when authorized to do so by the
Board, except when the signing and execution thereof is delegated by the Board to some other officer or
to an agent of the Corporation.
SECTION 3.4. Vice -President. The vice-president shall, in the event of the absence or disability
of the president, discharge the powers and duties of the president, and the vice-president shall perform
such additional duties as may be assigned from time to time by the Board.
SECTION 3.5. Secretary. The secretary shall have charge of the records and correspondence of
the Corporation under the direction of the president. The secretary is responsible for the giving of notice
of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep
minutes of, and record all votes cast at, such meetings. The secretary shall discharge such other duties
as may be assigned from time to time by the president or the Board.
SECTION 3.6_ Tr. urer. (a) To the extent not otherwise provided in any resolution of the Board
relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by
the Board to provide security therefor, the treasurer shall have the custody of all the funds and securities
of the Corporation and shall deposit them to the credit of the Corporation in such banks or other
depositories as the Board may designate.
b) The treasurer shall keep proper books of account and other records showing at all times the
amount of the funds and other property belonging to the Corporation and of all receipts and disbursements
of the Corporation. The treasurer shall, under the direction of the Board, disburse all money and sign
all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also
make such transfers and other dispositions of the securities of the Corporation as may be ordered by the
Board.
c) The treasurer shall also discharge such additional duties as may be assigned from time to time
DME575 24799a 3-
241
by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall
render to the president and to the Directors an account of all transactions of the treasurer and of the
financial condition of the Corporation upon request.
SECTION 3.7. C!2mVeg5at1qn pf Officers. Officers are not entitled to receive any compensation
for their services as officers, except for reimbursement of their actual expenses incurred in the
performance of their official duties.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the
Board.
SECTION 4.2. Resignation. Any Director or any officer of the Corporation may resign at any
time. A resignation shall be made by written instrument and shall take effect at the time specified therein
or, if no' time is so specified, at the time of its receipt by the president or the secretary of the
Corporation. The acceptance of a resignation is,, not necessary to make it effective unless expressly so
provided in the instrument of resignation.
SECTION 4.3. Fiscal Year. The fiscal year of the Corporation shall be the annual period
determined by resolution of the Board.
SECTION 4.4. SSeA. The official seal of the Corporation shall be as determined by the Board.
Such seal shall not be necessary to the proper execution by the officers of the Corporation of any
document or instrument unless otherwise specified by the Board.
SECTION 4.5. Amendments. These bylaws may be amended at any time, and from time to time,
by resolution of the Board, which amendment shall not take effect until approved by the governing body
of the Town.
SECTION 4.6. Interpretation. These Bylaws shall be liberally construed to effect the purposes of
the Corporation. If any part of these Bylaws is ruled invalid by a court of competent jurisdiction, the
remainder of these Bylaws shall remain in effect to the fullest extent possible under the application of
such ruling. References in these Bylaws to the singular number shall include the plural and vice versa
unless the context otherwise requires).
DFFOE576 2479913 -4-
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Town of Westlake
Staff Report
1500 Solana Blvd
Building 7, Suite 7100
Westlake, TX 76262
File #:WA RES 23-22 Agenda Date:11/6/2023 Agenda #:
J.11.
ACADEMY STAFF REPORT RECCOMENDATIONS
Consider approving WA Resolution 23-22 approving the second year of a two-year contract with Dickson
Educational Services for PEIMS support; and take appropriate action (Darcy McFarlane, Accountability
Director)
STAFF: Darcy McFarlane, Accountability Director
BACKGROUND:
In September 2022 Westlake Academy contracted with Dickson Educational Services to provide PEIMS Plus
Partner support services during the implementation and first two years of using PowerSchool Student
Information System (SIS).As we were implementing a new SIS system this service was needed to ensure we
were able to meet TEA reporting requirements.
DISCUSSION:
The first year we used Dickson Educational Services (Dickson ES) to prepare and submit all of our state
reporting. In addition to running and submitting our PEIMS and TSDS Core reports to TEA, Dickson ES also
provided technical knowledge and support to help us transition during the process of moving and reporting
from Ascender to PowerSchool. The second year of the contract with Dickson will include the same services
and will be a training year where we will have access to enhanced personal training for a full transition to
PowerSchool reporting.
In year one of the contract it was necessary for Westlake Academy to report PEIMS out of both PowerSchool
and our old SIS, Ascender. Dickson Educational Services is one of only a few, if not the only company who
offers support for both of these platforms and could assist us in combining our student and staff information
from the two systems to make it possible to submit our three largest state reports last year. TEA requires 17 plus
reports per year on our whole school population, at least four SPED reports and this year we are required to
submit a Civil Rights Data Collection for the Department of Education; all of this information will come from
PowerSchool. While we now have a PowerSchool Administrator we are still building and implementing
PowerSchool and learning how our full system, including the business side, works with the TEA reporting. Not
meeting these 21 plus deadlines and/or submitting dirty data can have a negative impact on both funding and
ratings so it is imperative that we can verify that our data is correct, that our data pulls correctly out of
PowerSchool and that it uploads to TEAs system.
FISCAL IMPACT:
Town of Westlake Printed on 11/2/2023Page 1 of 2
powered by Legistar™243
File #:WA RES 23-22 Agenda Date:11/6/2023 Agenda #:
J.11.
This is the second year of a two-year contract at $43,620 per year.
STAFF RECOMMENDATION:
Staff recommends approving the resolution, as presented.
BOARD OF TRUSTEES ACTION/OPTIONS:
1)Motion to approve
2)Motion to amend with the following stipulations (please state stipulations in motion)
3)Motion to table
4)Motion to deny
Town of Westlake Printed on 11/2/2023Page 2 of 2
powered by Legistar™244
WA Res 23-22
Page 1 of 3
WESTLAKE ACADEMY
WA RESOLUTION 23-22
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
APPROVING THE CONTINUATION OF THE TWO-YEAR CONTRACT WITH
DICKSON EDUCATIONAL SERVICES FOR PEIMS SUPPORT.
WHEREAS, Westlake Academy’s mission is to support students as they become
compassionate, life-long learners through an internationally-minded, balanced education that
empowers students to contribute to our interconnected world; and
WHEREAS, The proposed resolution supports continuing the two-year contract with
Dickson Educational Services; and
WHEREAS, The proposed resolution supports continued PowerSchool support and
training to ensure State and Federal reporting is reported correctly; and
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
SECTION 1: That, all matters stated in the recitals herein above are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Board of Trustees Westlake Academy, hereby approves the
continuation of the two-year contract with Dickson Educational Services attached to this resolution
as Exhibit “A”.
SECTION 3: If any portion of this resolution shall, for any reason, be declared invalid by
any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof
and the Council hereby determines that it would have adopted this Resolution without the invalid
provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 9th DAY OF OCTOBER 2023.
245
WA Res 23-22
Page 2 of 3
________________________________
Sean Kilbride, President
ATTEST:
________________________________
Amy M. Piukana, Board Secretary
APPROVED AS TO FORM:
___________________________
Janet S. Bubert, School Attorney
246
WA Res 23-22
Page 3 of 3
Res 23-18
Exhibit “A”
247
Form 2021.01.26 Page 1 of 8 Initial:
Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Order Information
Prepared By: J. GAVIN DICKSON
Phone: 682-841-1183
Date: 08/02/2022
Terms: 30
Expiration: 09/02/2022 Email: JGDICKSON@JGDICKSON.COM
Contact Information
Name of LEA: WESTLAKE ACADEMY
Contact Name: DARCY MCFARLANE Contact Phone: 817-490-5765
Contact Email: DMCFARLANE@WESTLAKEACADEMY.COM
Bill to Name: Billing Phone:
Billing Address
City/State/Zip:
Bill to Email:
Purchase and Pricing Agreement
Product Start Date End Date Price per
Unit Qty Price
PEIMS PLUS+ PARTNER (2 YEAR AGREEMENT) 09/01/2022 08/31/2023 $3,510.00 12.0 $42,120.00
(SEE OUTLINE OF SERVICES)
PEIMS AUDIT REPORTS AND ARCHIVE ADD-ON 09/01/2022 08/31/2023 $1,500.00 1.0 $1,500.00
ADMINISTRATIVE FEE 09/01/2022 09/01/2023 $18,000.00 1.00 $18,000.00
ANNUAL AGREEMENT DISCOUNT 09/01/2022 08/31/2023 ($18,000.00) 12.0 ($18,000.00)
PARTIAL MONTH SERVICE 08/15/2022 08/31/2022 $2,000.00 1.00 $2,000.00
Total $45,620.00
Purchase Options (Check the desired payment option)
Purchase Order Number:
Purchase Order Number will be mailed/emailed within fourteen days
Check will be mailed within fourteen days
X Requesting payment plan. (Reference Terms)
Details: MONTHLY PAYMENTS BEGINNING 10/01/2022 AT $3,635.00 PER MONTH
SW
Marlene Rutledge
2600 J T Ottinger Road
Town of Westlake, TX 76262
finance@westlakeacademy.org
8174905757
SW202-0811A
248
Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Terms and Conditions (Part 2)
Form 2021.01.26 Page 2 of 8 Initial:
1) Purpose. The purpose of this Agreement to Provide Services (<Agreement=) is to establish the terms and
conditions for the outlined products and services between:
SERVICE PROVIDER: DICKSON EDUCATIONAL SERVICES, LLC
and
LEA: WESTLAKE ACADEMY
2) Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same Agreement. Facsimile or Electronic signatures shall
have the same force and effect as an original.
3) Payments. Dickson Educational Services, LLC (the <Service Provider= or <Provider=) will invoice upon receipt of
this Agreement. The named LEA shall be responsible for all Fees as identified in this Agreement and agrees to
remit full payment to Accounts Payable promptly upon its receipt of the invoice and no later than 30 days after
the date of the invoice.
4) Correspondence. All correspondence and notices to the Provider related to this agreement shall be sent to:
Dickson Educational Services, LLC
PO Box 131
Haslet, Texas 76052
billing@jgdickson.com
5) Payment Plan. If an LEA selects "Payment Plan" under "Purchase Options,= payments will be divided over the
period of the agreement (the <Agreement Period=), provided that any balance owed to Service Provider as of the
termination this Agreement shall become immediately due and payable upon termination. Service Provider will
present invoices on the first of each month and the named LEA agrees to remit the invoiced amount to Accounts
Payable promptly upon its receipt of the invoice.
6) Late Fee. Payments not received within 30 days of the invoice date are subject to interest charged to the maximum
extent of the law. Failure to timely make any payment may result in suspension or termination of the Agreement
in Service Provider’s discretion.
7) Reimbursement of Expenses. Service Provider is entitled to reimbursement for reasonable expenses related to
the completion of the outlined agreement if written prior approval from the LEA is obtained.
8) Travel. The <Outline of Services= section included with this agreement outlines any included prepaid travel.
Additional travel not included within the agreement must be agreed upon in writing between the LEA and Service
Provider and is subject to 1) the IRS business standard mileage rate in effect during the Agreement, as modified
or amended, 2) for time spent in transit, half the hourly rate referenced in Paragraph 11, and 3) $200 per night
per employee for lodging expenses.
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Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Terms and Conditions (Part 3)
Form 2020.12.07 Page 3 of 8 Initial:
9) Business Hours. Service Provider operates Monday through Friday from 8:30 to 4:30 and observes most major
holidays and breaks recognized by Texas public schools including Labor Day, Martin Luther King Day, President's
Day, Thanksgiving, Winter Break, Good Friday, Spring Break, Memorial Day, and Independence Day. LEAs may
contact the Service Provider for an official operations calendar.
10) Timelines. The LEA must provide reasonable notice to Service Provider of any and all timelines requiring more
than one (1) hour of labor from Service Provider. Reasonable Notice will be defined as Service Provider receiving
written notice 24 hours per required hour of labor or one (1) week notice for every eight (8) hour day of required
labor. Failure to provide minimum notice will result in the LEA being charged an expedited hourly rate of $95.00
up to $760.00 per eight-hour day. Tasks that require labor outside of normal business hours including evenings,
weekends, or holidays will be charged an hourly rate of $120.00.
The Service Provider will notify the LEA of failure of the LEA to provide Reasonable Notice. LEA will have the
option of adjusting the timeline or providing written agreement to pay the expedited fee prior to the completion
of requested task.
11) Outline of Services. Service Provider will provide all services outlined within the Outline of Services section found
within this Agreement. The LEA is responsible for reviewing the Outline of Services prior to authorizing this
Agreement. Requested services not included within the Outline of Services must be submitted in writing and are
subject to the hourly rate of $95.00 for task completion unless otherwise included in a separate Agreement to
Provide Services.
12) Merger Clause; No Reliance. This Agreement (including attachments) contains the entire agreement and
understanding among the parties hereto, and supersedes all other agreements and understandings among the
parties, whether oral or written, with respect to the particular engagement covered by this Agreement. There are
no, and neither party is relying on any, representations, warranties, understandings, or agreements, whether oral
or written, other than the express written terms of this Agreement (including attachments).
13) Assignment. This Agreement may not be assigned by either party without the express written consent of the other
party.
14) Modification. This Agreement may not be amended or modified except by a written agreement signed by both
parties.
15) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original,
and all of which shall be deemed to be one and the same instrument, notwithstanding that all signatures may not
appear on the same counterpart.
16) Prior Agreements. This Agreement is intended to cover only the services specified herein and limited to the dates
of service outlined under the Purchasing and Pricing Agreement. This Agreement does not automatically include
or extend prior services unless otherwise specifically stated. This Agreement is a separate and discrete event and
any future services will be covered by a separate agreement to provide additional services.
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250
Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Terms and Conditions (Part 4)
Form 2020.12.07 Page 4 of 8 Initial:
17) Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas, without regard to its conflicts of laws provisions. Upon timely written notice of any dispute arising under
this Agreement, the parties shall have 60 days to attempt to resolve the dispute by negotiation between
representatives who have authority to settle the dispute. The mandatory and exclusive venue for the adjudication
or resolution of any dispute arising out of this Agreement shall be in Fort Worth, Texas.
18) Notices. Any notice given pursuant to this Agreement shall be given in writing and delivered or mailed by Certified
or Registered United States Mail, postage prepaid, to the addresses listed on page one unless otherwise noted
here. All such notices or other communications shall be deemed to have been received:
a. On the date of facsimile transmission and machine confirmed receipt, if sent by facsimile transmission;
b. On the third business day after being mailed by registered or certified mail;
c. on the next business day after being sent via commercial overnight courier;
d. on the date sent, if sent via electronic mail with receipt of confirmation.
19) Term & Termination. At the end of the initial term of this Agreement, this Agreement shall automatically renew
for an additional 12 months unless either party has given sixty days written notice of termination.
Notwithstanding the forgoing renewal provision, either party may terminate this Agreement if the other party
breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof
and, additionally, Service Provider may terminate this Agreement for non-payment on at least thirty (30) days
written notice.
The LEA shall be responsible for all obligations to make payments to Service Provider for all services and products
provided, and expenses incurred, through the effective date of termination of this Agreement. In the event of
early termination of a multi-year agreement, the LEA agrees to pay the pro-rated price without the Annual
Commitment Discount.
20) Final Invoice. Promptly following the termination of this Agreement, Service Provider will give LEA a final invoice
for any remaining amounts owed under this Agreement, including for services and products provided, and
expenses incurred, by Service Provider through the effective date of termination. LEA shall pay such invoice
subject to the terms of paragraphs 3 and 6 above.
21) Governmental Immunity. Nothing in this Agreement shall be deemed to waive, modify or amend any legal
defense available at law or in equity to either party nor create any legal rights or claim on behalf of any third party.
22) Public Information. This Agreement including all documents and all electronic information in either parties’
possession may be subject to the provisions of the Texas Public Information Act.
23) Relationship of Parties. This Agreement does not create and shall not be construed by the parties or any third
person as creating any agency, partnership, joint venture, or employment or special relationship between the
parties. The relationship of the parties shall be solely that of independent contractors.
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Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Terms and Conditions (Part 5)
Form 2020.12.07 Page 5 of 8 Initial:
24) Background Checks. At any time prior to or during the term of this Agreement, all staff, subcontractors, and agents
of Service Provider performing services under this Agreement shall undergo and pass a background check. Such
background investigation may include, but shall not be limited to, criminal conviction information obtained
through fingerprints submitted to the Texas Department of Public Safety.
25) Confidentiality. In regard to the use and transfer of data and information that is subject to State and Federal
confidentiality laws and to ensure that the required confidentiality of personally identifiable information shall
always be maintained, Service Provider agrees to comply with the provisions of FERPA and applicable state law.
For the purposes of the Agreement and the specific projects conducted pursuant to the Agreement and described
in addenda to the Agreement, FERPA includes any amendments or other relevant provisions of federal law, as
well as all requirements of 34 CFR Part 99 and 20 U.S.C. § 1232g. This Agreement may not be construed to allow
either party to maintain, use, disclose, or share student record information in a manner not allowed under Federal
law or regulation or applicable state law or regulation.
Service Provider requires all employees, contractors, and agents of any kind to comply with the Agreement and
all applicable provisions of FERPA and other federal and state laws with respect to the data and information shared
under the Agreement. Service Provider agrees to require and maintain an appropriate confidentiality agreement
from each employee, contractor, or agency with access to data pursuant to the Agreement. Service Provider is
not authorized to share data and information provided under the Agreement and addenda with any other
individual or entity for any purpose other than in connection with the performance of this Agreement.
26) Independence. For Service Provider to maintain the integrity and security of LEA data, correspondence, and
documentation, Service Provider is required to be independent, in both fact and appearance, with respect to your
LEA in the performance of our services. Any discussions that the LEA has with personnel of Service Provider
regarding employment could pose a threat to our independence and betray the trust of those we serve. Therefore,
we request that the LEA inform the Provider prior to any such discussions so that we can implement appropriate
safeguards to maintain our independence. If the LEA is unable to inform the Provider prior to any such discussions,
then the LEA will make reasonable efforts to inform the Provider within three (3) business days of any such
discussions. During and for two years after the termination of this Agreement, LEA agrees not to solicit, directly
or indirectly, any employee or contractor of Service Provider to terminate or materially alter their relationship
with Service Provider. In addition, unless waived by Service Provider, if a Service Provider employee is hired by an
LEA while LEA is under an active agreement or within six months of the termination of an agreement with the
Service Provider, the LEA agrees to pay the Service Provider a search fee equal to 20% of the employee’s base LEA
compensation no later than 90 days from the first day of employment.
27) No Indemnification by District. The parties agree, understand and acknowledge that nothing in any agreement,
addendums, exhibits or other terms or conditions shall impose a duty on the District to Indemnify Dickson
Education al Services, LLC or other third parties. The parties expressly agree that such a duty is prohibited by Texas
law.
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252
Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Terms and Conditions (Part 6)
Form 2020.12.07 Page 6 of 8 Initial:
28) Limited Liability. Service Provider is not a law firm, does not act as the attorney for the LEA, and is not a substitute
for advice from an attorney. Per Texas Administrative Code §129.21, final coding determinations are the
responsibility of the LEA and its designated Superintendent. Service Provider cannot make final determinations
related to codes or data elements reported for the purpose of accountability and funding. The LEA is ultimately
responsible for providing and maintaining required documentation and following legally required protocols for
document maintenance outlined in the Texas Education Code, the Texas Administrative Code, the Student
Attendance Accounting Handbook, by the Texas State Library and Archives Commission, and other applicable
document maintenance requirements published in the State of Texas. The LEA is responsible for reviewing and
verifying all reports and publications for accuracy in relation to all data elements impacted by this agreement. To
the maximum extent permitted by law, neither party shall be liable for any consequential, special, incidental, or
exemplary damages, or any lost profits or data.
29) HB 89. In compliance with Texas House Bill 89, Service Provider does not boycott Israel and will not boycott Israel
during the term of this agreement.
SW
253
Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Form 2020.02.27 Page 7 of 8 Initial:
Outline of Services
PEIMS PLUS+ Partner
• Serve as a trainer, advisor, and technical service provider to the LEA’s acting PEIMS Coordinator.
• Assist the LEA’s acting PEIMS Coordinator in PEIMS related submissions and tasks as outlined within this section.
• District level review and Superintendent Conference of TSDS Summary Reports.
• Technical assistance in PEIMS related student data determination and PEIMS reporting. ††
• Individualized training for your current registrar(s) and data clerk(s).
• Partner with local service center for troubleshooting, data accuracy and compliance. +
• Review TSDS PEIMS errors and provide guidance on error resolution. *
• Secure file transfer and storage of PEIMS related documents.
• TSDS PEIMS and Student Information Report Review for district and all related campuses.
• Review of Fall Collection TSDS Reports.
• Review of Midyear Collection TSDS Reports.
• Review of Extended Year TSDS Reports.
• Review of Summer Collection TSDS Reports.
• Submit files through TSDS PEIMS system: Submission 1, 2, 3, & 4, Class Roster Collection, Residential Facility
Tracker (if applicable), ECDS, and Charter School Waitlist (if applicable). *
• Provide guidance to PEIMS Coordinator in submission error corrections.
• LEA Review and guidance of Economic Disadvantaged Reports.
• LEA Review and guidance of ESL / LEP / Bilingual Reports.
• LEA Review and guidance of Gifted and Talented Reports.
• LEA Review and guidance of Special Education Reports.
• LEA Review of Title I Reports.
• Review of required documentation for student TSDS PEIMS submissions.
+ Communication with the local service center requires that the LEA have a PEIMS contract with the local ESC
* Reference timeline requirements and possible fees outlined within terms
^ SIS troubleshooting is limited to Student PEIMS related issues
†† Onsite training or onsite support is subject to the daily rate plus travel expenses as outlined within terms
Final coding determinations must be made by the contracted LEA including, but not limited to schedule changes, grades,
special program identifiers, and student identity information. Dickson Educational Services, LLC will provide guidance in
legal reporting requirements and identification, but the LEA is ultimately responsible for providing and maintaining
required documentation and following legally required protocol as outlined in the Texas Education Code, Student
Attendance Accounting Handbook, and Texas Administrative Code.
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254
Agreement to Provide Services
Dickson Educational Services, LLC
808 Schoolhouse Road, Suite 104
Haslet, TX 76052
Form 2020.12.07 Page 8 of 8 Initial:
Agreement and Acceptance
This Agreement to Provide Services is valid until the stated expiration date.
Upon acceptance, all pages of the Agreement must be initialed, signed, and returned to Service Provider on or before
the expiration date via mail or email. Alternatively, this Agreement may be executed by DocuSign. If applicable, when
returning the Agreement, please submit a copy of the purchase order.
By signing below, representatives acknowledge that they have authority to act on behalf of the LEA or Service Provider
and agree to the provisions, terms, and conditions outlined within the Agreement.
Name of LEA: WESTLAKE ACADEMY
Signature: Date:
Printed Name: Title:
Service Provider: DICKSON EDUCATIONAL SERVICES
Signature: Date: 08/02/2022
Representative: J. GAVIN DICKSON Title: CEO / FOUNDER
Contact Address
Customer Contact Address for Notices Provider Contact Address for Payments and Notices
DICKSON EDUCATIONAL SERVICES, LLC
PO BOX 131
HASLET, TEXAS 76052
BILLING@JGDICKSON.COM
Sean Wilson Head of School
08/11/2022
Sean Wilson
Westlake Academy
Town of Westlake, TX 76262
finance@westlakeacademy.org
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255
TRANSACTION DETAILS DOCUMENT DETAILS
Reference Number
DAD068CD-0F6A-46A2-B826-84D552FDE148
Transaction Type
Signature Request
Sent At
08/03/2022 12:07 CDT
Executed At
08/11/2022 17:32 CDT
Identity Method
email
Distribution Method
email
Signed Checksum
25e0fbc876a0eefbe906324cf223114ec44f633efb834823bb2f8058c10f675c
Signer Sequencing
Disabled
Document Passcode
Disabled
Document Name
2022-08-02 - Agreement For Services Westlake Academy - Peims Plus Partner
Option 2
Filename
2022-08-02_-_agreement_for_services_westlake_academy_-
_peims_plus+_partner_option_2_.pdf
Pages
8 pages
Content Type
application/pdf
File Size
449 KB
Original Checksum
0105355c949886dda8a76fec39f9980898f7b4eb6c5c7aba695f58f307045474
SIGNERS
SIGNER E-SIGNATURE EVENTS
Name
Darcy McFarlane
Email
dmcfarlane@westlakeacademy.org
Components
25
Status
signed
Multi-factor Digital Fingerprint Checksum
2a32f631c5ba414272da5404fb473c33c78fba133287906008aaea066f38db45
IP Address
67.204.30.20
Device
Chrome via Mac
Drawn Signature
Signature Reference ID
1C7758C6
Signature Biometric Count
162
Viewed At
08/11/2022 17:28 CDT
Identity Authenticated At
08/11/2022 17:32 CDT
Signed At
08/11/2022 17:32 CDT
AUDITS
TIMESTAMP AUDIT
08/03/2022 12:07 CDT J. Gavin Dickson (jgdickson@jgdickson.com) created document '2022-08-02_-
_agreement_for_services_westlake_academy_-_peims_plus+_partner_option_2_.pdf' on Chrome via
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SIGNATURE CERTIFICATE
REFERENCE NUMBER
DAD068CD-0F6A-46A2-B826-84D552FDE148
256
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