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HomeMy WebLinkAbout01-24-22 TC-BOT Agenda PacketTC Executive Session Agenda – 1/24/22 Page 1 of 1 TOWN OF WESTLAKE TOWN COUNCIL EXECUTIVE SESSION MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER WESTLAKE, TX 76262 JANUARY 24, 2022 4:00 P.M. Vision Statement An oasis of natural beauty that maintains our open spaces in balance with distinctive development, trails, and quality of life amenities amidst an ever-expanding urban landscape. Executive Session 1. CALL TO ORDER 2. EXECUTIVE SESSION The 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 on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code - FM 1938 access for proposed Southlake development. b. Section 551.071(2) – Consultation with Town Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter: Resolution No. 00-19, a Contract with Hillwood Development Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline. c. Section 551.071(2) - Consultation with Attorney – to seek advice of counsel on matters of bankruptcy proceedings by the Texas Student Housing Authority. 3. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 4. ADJOURNMENT ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.07187 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. CERTIFICATION I certify that the above notice was posted at the Town Hall of the Town of Westlake, 1500 Solana Blvd., Building 7, Suite 7100, Westlake, TX 76262, January 21, 2022, by 4:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. _____________________________________ Todd Wood, Town Secretary TC/BOT Agenda – 1/24/2022 Page 1 of 4 TOWN COUNCIL AGENDA - REVISED MUNICIPAL SERVICES & WESTLAKE ACADEMY BUSINESS 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER WESTLAKE, TX 76262 JANUARY 24, 2022 5:00 P.M. REGULAR MEETING The Town Council of the Town of Westlake serves as the governing Board for Westlake Academy. This agenda may contain both municipal and Westlake Academy items, which will be clearly identified. The open portion of the meeting will begin at 5:00 p.m. on Monday, January 24, 2022. In order to advance the public health goal of promoting "social distancing" to slow the spread of the Coronavirus (COVID-19), there will be limited public access to the physical location described above. A recording of this meeting will be made and will be available to the public in accordance with the Open Meetings Act. Vision Statement An oasis of natural beauty that maintains our open spaces in balance with distinctive development, trails, and quality of life amenities amidst an ever-expanding urban landscape. Mission Statement Westlake is a unique community blending preservation of our natural environment and viewscapes, while serving our residents with superior municipal and academic services that are accessible, efficient, cost-effective, and transparent. 1.CALL TO ORDER 2.PLEDGE OF ALLEGIANCE 3.CITIZEN/PARENT COMMENTS: This is an opportunity for citizens to address the Town Council or Board of Trustees on any matter, whether or not it is posted on the agenda. Individual citizen comments are normally limited to three (3) minutes; however, time limits can be adjusted by the presiding officer. The presiding officer may ask the citizen to hold their comment on an agenda item if the item is posted as a Public Hearing. The Town Council and Board of Trustees cannot by law take action nor have any discussion or deliberations on any presentation made at this time concerning an item not listed on the agenda. The Town Council and Board of Trustees will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. 4.ITEMS OF COMMUNITY INTEREST: Mayor and Council Reports on Items of Community Interest pursuant to Texas Government Code Section 551.0415 the Town Council may report on the following items: (1) expression of thanks, congratulations, or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming Town Council events; (5) information about community events; and (6) announcements involving imminent threat to public health and safety. 5.A PROCLAMATION OF THE TOWN OF WESTLAKE, TEXAS, DESIGNATING JANUARY 24-30 AS SCHOOL CHOICE WEEK. 6.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 TC/BOT Agenda – 1/24/2022 Page 2 of 4 item will be removed from the general order of business and considered in its normal sequence. a. Consider approval of Resolution 22-04, approving an Inter-Local Agreement with Tarrant County for the reconstruction of Roanoke Road and Pearson Lane, authorizing the Town Manager to execute the agreement and authorizing Town staff to make funding changes not to exceed $25,000 on this project. 7. REPORTS: Reports are prepared for informational purposes and will be accepted as presented. (there will be no presentations associated with the report items) There will be no separate discussion unless a Town Council Member requests that report be removed and considered separately. No items are scheduled for this meeting. WORKSHOP ITEMS Workshop items are for discussion only. No action may be taken on items listed under this portion of the agenda, other than to provide general direction to staff or to direct staff to place such items on a future agenda for action. 8. COUNCIL AGENDA ITEM REQUESTS Items listed under this section have been approved by Town Council to be placed on the Workshop for further discussion and potential direction to staff. a. Historical Designations for various properties in Westlake. (Mayor Wheat 5/24/20) 1. Scheduled to be placed on agenda in April (1/19/22) b. Quarterly HOA Board Meeting Discussions. (Dasgupta 8/23/21) c. Form a committee to explore finance options regarding building permanent buildings to replace the portables at Westlake Academy: options to build partnerships without Town’s biggest stakeholders, so that the expense does not fall entirely on taxpayers. (White 11/15/21) d. Amend the Town Ordinance(s) such that the Executive Director of Westlake Academy is selected by a final approval by the Westlake Academy Board of Trustees. (White 11/15/21) e. Amend the Town Ordinance(s) such that we require the Superintendent of Westlake Academy hold a minimum level of credentials as noted below. (White 11/15/21): 1. Hold a Master’s degree or higher in Education. 2. Be enrolled in or have graduated from a Superintendent Certification Program. f. Amend the Town Ordinance(s) to separate the positions of Town Manager and Superintendent. (White 11/15/21) g. Discussion regarding governance enrichment as a follow up to our Council retreat on May 24th with Mike Conduff. (Wheat 11/15/21) h. Social media policy as it relates to bullying. (Wheat 11/15/21) i. Social media education policy for K-12. (Wheat 11/15/21) j. Council discuss and consider live-streaming Council meetings. (White 12/13/21) k. Council discuss and consider extending our lease at Solana, as current market conditions make this an attractive option. (White 12/13/21) 1. Scheduled to be placed on agenda in May (1/19/22) TC/BOT Agenda – 1/24/2022 Page 3 of 4 l.Council discuss and consider amending our Town Ordinances to establish term limits for both Mayor and Council seats. For ex. 4 year or 6 year limits. (White 12/13/21) 1.Scheduled to be placed on agenda no later than April (1/19/22) m.Council discuss and consider requiring developers to post a Development/Performance Bond on large projects moving forward. (White 12/13/21). n.Structural safety audit of the portables. (Dasgupta 1/19/22) 1.Report from staff scheduled to be placed on agenda in February (1/19/22) o.Community engagement opportunities for Town Boards and Committees. (Dasgupta 1/19/22) p.Review of the Town’s Annual budget process. (White 1/19/22). 1.Scheduled to be placed on agenda in February (1/19/22) MUNICIPAL SERVICES 9.COMMUNICATIONS REPORT FROM COOKSEY. 10.PRESENTATION AND DISCUSSION REGARDING A PROPOSED COMMUNICATION TOWER AT THE FIRESTATION SITE. WESTLAKE ACADEMY No items are scheduled for this meeting. GOVERNANCE/POLICY ACTION ITEMS Governance/Policy Action Items are items that require Town Council action (approving Ordinances, Resolutions, Contracts, Purchase, etc.). MUNICIPAL SERVICES 11.CONSIDER APPROVAL OF RESOLUTION 22-05, AUTHORIZING THE TOWN MANAGER TO EXECUTE A LEASE WITH VERTICAL BRIDGE DEVELOPMENT, LLC, TO UTILIZE TOWN OWNED PROPERTY FOR THE PURPOSE OF ERECTING, INSTALLING, OPERATING AND MAINTAINING, REPAIRING AND REPLACING A RADIO OR COMMUNICATION TOWER. WESTLAKE ACADEMY No items are scheduled for this meeting. 12.EXECUTIVE SESSION: The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a.551.071(2) Consultation with Attorney – to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of TC/BOT Agenda – 1/24/2022 Page 4 of 4 the Texas Government Code - FM 1938 access for proposed Southlake development. b. Section 551.071(2) – Consultation with Town Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter: Resolution No. 00-19, a Contract with Hillwood Development Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline. c. Section 551.071(2) - Consultation with Attorney – to seek advice of counsel on matters of bankruptcy proceedings by the Texas Student Housing Authority. 13. RECONVENE MEETING. 14. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. 15. COUNCIL RECAP/STAFF DIRECTION. 16. FUTURE AGENDA ITEMS: Any Town Councilmember may request at a workshop and or Town Council meeting, under “Future Agenda Item Requests”, an agenda item for a future Town Council meeting. The Town Councilmember making the request will contact the Town Manager/Superintendent with the requested item and the Town Manager/Superintendent will list it on the agenda. At the meeting, the requesting Town Councilmember will explain the item, the need for Town Council discussion of the item, the item’s relationship to the Town Council strategic priorities, and the amount of estimated staff time necessary to prepare for Town Council discussion. If the requesting Town Councilmember receives a second, the Town Manager/Superintendent will place the item on the Town Council agenda calendar allowing for adequate time for staff preparation on the agenda item. Submitted for Review: No items submitted for review 17. ADJOURNMENT ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.07187 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. CERTIFICATION I certify that the above notice was posted at the Town Hall of the Town of Westlake, 1500 Solana Blvd., Building 7, Suite 7100, Westlake, TX 76262, January 21, 2022, by 5:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. _____________________________________ Todd Wood, Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary’s Office 48 hours in advance at 817-490-5711 and reasonable accommodations will be made to assist you. United States Pledge "I pledge allegiance to the flag of the United States of America, and to the republic for which it stands, one nation under God, indivisible, with liberty and justice for all." Texas Pledge “Honor the Texas flag; I pledge allegiance to the, Texas, one state under God, one and indivisible.” Town Council/Board of Trustees Item # 2 – Pledge of Allegiance CITIZEN COMMENTS: This is an opportunity for citizens to address the Town Council or Board of Trustees on any matter, whether or not it is posted on the agenda. Individual citizen comments are normally limited to three (3) minutes; however, time limits can be adjusted by the presiding officer. The presiding officer may ask the citizen to hold their comment on an agenda item if the item is posted as a Public Hearing. The Town Council or 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 or 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. Town Council/Board of Trustees Item #3 – Citizen Comments ITEMS OF COMMUNITY INTEREST: Town Council/Board of Trustees Reports on Items of Community Interest, pursuant to Texas Government Code Section 551.0415, the Town Council/ Board of Trustees may report on the following items: (1) expression of thanks, congratulations or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming Town Council events; (5) information about community events; and (6) announcements involving imminent threat to public health and safety. Calendar of Meetings/Events: Town Council Meeting* Monday, January 24, 2022; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Coffee and Conversation Monday, February 1, 2022; 8 am-9:30 am Sip Stir Coffee, 1300 Solana Blvd. Town Council Meeting* Monday, February 7, 2022; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Planning & Zoning Meeting* Monday, February 14, 2022; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Town Council Meeting* Monday, February 28, 2022; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 *Reminder: Agendas for all municipal/academic meetings are posted a minimum of 72 hours before the meeting begins and can be found on our Town’s website under the tab “Government/Agendas & Minutes.” **For meeting agendas and details on WA calendar events or Municipal calendar events, please visit the Westlake Academy website or the Town of Westlake website for further assistance. Town Council/Board of Trustees Item # 4 – Items of Community Interest A PROCLAMATION OF THE TOWN OF WESTLAKE, TEXAS, DESIGNATING JANUARY 24-30 AS SCHOOL CHOICE WEEK. Town Council/Board of Trustees Item # 5 – Proclamation Town of Westlake Proclamation WHEREAS, all children in Town of Westlake should have access to the highest-quality education possible; and, WHEREAS, Town of Westlake recognizes the important role that an effective education plays in preparing all students in Town of Westlake to be successful adults; and, WHEREAS, quality education is critically important to the economic vitality of Town of Westlake; and, WHEREAS, Town of Westlake is home to a multitude of high quality public and nonpublic schools from which parents can choose for their children, in addition to families who educate their children in the home; and, WHEREAS, educational variety not only helps to diversify our economy, but also enhances the vibrancy of our community; and, WHEREAS, Town of Westlake has many high-quality teaching professionals in all types of school settings who are committed to educating our children; and, WHEREAS, School Choice Week is celebrated across the country by millions of students, parents, educators, schools and organizations to raise awareness of the need for effective educational options. NOW, THEREFORE, I, Laura Wheat, Board President and Mayor of Westlake proclaim January 24- 30, 2022, as School Choice Week IN WITNESS THEREOF, I have hereunto set my hand and caused the official seal of the Town of Westlake, Texas to be affixed this 24th day of January 2022. ______________________________________________ Laura Wheat, Board President and Mayor of Westlake CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. a. Municipal Services: Consider approval of Resolution 22-04, approving an Interlocal Agreement with Tarrant County for the reconstruction of Roanoke Road and Pearson Lane, authorizing the Town Manager to execute the agreement and authorizing Town staff to make funding changes not to exceed $25,000 on this project. Town Council/Board of Trustees Item # 6 – Consent Agenda Page 1 of 2 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, January 24, 2022 TOPIC: Consider a Resolution authorizing an Inter-Local Agreement with Tarrant County for the reconstruction of Roanoke Road and Pearson Lane, authorizing the Town Manager to execute the agreement and authorizing Town staff to make funding changes not to exceed $25,000 on this project. STAFF: Troy Meyer, Facilities and Public Works Director STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Informed & Engaged Citizens / Sense of Community People, Facilities, & Technology High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Improve Technology, Facilities & Equipment SUMMARY In the proposed Inter-Local Agreement (ILA) with Tarrant County for the reconstruction of Roanoke Rd. and Pearson Lane, Tarrant County will provide all of the construction labor and the Town will provide materials, traffic control, removal of the existing asphalt, and drainage improvements. This agreement leverages favorable pricing through economies of scale for construction materials and services secured through the County’s competitive bidding process. The cost savings to the Town is estimated to be $30,000.00. The estimated construction is scheduled to begin in summer of 2022 with work starting on Roanoke Road beginning at the Westlake Town boundary on HWY 170. Repaving improvements will include the reclamation of existing asphalt incorporated with the re-stabilization of the road base and 5” asphalt surface. Stabilization will extend 1’ from the edge of pavement, while increasing the existing street width to 25’, and extending the box culvert at the creek crossing just to the south of HWY 170. The reconstruction on Pearson Lane will begin at Dove Road and run south to the Town limits. It also consists of reclamation of existing asphalt incorporated with the re-stabilization of the road base and 5” asphalt surface. Stabilization will extend 1’ from the edge of pavement, while Page 2 of 2 increasing the existing street width to 25’. The existing concrete pipe culvert crossing will be replaced to improve drainage capacity and flow at this low point. In addition, an 8-foot concrete trail, running from Aspen Lane to Dove Road on the east side of Pearson Lane will be constructed by a differrent contractor and will go out to public bid. The Town will need to obtain all trail easements, relocate fences and gas meters along Pearson Lane. COUNCIL ACTION/OPTIONS • Approve Resolution STAFF RECOMMENDATION Staff recommends approval of the Inter-Local Agreement with Tarrant County for the reconstruction of Roanoke Road and Pearson Lane, authorizing the Town Manager to execute the agreement and authorizing Town staff to make funding changes not to exceed $25,000 on this project. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Cost/Funding Amount: $1,160,205.00 Funding Source: Bond Issuance Contract: Yes Forms: N/A Service Levels: No DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: Staff has requested the work will be completed after school is out for summer vacation. Comprehensive Plan: No Cost Recovery Analysis: The project does not impact the cost recovery model Traffic Impact: Traffic will be intermittedly impacted during construction. ATTACHMENTS Resolution Exhibit “A” ILA Exhibit “B” NTP Resolution 22-04 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 22-04 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING AN INTER-LOCAL AGREEMENT WITH TARRANT COUNTY FOR THE RECONSTRUCTION OF ROANOKE ROAD AND PEARSON LANE, AUTHORIZING THE TOWN MANAGER TO EXECUTE THE AGREEMENT AND AUTHORIZING TOWN STAFF TO MAKE FUNDING CHANGES NOT TO EXCEED $25,000 ON THIS PROJECT. WHEREAS, Tarrant County and the Town of Westlake are both governmental entities engaged in the purchase of goods and services, which is a recognized governmental function; and, WHEREAS, the Town Council desires to provide residents and commuters safe and aesthetically pleasing streets and infrastructure; and, WHEREAS, the Town Council finds that the Inter-Local agreement and improvements of Roanoke Road and Pearson Lane benefit the public; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town Council of the Town of Westlake hereby approves the Tarrant County Inter-Local agreement attached as Exhibit “A” and authorizes the Town Manager or designee to sign on behalf of the Town of Westlake and authorizes Town staff to make funding changes not to exceed $25,000 on this project. SECTION 3: That the Town Council of the Town of Westlake hereby notify Tarrant County that the project may proceed, attached as Exhibit “B”, as specified. SECTION 4: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 22-04 Page 2 of 2 SECTION 5: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 24 TH DAY OF JANUARY 2022. ______________________________ ATTEST: Laura Wheat, Mayor ____________________________ ______________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ____________________________ L. Stanton Lowry, Town Attorney 1 Resolution 22-04 EXHIBIT "A" THE STATE OF TEXAS INTERLOCAL AGREEMENT COUNTY OF TARRANT This Interlocal Agreement is between Tarrant County, Texas (“COUNTY”), and the Town of Westlake (“TOWN”). WHEREAS, the TOWN is requesting the COUNTY’s assistance to: •Rehabilitate and Resurface Roanoke Road located within the Town of Westlake from SH 170 to Town Limits (465 ft North of Oak Trail) (Approximately 3,926 linear feet). •Rehabilitate and Resurface Pearson Lane located within the Town of Westlake from Dove Road to Town Limits (1,295 ft South of Dove Road) (Approximately 1,295 linear feet). Hereinafter, collectively referred to as the “Project”. WHEREAS, the Interlocal Cooperation Act contained in Chapter 791 of the Texas Government Code provides legal authority for the parties to enter into this Agreement; and WHEREAS, during the performance of the governmental functions and the payment for the performance of those governmental functions under this Agreement, the parties will make the performance and payment from current revenues legally available to that party; and WHEREAS, the Commissioners Court of the COUNTY and the TOWN Council of the TOWN each make the following findings: a.This Agreement serves the common interests of both parties; b.This Agreement will benefit the public; c. The division of costs fairly compensates both parties to this Agreement; and d. The TOWN and the COUNTY have authorized their representative to sign this Agreement. 2 e.Both parties acknowledge that they are each a “governmental entity” and not a “business entity” as those terms are defined in Tex. Gov’t Code § 2252.908, and therefore, no disclosure of interested parties pursuant to Tex. Gov’t Code Section 2252.908 is required. NOW, THEREFORE, the COUNTY and the TOWN agree as follows: TERMS AND CONDITIONS 1.COUNTY RESPONSIBILITY The COUNTY will furnish the labor and equipment to assist the TOWN in completing the Project: •Roanoke Road: Following milling and removal of the excess materials by the TOWN, the COUNTY will stabilize the exposed subgrade, regrade, shape, and prime the roadbed, place four inches of asphalt binder, place two inches asphalt surface and clean the project jobsite. •Pearson Lane: Following milling and removal of the excess materials by the TOWN, the COUNTY will stabilize the exposed subgrade, regrade, shape, and prime the roadbed, place four inches of asphalt binder, place two inches asphalt surface and clean the project jobsite. 2.TOWN RESPONSIBILITY 2.1 The TOWN will furnish and pay for the actual cost of the materials, including any delivery or freight cost. The TOWN will provide a purchase order and will be billed directly by the material supplier. The COUNTY may accumulate and bill the TOWN for incidental material cost. 2.2 The TOWN will pay for one-half of the COUNTY’s fuel used to construct this Project. The COUNTY will invoice the TOWN for the fuel consumed at the conclusion of the Project. 2.3 The TOWN will be responsible for all traffic control necessary to safely construct this project. This responsibility includes all advance notices, signage, barricades, pilot vehicles, and flagmen necessary to control traffic in and around the construction site. The TOWN will be responsible for and provide portable message boards to supplement traffic control as needed. 3 2.4 The TOWN will make all necessary repairs and preparations to the existing roadway prior to the COUNTY starting work. 2.5 The TOWN will adjust all utilities, manholes and valve boxes for this Project. 2.6 The TOWN will provide the COUNTY with a hydrant meter and all the water necessary for construction of the Project at no cost to the COUNTY. 2.7 The TOWN will provide or pay for any engineering, survey, and laboratory testing required for this Project. 2.8 The TOWN will furnish a nearby site for dumping all spoils and waste materials generated during construction of this Project. 2.9 If required, the TOWN will be responsible for the design and development of a Storm Water Pollution Prevention Plan (SWPPP). The TOWN further agrees to pay for all cost (including sub-contractor materials, labor and equipment) associated with the implementation of the plan. The COUNTY will be responsible for maintenance of the plan during the duration of the Project. Documentation and record keeping of the SWPPP will be the responsibility of the TOWN. 3.PROCEDURES DURING PROJECT COUNTY retains the right to inspect and reject all materials provided for this Project. If the TOWN has a complaint regarding the construction of the project, the TOWN must complain in writing to the COUNTY no later than 30 days of the date of project completion. 4.NO WAIVER OF IMMUNITY This Agreement does not waive COUNTY rights under a legal theory of sovereign immunity. This Agreement does not waive TOWN rights under a legal theory of sovereign immunity. 5.OPTIONAL SERVICES 5.1 If requested by the TOWN, the COUNTY will apply permanent striping coordinated through the Transportation Department. Application of striping by the COUNTY is limited to Project roadways. If the TOWN desires permanent striping applied to any roadways or portions of roadways not covered by this Agreement, the TOWN will 4 need to enter into a separate agreement with the COUNTY for the provision of those services. 5.2 If requested by the TOWN, The TOWN will reimburse the COUNTY for actual cost of any overtime hours the TOWN requires the COUNTY to provide watering the roadway for dust control after regular work hours. 5.3 If requested by the TOWN, the COUNTY may supplement the TOWN’s traffic control operations with additional flaggers and/or traffic control devices. Traffic control measures provided by the COUNTY will be billed at the actual labor cost plus 10% for use of the COUNTY traffic control devices 6.TIME PERIOD FOR COMPLETION The TOWN will give the COUNTY notice to proceed at the appropriate time. However, the COUNTY is under no duty to commence construction at any particular time. 7.THIRD PARTY This contract shall not be interpreted to inure to the benefit of a third party not a party to this contract. This contract may not be interpreted to waive any statutory or common law defense, immunity, including governmental and sovereign immunity, or any limitation of liability, responsibility, or damage of any party to this contract, party’s agent, or party’s employee, otherwise provided by law. 8.JOINT VENTURE & AGENCY The relationship between the parties to this Agreement does not create a partnership or joint venture between the parties. This Agreement does not appoint any party as agent for the other party. 9.EFFECTIVE DATE This Agreement becomes effective when signed by the last party whose signing makes the Agreement fully executed. 5 10.TERMINATION This Agreement will automatically terminate on either September 30, 2022 or on the date the project is completed, whichever occurs first. Notwithstanding the foregoing, or any other language to the contrary, either party may terminate this Agreement without cause upon thirty (30) days’ written notice to the other party prior to the intended date of termination. In the event of termination by either party, neither party shall have any further obligations to the other party under this Agreement, except that the TOWN remains liable to the COUNTY for any outstanding invoice for materials that the COUNTY provides for the project, if any. 6 TARRANT COUNTY, TEXAS TOWN OF WESTLAKE _______________________________ ___________________________ B. Glen Whitley Amada DeGan County Judge Town Manager Date: ________________________ Date: ______________________ _______________________________ ___________________________ Gary Fickes Troy J. Meyer Commissioner, Precinct 3 Managing Director of Public Works Date: ________________________ Date: ______________________ Attest: ___________________________ APPROVED AS TO FORM* APPROVED AS TO FORM AND LEGALITY ______________________________ ___________________________________ Criminal District Attorney’s Office* Stanton Lowry Town Attorney *By law, the Criminal District Attorney’s Office may only approve contracts for its clients. We reviewed this document as to form from our client’s legal perspective. Other parties may not rely on this approval. Instead those parties should seek contract review from independent counsel. Resolution 22-04 EXHIBIT “B” NOTICE TO PROCEED The Town of Westlake hereby notifies Tarrant County that the County may proceed with this project, as specified in the attached Agreement, on or after ______________________ (Month/Date/Year) _______________________________________ Amanda DeGan, Town Manager Authorized Town Official Town of Westlake • Rehabilitate and Resurface Roanoke Road located within the Town of Westlake from SH 170 to Town Limits (465 ft North of Oak Trail) (Approximately 3,926 linear feet). • Rehabilitate and Resurface Pearson Lane located within the Town of Westlake from Dove Road to Town Limits (1,295 ft South of Dove Road) (Approximately 1,295 linear feet). No items are scheduled for this meeting. Town Council/Board of Trustees Item # 7 – Reports WORKSHOP ITEMS ARE FOR DISCUSSION ONLY. NO ACTION MAY BE TAKEN ON ITEMS LISTED UNDER THIS PORTION OF THE AGENDA, OTHER THAN TO PROVIDE GENERAL DIRECTION TO STAFF OR TO DIRECT STAFF TO PLACE SUCH ITEMS ON A FUTURE AGENDA FOR ACTION. COUNCIL AGENDA ITEM REQUESTS a. Historical Designations for various properties in Westlake. (Mayor Wheat 5/24/20) 1. Scheduled to be placed on agenda in April (1/19/22) b. Quarterly HOA Board Meeting Discussions. (Dasgupta 8/23/21) c. Form a committee to explore finance options regarding building permanent buildings to replace the portables at Westlake Academy: options to build partnerships without Town’s biggest stakeholders, so that the expense does not fall entirely on taxpayers. (White 11/15/21) d. Amend the Town Ordinance(s) such that the Executive Director of Westlake Academy is selected by a final approval by the Westlake Academy Board of Trustees. (White 11/15/21) e. Amend the Town Ordinance(s) such that we require the Superintendent of Westlake Academy hold a minimum level of credentials as noted below. (White 11/15/21): 1. Hold a Master’s degree or higher in Education. 2. Be enrolled in or have graduated from a Superintendent Certification Program. f. Amend the Town Ordinance(s) to separate the positions of Town Manager and Superintendent. (White 11/15/21) g. Discussion regarding governance enrichment as a follow up to our Council retreat on May 24th with Mike Conduff. (Wheat 11/15/21) h. Social media policy as it relates to bullying. (Wheat 11/15/21) i. Social media education policy for K-12. (Wheat 11/15/21) j. Council discuss and consider live-streaming Council meetings. (White 12/13/21) k. Council discuss and consider extending our lease at Solana, as current market conditions make this an attractive option. (White 12/13/21) 1. Scheduled to be placed on agenda in May (1/19/22) Town Council/Board of Trustees Item # 8 – Workshop Items l. Council discuss and consider amending our Town Ordinances to establish term limits for both Mayor and Council seats. For ex. 4 year or 6 year limits. (White 12/13/21) 1. Scheduled to be placed on agenda no later than April (1/19/22) m. Council discuss and consider requiring developers to post a Development/Performance Bond on large projects moving forward. (White 12/13/21). n. Structural safety audit of the portables. (Dasgupta 1/19/22) 1. Report from staff scheduled to be placed on agenda in February (1/19/22) o. Community engagement opportunities for Town Boards and Committees. (Dasgupta 1/19/22) p. Review of the Town’s Annual budget process. (White 1/19/22). 1. Scheduled to be placed on agenda in February (1/19/22) COMMUNICATIONS REPORT FROM COOKSEY. Town Council Item # 9 – Reports PRESENTATION AND DISCUSSION REGARDING A PROPOSED COMMUNICATION TOWER AT THE FIRE STATION SITE. Town Council Item # 10 – Presentation and Discussion MUNICIPAL SERVICES CONSIDER APPROVAL OF RESOLUTION 22-05, AUTHORIZING THE TOWN MANAGER TO EXECUTE A LEASE WITH VERTICAL BRIDGE DEVELOPMENT, LLC, TO UTILIZE TOWN OWNED PROPERTY FOR THE PURPOSE OF ERECTING, INSTALLING, OPERATING AND MAINTAINING, REPAIRING AND REPLACING A RADIO OR COMMUNICATION TOWER. Town Council Item # 11 – Governance/Policy Action Items Page 1 of 3 TOWN COUNCIL AGENDA ITEM Regular Meeting - Action Item Monday, January 24, 2022 TOPIC: Consider a Resolution authorizing the Town Manager to execute a lease with Vertical Bridge Development, LLC, to utilize Town owned property for the purpose of erecting, installing, operating and maintaining, repairing and replacing a radio or communication tower. STAFF: Jarrod Greenwood, Assistant Town Manager STRATEGIC ALIGNMENT Vision, Value, Mission Perspective Strategic Theme & Results Outcome Objective Planned / Responsible Development People, Facilities, & Technology High Quality Planning, Design & Development - We are a desirable well planned, high-quality community that is distinguished by exemplary design standards. Optimize Planning & Development Capabilities SUMMARY Over the last several years, complaints from residents have increased regarding the poor cell phone coverage in Westlake. While traditional cellular antennae have been installed on the high-voltage power transmission towers along the north side of SH 114, Westlake’s topography and buildings in the Town block the line of sight required for cell reception. You will recall staff made a presentations at the December 10, 2018 and June 22, 2020 Town Council meetings to discuss a proposed communication tower project that would be located on the west side of the fire station site. Council provided feedback to staff to determine the minimum height that would work for Town and cellular needs. Based on further engineering analysis the height can be reduced to 100’. The reduced height would still allow for up to three cellular providers to co-locate on the proposed communication tower; much like the common practice of cellular providers installing antennae on water towers. Legal counsel has advised against placement of any cellular tower within ROW and has suggested Town-owned real-estate, i.e. the fire station site. Therefore, Town staff proposes the construction Page 2 of 3 of a communications tower on our Fire/EMS Station #1 property to help improve cell coverage in Westlake. In addition to providing space for a restricted number of cell providers, the communications tower would also provide staff with capacity for SCADA, emergency services communication, Wi-Fi and other municipal uses. The proposed Agreement provides Vertical Bridge an area of approximately 2,500 sf to construct a communication tower and equipment enclosure consistent with the conceptual renderings that have been presented to Council. Vertical Bridge will be required to submit final conceptual renderings and contruction plans for staff review/approval. Verticla Bridge would build, own, and maintain the tower at their costs. Vertical Bridge would pay the Town $12,000 per year for first two carrries, and will pay an additional $300 per month for each carrier thereafter. Additionally, the Town has telecommunication ductbank that available for the fiber installation that will be necessary to support the communication tower. Utilization of the Town ductbank will require a separate lease agreement resulting in additional revenue. If Council is interested in pursing this communication tower project opportunity any further, Council would need to approve the proposed Resolution which authorizes the Town Manager to execute the proposed agreement with Vertical Bridge to lease a portion of the fire station property to construct the tower. The project will require rezoning and an SUP for a wireless communication tower at the proposed location and is anticipated to be presented to Planning & Zoning and Town Council in February. The proposed Vertical Bridge Agreement includes a termination provision in the event zoning is not approved by the Town. COUNCIL ACTION/OPTIONS • Approve the proposed Resolution • Reject the proposed Resolution STAFF RECOMMENDATION Staff recommends approval. FISCAL/SERVICE LEVEL IMPACT TO COMMUNITY Project Revenue Amount: $12,000/year Funding Source: General Fund Contract: Yes Forms: Forms 1295 & 2270 Service Levels: The proposed Resolution provides for sound telecommunication infrastructure management and improves the cellular coverage for Westlake residents. DEVELOPMENT/MOBILITY IMPACT TO COMMUNITY Westlake Academy: The proposed Resolution is not anticipated to impact the Academy’s budget. Comprehensive Plan: The proposed Resolution is consistent with the Comp Plan of ensuring high development standards. Page 3 of 3 Cost Recovery Analysis: The proposed Resolution is not not evaluated through the Cost Recovery Analysis Tool. Traffic Impact: The proposed Resolution does not have any significant impact on traffic. ATTACHMENTS 1. Resolution 2. Proposed lease agreement with Vertical Bridge Resolution 22-05 Page 1 of 2 TOWN OF WESTLAKE RESOLUTION NO. 22-05 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE A LEASE WITH VERTICAL BRIDGE DEVELOPMENT, LLC, TO UTILIZE TOWN OWNED PROPERTY FOR THE PURPOSE OF ERECTING, INSTALLING, OPERATING AND MAINTAINING, REPAIRING AND REPLACING A RADIO OR COMMUNICATION TOWER. WHEREAS, the Town Council find that there is a need for improvement of cellular coverage in or around the FM 1938 and Dove Road intersection; and WHEREAS, Vertical Bridge Development, LLC, desires to lease Town property to Vertical Bridge Development, LLC, to utilize Town owned property for the purpose of erecting, installing, operating and maintaining, repairing and replacing a radio or communication tower.; and WHEREAS, the proposed lease with Vertical Bridge Development will provide for the construction of a communication tower that will allow cellular carriers to install equipment to improve cellular reception; and WHEREAS, the Town Council find that the leasing of Town property provides sound infrastructure planning consistent with goals and objectives within the adopted strategic plan; and WHEREAS, the Town Council authorize the Town Manager to execute a lease on behalf of the Town of Westlake; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the public. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: All matters stated in the Recitals above are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: The Town Council of the Town of Westlake hereby approves the Lease with Vertical Bridge Development, LLC, to utilize Town owned property for the purpose of erecting, installing, operating and maintaining, repairing and replacing a radio or communication tower, attached as Exhibit “A”, and further authorizes the Town Manager to execute the lease on behalf of the Town of Westlake, Texas. Resolution 22-05 Page 2 of 2 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 24TH DAY OF JANUARY 2022. _________________________________ Laura Wheat, Mayor ATTEST: ___________________________ __________________________________ Todd Wood, Town Secretary Amanda DeGan, Town Manager APPROVED AS TO FORM: ___________________________ L. Stanton Lowry, Town Attorney Page 1 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” Landlord: Town of Westlake 1500 Solana Blvd. Suite 7200 Westlake, TX 76262 Tenant: Vertical Bridge Development, LLC 750 Park of Commerce Drive, Suite 200 Boca Raton, FL 33487 Site #: US-TX-7008 Site Name: Dove Road LEASE AGREEMENT THIS LEASE AGREEMENT (this “Agreement”) is made this day of , 2022 (the “Effective Date”), by and between Town of Westlake, a municipal corporation (“Landlord”), whose address is 1500 Solana Blvd. Suite 7200, Westlake, TX 76262, and Vertical Bridge Development, LLC, a Delaware limited liability company (“Tenant”), whose address is 750 Park of Commerce Drive, Suite 200, Boca Raton, FL 33487. WHEREAS, Landlord owns certain real property located in the County of Tarrant, in the State of Texas, that is more particularly described and/or depicted in Exhibit 1 attached hereto (the “Property”); and, WHEREAS, Tenant desires to lease from Landlord two (2) separate portions of the Property with an area measuring approximately 50’ x 50’ and a separate area measuring approximately 25’ x 25’ (approximately 3,125 square feet in aggregate between both lease areas) and to obtain easements for utilities and access, as applicable (the “Premises”), which Premises is more particularly described and/or depicted in Exhibit 2 attached hereto, for the placement of Tenant’s Communication Facilities (defined below). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree: 1. DUE DILIGENCE PERIOD; COMMENCEMENT DATE. (a) As of the Effective Date and continuing until the Commencement Date or Tenant’s earlier termination of this Agreement (such period being the “Due Diligence Period”), Landlord grants to Tenant the exclusive right to conduct the Tests (defined below) and to take any action Tenant deems advisable in connection with Tenant’s seeking of the Government Approvals (defined below). During the Due Diligence Period and the Term (defined below), Tenant and its agents, engineers, surveyors and other representatives will have the right to enter upon the Property to inspect, examine, conduct soil borings, drainage testing, material sampling, and other geological or engineering tests or studies of the Property (collectively, the “Tests”), to apply for and obtain licenses, permits, approvals, or other relief required of or deemed necessary or appropriate at Tenant’s sole discretion for its use of the Premises including, without limitation, applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits (collectively, the “Government Approvals”), initiate the ordering and/or scheduling of necessary utilities, obtain a title report with respect to the Property, and otherwise to do those things on or off the Property that, in the opinion of Tenant, are necessary in Tenant’s sole discretion to determine the physical condition of the Property, the environmental history of the Property, and the feasibility or suitability of the Property for Tenant’s permitted use under this Agreement, all at Tenant’s expense. Tenant shall be authorized to apply for Government Approvals on behalf of Landlord and Landlord agrees to reasonably cooperate with such applications. Tenant will not be liable to Landlord or any third party on account of any pre-existing defect or condition on or with respect to the Property, whether or not such defect or condition is disclosed by Tenant’s inspection. Tenant will restore the Property to its condition as it existed at the commencement of Tenant’s Tests, reasonable wear and tear and casualty not caused by Tenant excepted. Page 2 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” In addition, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all injury, loss, damage or claims arising directly out of Tenant’s Tests. (b) Tenant may commence the Initial Term (defined below) at any time following the Effective Date by delivery of written notice to Landlord (the “Notice of Lease Commencement”). The Notice of Lease Commencement shall set forth the commencement date (the “Commencement Date”) of the Initial Term. Tenant shall not begin construction of the Communication Facilities (defined below) prior to the Commencement Date. (c) During the Due Diligence Period and the Term, Landlord shall not take any action to change the zoning status or land use of the Property which would diminish, impair, or adversely affect the use of the Premises by Tenant for its permitted uses hereunder. 2. TERM. (a) Effective as of the Commencement Date, Landlord leases the Premises to Tenant subject to the terms and conditions of this Agreement for an initial term of five (5) years (the “Initial Term”). Notwithstanding anything to the contrary in this Agreement, to the extent that Tenant’s zoning application for the installation of the Communication Facilities within the Premises on the Property is denied and such zoning denial becomes final and unappealable, then this Agreement shall terminate automatically effective as of the date that such zoning denial becomes final and unappealable. (b) Tenant shall have the option to extend the term of this Agreement for nine (9) successive terms of five (5) years each (each a “Renewal Term”). Each Renewal Term shall commence automatically, unless Tenant delivers notice to Landlord, not less than thirty (30) days prior to the end of the then-current Term, of Tenant’s intent not to renew. For purposes of this Agreement, “Term” shall mean the Initial Term and any applicable Renewal Term(s). 3. RENT. (a) Beginning on the first day of the first calendar month after the Commencement Date (“Rent Commencement Date”), Tenant shall pay to Landlord a monthly rent payment of One Thousand Dollars ($1,000.00) (“Rent”) at the address set forth above on or before the fifth (5th) day of each calendar month in advance. The initial payment of Rent will be forwarded by Tenant to Landlord within thirty (30) days after the Rent Commencement Date. Beginning on the first anniversary of the Rent Commencement Date of the first Renewal Term and each five-year anniversary of the Rent Commencement Date of each Renewal Term thereafter throughout the remainder of the Term and Renewal Term(s), if any, the Rent shall be increased by an amount equal to 7.50% of the amount of the Rent for the previous Term or previous Renewal Term, as the case may be, which sum shall be payable in equal monthly installments in advance as herein set forth. (b) In the event that there are three (3) or more telecommunications carriers subleasing any portion of the Premises from Tenant, Tenant agrees to pay to Landlord Three Hundred Dollars ($300,00) per calendar month, as additional Rent (individually, or together if applicable, a “Revenue Share Fee”), for each of the third and any subsequent telecommunications carriers from whom Tenant is actually receiving a monthly sublease or license fee (each a “Sublease Fee”), subject to the following terms and conditions. The applicable Revenue Share Fee shall commence on the first day of the month following the date that such additional telecommunications carrier(s) commences payments to Tenant of such carrier’s Sublease Fee. The Revenue Share Fee shall only be due and payable in the event there are three (3) or more telecommunications carriers. If at any time subsequent to the addition of a third (3rd) telecommunications Page 3 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” carrier the number of telecommunications carriers is reduced to two (2) telecommunications carriers, then no Revenue Share Fee shall be due and payable. Notwithstanding anything to the contrary contained herein, the Revenue Share Fee shall only be due and payable by Tenant to Landlord hereunder during the term of such telecommunications carriers’ sublease agreements for so long as such telecommunications carriers are actually paying to Tenant the requisite Sublease Fee set forth therein. For purposes of this Agreement, Sublease Fees shall be all rent actually collected from any sublease that Tenant enters into with any subtenant or licensee including amendments and renewals thereof but excluding: (i) any reimbursements or pass-throughs from such subleases or licenses to Tenant for charges including but not limited to utility charges, taxes, or other pass-through expenses, or (ii) any fees from sublessees or licensees to Tenant for services performed on behalf of such sublessees or licensees including, but not limited to, site acquisition, due diligence, design and engineering work, construction, site inspections, radio frequency monitoring and testing, repairs, zoning and permitting. 4. TAXES. Tenant shall pay any taxes assessed on or in connection with, or any portion of taxes attributable to, the Communication Facilities located on the Premises including any increase in real property taxes levied against the Premises, which are directly attributable to Tenant’s use of the Premises (but not, however, taxes attributable to periods prior to the Commencement Date such as roll-back or greenbelt assessments) if Landlord furnishes proof of such increase to Tenant (such increase, the “Landlord Tax Reimbursement”). To the extent Landlord is not exempt from taxes, Landlord shall pay when due all real property taxes and assessments attributable to the Property and Premises (excluding taxes assessed on, in connection with or attributable to the Communication Facilities located on the Premises for which Tenant is responsible as set forth above in this Section 4). In the event that Landlord fails to pay when due any taxes affecting the Premises or any easement relating to the Premises, Tenant shall have the right, but not the obligation, to pay such taxes and deduct the full amount of the taxes paid by Tenant on Landlord’s behalf from future installments of Rent. Notwithstanding the foregoing, Tenant shall not have the obligation to pay any tax, assessment, or charge that Tenant is disputing in good faith in appropriate proceedings prior to a final determination that such tax is properly assessed, provided that no lien attaches to the Property. In addition, Tenant shall not have the obligation to pay or reimburse Landlord for the Landlord Tax Reimbursement if Landlord has not provided proof of such amount and demand therefor within one (1) year of the date such amount is due and payable by Landlord. 5. USE. The Premises are being leased for the purpose of erecting, installing, operating and maintaining, repairing and replacing radio or communications towers, transmitting and receiving equipment, antennas, dishes, mounting structures, equipment shelters and other supporting structures, and related equipment, and to alter, supplement and/or modify same (collectively, the “Communication Facilities”). Tenant may, subject to the foregoing, make any improvement, alteration or modification to the Premises as are deemed appropriate by Tenant for the permitted use herein. Tenant shall have the right to clear the Premises of any trees, vegetation, or undergrowth which interferes with Tenant’s use of the Premises for the intended purposes. Tenant shall have the exclusive right to install and operate upon the Premises communications towers, buildings, equipment, antennas, dishes, fencing, and other accessories related thereto, and to alter, supplement, and/or modify same as may be necessary. Any microwave dish that (i) is visible from the outside of any mounting structure, and (ii) exceeds two (2) feet in diameter, shall require Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed. 6. ACCESS AND UTILITIES. During the Due Diligence Period and the Term, Tenant, and its guests, agents, customers, lessees, sublessees and assigns shall have the unrestricted, exclusive right to use, and shall have free and unfettered access to, the Premises seven (7) days a week, twenty-four (24) hours a day. Landlord for itself, its successors and assigns, hereby grants and conveys unto Tenant, its customers, employees, agents, invitees, sublessees, licensees, successors and assigns a nonexclusive easement to a public right of way (a) for ingress and egress, and (b) for the construction, installation, operation Page 4 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” maintenance, repair and replacement of overhead and underground electric and other utility facilities (including fiber, backhaul, wires, poles, cables, conduits and appurtenant equipment), with the right to reconstruct, improve, add to, enlarge, change and remove such facilities, over, across and through any easement for the benefit of and access to the Premises, subject to the terms and conditions herein set forth. Landlord agrees to obtain the required access and utility easements to the Premises from a public right of way up to and including negotiating and obtaining such access and utility rights from any applicable neighbor parcel and/or coordinating with Tenant’s efforts to obtain same. If there are utilities already existing on the Premises which serve the Premises, Tenant may utilize such utilities and services. The rights granted to Tenant herein shall also include the right to partially assign its rights hereunder to any public or private utility company or authority to facilitate the uses contemplated herein, and all other rights and privileges reasonably necessary for Tenant’s safe and efficient use and enjoyment of the easements for the purposes described above. Upon Tenant’s request, Landlord shall execute and deliver to Tenant requisite recordable documents evidencing the easements contemplated hereunder within fifteen (15) days of Tenant’s request, and Landlord shall obtain the consent and joinder of Landlord’s mortgagee to any such grant, if applicable. 7. EQUIPMENT, FIXTURES AND REMOVAL. The Communication Facilities shall at all times be the personal property of Tenant and/or its subtenants and licensees, as applicable. Tenant or its customers shall have the right to erect, install, maintain, repair, replace and operate on the Premises such equipment, structures, fixtures, signs, and personal property as Tenant may deem necessary or appropriate, and such property, including the equipment, structures, fixtures, signs, and personal property currently on the Premises, shall not be deemed to be part of the Premises, but shall remain the property of Tenant or its customers. Within ninety (90) days after the expiration or earlier termination of this Agreement (the “Removal Period”), Tenant shall remove its improvements and personal property and restore the Premises to grade and perform all obligations under this Agreement during the Removal Period, including without limitation, the payment of Rent at the rate in effect upon the expiration or termination of this Agreement. 8. ASSIGNMENT AND SUBLEASE. Tenant may assign this Agreement to any Lender (defined below) in connection with a financing agreement or to any Affiliate (hereinafter defined) of Tenant (each a “Pre-Approved Assignee”) without the consent of Landlord, provided that Tenant or Tenant’s assignee shall provide Landlord with written notice of any such assignment within a reasonable period of time after the effective date of such assignment. In the event of a sale by Tenant, such purchasing entity shall only be considered a Pre-Approved Assignee if such entity is acquiring fifty-one percent (51%) or more of Tenant’s ownership assets. Upon such assignment, Tenant will be relieved of all liability hereunder. Any assignment of this Agreement by Tenant to any party that is not a Pre-Approved Assignee shall require the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed. Tenant shall have the exclusive right to sublease or grant licenses without Landlord’s consent to use all or part of the Premises and/or the Communication Facilities, but no such sublease or license shall relieve or release Tenant from its obligations under this Agreement. Landlord may assign this Agreement only in its entirety and only to any person or entity who or which acquires fee title to the Property, subject to Section 15. Landlord may not subdivide the Property in any way that adversely impacts Tenant’s rights hereunder without Tenant’s prior written consent. As used herein, the term “Affiliate” means any corporation, partnership, limited liability company, or other entity that, directly or indirectly, controls, is controlled by, or is under common control with Tenant or with the parent company or any subsidiaries of Tenant. For purposes of the aforementioned definition, the terms “controls,” “controlled by,” and “under common control with” mean the (i) right to direct the management and policies of the applicable entity or entities, whether directly or indirectly, or (ii) the ownership of more than 50% of the stock, partnership, membership, or other equity interests of and in the applicable entity or entities. 9. COVENANTS, WARRANTIES AND REPRESENTATIONS. Page 5 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” (a) Landlord warrants and represents that it is the owner in fee simple of the Property, free and clear of all liens and encumbrances except as to those which may have been disclosed to Tenant in writing prior to the execution hereof, and that it alone has full right to lease the Premises for the Term. (b) Except for any amounts or sums that arise solely by virtue of Tenant’s operation of the Communication Facilities on the Premises, which shall be the responsibility of Tenant, Landlord shall pay promptly, when due, any other amounts or sums due and owing with respect to its ownership and operation of the Property, including, without limitation, judgments, taxes, liens, mortgage payments and other similar encumbrances. If Landlord fails to make any payments required under this Agreement, or breaches any other obligation or covenant under this Agreement, Tenant may (without obligation), after providing ten (10) days written notice to Landlord, make such payment or perform such obligation on behalf of Landlord and offset such payment (including any reasonable attorneys’ fees incurred in connection with Tenant performing such obligation) against payments of Rent. (c) Landlord shall not do or knowingly permit anything that will interfere with or negate any special use permit or approval pertaining to the Premises or cause Tenant’s use of the Premises to be in nonconformance with applicable local, state, or federal laws. Landlord shall cooperate with Tenant in any effort by Tenant to obtain certificates, permits, licenses and other approvals that may be required by any governmental authorities. Landlord agrees to execute any necessary applications, consents or other documents as may be reasonably necessary for Tenant to apply for and obtain the proper zoning approvals required to use and maintain the Premises and the Communication Facilities. (d) To the best of Landlord’s knowledge, Landlord has complied and shall comply with all laws with respect to the Property. No asbestos-containing thermal insulation or products containing PCB, formaldehyde, chlordane, or heptachlor or other hazardous materials have been placed on or in the Property by Landlord or, to the knowledge of Landlord, by any prior owner or user of the Property. To the knowledge of Landlord, there has been no release of or contamination by hazardous materials on the Property. (e) Tenant shall have access to all utilities required for the operation of Tenant’s improvements on the Premises that are existing on the Property. (f) There currently exist no licenses, sublicenses, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Property; there are no outstanding options or rights of first refusal to purchase the Property or any portion thereof or interest therein, or any equity or interest in Landlord if Landlord is an entity; and there are no parties (other than Landlord) in possession of the Property except as to those that may have been disclosed to Tenant in writing prior to the execution hereof. 10. HOLD OVER TENANCY. Should Tenant or any assignee, sublessee or licensee of Tenant hold over the Premises or any part thereof after the expiration of this Agreement, such holdover shall constitute and be construed as a tenancy from month-to-month only, but otherwise upon the same terms and conditions. 11. MUTUAL INDEMNIFICATION. (a) To the extent permitted by law, Tenant agrees to defend, indemnify and save harmless Landlord from and against all claims, losses, costs, expenses, or damages from a third party, arising from: 1. The negligence or willful misconduct of Tenant, or its agents, employees, or contractors; or Page 6 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” 2. Any material breach by Tenant of any provision of this Agreement. This indemnity and hold harmless agreement will include indemnity against all reasonable costs, expenses, and liabilities incurred in or in connection with any such claim, and the defense thereof. Notwithstanding the foregoing, Tenant will have no liability to Landlord to the extent any claims, losses, costs, expenses, or damages arise out of or result from any intentional misconduct or negligence of Landlord, or of Landlord’s agents, employees or contractors. (b) To the extent permitted by law, Landlord agrees to defend, indemnify and save harmless Tenant from and against all claims, losses, costs, expenses, or damages from a third party, arising from: 1. The negligence or willful misconduct of Landlord or its agents, employees, or contractors; or 2. Any material breach by Landlord of any provision of this Agreement. This indemnity and hold harmless agreement will include indemnity against all reasonable costs, expenses, and liabilities incurred in or in connection with any such claim, and the defense thereof. Notwithstanding the foregoing, Landlord will have no liability to Tenant to the extent any claims, losses, costs, expenses, or damages arise out of or result from any intentional misconduct or negligence of Tenant, or of Tenant’s, agents, employees or contractors. 12. WAIVERS. (a) Landlord hereby waives any and all lien rights it may have, statutory or otherwise, in and to the Communication Facilities or any portion thereof, regardless of whether or not such is deemed real or personal property under applicable laws. Landlord will not assert any claim whatsoever against Tenant for loss of anticipatory profits or any other indirect, special, incidental or consequential damages incurred by Landlord as a result of the construction, maintenance, operation or use of the Premises by Tenant. (b) EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR ANY LOSS, COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED OR INCURRED AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF THE OBLIGATIONS UNDER THIS AGREEMENT. 13. INSURANCE. Tenant shall insure against property damage and bodily injury arising by reason of occurrences on or about the Premises in the amount of not less than $5,000,000 in the aggregate. The insurance coverage provided for herein may be maintained pursuant to master policies of insurance covering other communication facilities of Tenant and its corporate affiliates. All insurance policies required to be maintained by Tenant hereunder shall be with responsible insurance companies, authorized to do business in the State or Commonwealth where the Premises are located if required by law, and shall provide for cancellation only upon ten (10) days’ prior written notice to Landlord. Tenant shall evidence such insurance coverage by delivering to Landlord, if requested, a copy of a certificate of insurance of such policies issued by the insurance companies underwriting such risks. 14. INTERFERENCE. (a) During the Due Diligence Period and the Term, Landlord, its successors and assigns, will not grant any ground lease, license, or easement with respect to the Property (outside of the Premises) and any property adjacent or contiguous to the Property that is fee owned by Landlord: (a) for any of the uses contemplated in Section 5 herein; or (b) if such lease, license, or easement would detrimentally impact the Communication Facilities or Tenant’s economic opportunities at the Premises, or the use thereof. Landlord Page 7 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” shall not cause or permit the construction of radio or communications towers on the Property, except for towers constructed by Tenant. Landlord and Tenant intend by this Agreement for Tenant (and persons deriving rights by, through, or under Tenant) to be the sole parties to market, use, or sublease any portion of the Property for communications or broadcast facilities during the Due Diligence Period and the Term. Landlord agrees that this restriction on the use of the Property is commercially reasonable, not an undue burden on Landlord, not injurious to the public interest, and shall be specifically enforceable by Tenant (and persons deriving rights by, through or under Tenant) in a court of competent jurisdiction. The foregoing restriction shall run with the land and be binding on the successors and assigns of Landlord. (b) If the Communication Facilities or portion thereof (the “Interfering Equipment”) cause interference with any equipment placed on the Property prior to the Interfering Equipment, then Tenant shall take steps to correct and eliminate the interference. If such interference cannot be eliminated within thirty (30) days after receipt by Tenant from Landlord of notice of the existence of interference, Tenant shall cease operating and power-down the Interfering Equipment (except for intermittent testing for the purpose of correcting such interference) until the interference is corrected. Landlord agrees to exercise its best and good faith efforts to cooperate with Tenant to try to resolve any interference issues on the Property. Tenant agrees that it shall not alter the operations of the Communication Facilities or replace, upgrade or otherwise modify the Communication Facilities in a manner which will cause interference with the operations of any other equipment which is operating on the Property as of the Effective Date. (c) If the communications equipment belonging to Landlord or any other user of the Property causes harmful interference with the Communication Facilities or portion thereof, as applicable, which interference is measurable in accordance with then existing industry standards, and the interfering equipment was installed on the Property after the Communication Facilities being interfered with, then Landlord will or shall require other users to take all steps necessary to correct and eliminate the interference. If such interference cannot be eliminated within forty-eight (48) hours after receipt by Landlord of notice from Tenant of the existence of interference, Landlord shall take such actions as are permitted by law and can be conducted without breach of the peace such as causing the cessation of operations and powering down of the interfering equipment (except for intermittent testing for the purpose of correcting such interference) until such interference is corrected. If the interference is not rectified to the reasonable satisfaction of Tenant within thirty (30) days after receipt by Landlord of such notice from Tenant, Landlord shall remove the equipment causing such interference from the Property. Tenant agrees to exercise its best and good faith efforts to cooperate with Landlord and the user causing interference to try to resolve any interference issues on the Property. (d) Prior to the construction of the Communication Facilities on the Property, Tenant shall conduct an intermodulation study to confirm that any equipment then proposed to be installed in connection with the Communication Facilities will not interfere with the frequencies then in use by Landlord’s public safety radio system, which specific frequencies shall be provided by Landlord to Tenant by no later than ten (10) days following the Effective Date. 15. RIGHT OF FIRST REFUSAL. (a) Provided that (i) Landlord is not required by applicable law to make the same available for public bidding, and (ii) the same is not subject to any right of reversion or other similar right existing of record as of the Effective Date, then, in the event that Landlord determines to sell, transfer, license or otherwise convey any interest, whether fee simple interest, easement interest, leasehold, or otherwise, and whether direct or indirect by way of transfer of ownership interests in Landlord if Landlord is an entity, which interest underlies or affects any or all of the Premises (the “ROFR Property”) to any Third Party Competitor (defined below), during the Due Diligence Period or Term, Landlord shall send a written notice Page 8 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” to Tenant in accordance with Section 29 below that shall contain an offer to Tenant of a right of first refusal to purchase the Premises (or such larger portion of the Property that encompasses the Premises, if applicable) or such interest proposed to be conveyed. For purposes herein, a “Third Party Competitor” is any person or entity directly or through an affiliated party engaged in the business of owning, acquiring, operating, managing, investing in or leasing communications towers or communications antenna installations or any person or entity directly or through an affiliated party engaged in the business of owning, acquiring, or investing in real property leases or easements for communications towers or communications antenna installations. In such event, Landlord shall provide a copy of any offer to purchase or acquire, or any executed purchase agreement or letter of intent (“Offer”), to Tenant which copy shall include, at a minimum, the purchase or acquisition price, proposed closing date, and financing terms (“Minimum Terms”). Within thirty (30) days of receipt of such Offer, Tenant shall provide written notice to Landlord of Tenant’s election to purchase the ROFR Property on the same Minimum Terms; provided, the closing date shall be no sooner than sixty (60) days after Tenant’s purchase election notice. In such event, Landlord agrees to sell the ROFR Property to Tenant subject to Tenant’s payment of the purchase price and compliance with a purchase and sale agreement to be negotiated in good faith between Landlord and Tenant. If Tenant provides written notice that it does not elect to exercise its rights of first refusal to purchase the ROFR Property, or if Tenant does not provide notice of its election within the thirty (30) day period, Tenant shall be deemed to have waived such right of first refusal only with respect to the specific Offer presented (and any subsequent Offers shall again be subject to Tenant’s continuing right of first refusal hereunder), and Landlord shall be permitted to consummate the sale of the ROFR Property in accordance with the strict terms of the Offer (“Permitted Sale”). If Landlord does not consummate the Permitted Sale within ninety (90) days of the date of Tenant’s waiver of its rights of first refusal, such Offer shall be deemed to have lapsed. (b) In the event that Landlord determines to sell, transfer, license or otherwise convey any interest in any ROFR Property, and Landlord is required by applicable law to make such ROFR Property available for public bidding, Landlord shall provide Tenant with written notice of Landlord’s intent to so convey such interest in the ROFR Property no later than thirty (30) days prior to commencement of any public bidding, which notice shall contain the Minimum Terms that are known to Landlord at the time of the notice, and Tenant shall have the right to participate in such public bidding process. 16. SECURITY. The parties recognize and agree that Tenant shall have the right to safeguard and protect its improvements located upon or within the Premises. Consequently, Tenant may elect, at its expense, to construct such enclosures and/or fences as Tenant reasonably determines to be necessary to secure its improvements, including the tower(s), building(s), and related improvements situated upon the Premises. Tenant may also undertake any other appropriate means to restrict access to its communications towers, buildings, and related improvements, including, without limitation, posting signs for security purposes. 17. FORCE MAJEURE. The time for performance by Landlord or Tenant of any term, provision, or covenant of this Agreement shall be deemed extended by time lost due to delays resulting from acts of God, strikes, civil riots, floods, pandemics, material or labor restrictions by governmental authority, government shut downs, quarantines, and/or other disease control measures and any other cause not within the control of Landlord or Tenant, as the case may be; provided, however, that nothing contained in this Section shall excuse Tenant from paying or performing any of its monetary obligations under this Agreement. 18. CONDEMNATION. Notwithstanding any provision of this Agreement to the contrary, in the event of condemnation of all or part of the Premises, Landlord and Tenant shall be entitled to separate awards with respect to the Premises, in the amount determined by the court conducting such condemnation proceedings based upon Landlord’s and Tenant’s respective interests in the Premises. If a separate Page 9 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” condemnation award is not determined by such court, Landlord shall permit Tenant to participate in the allocation and distribution of the award. In no event shall the condemnation award to Landlord exceed the unimproved value of the Premises, without taking into account the improvements located thereon, and in no event shall this Agreement be terminated or modified (other than an abatement of rent) due to a casualty or condemnation without the prior written consent of Lender. 19. DEFAULT. The failure of Tenant or Landlord to perform any of the covenants of this Agreement shall constitute a default. The non-defaulting party shall give the other written notice of such default, and the defaulting party shall cure such default within thirty (30) days after receipt of such notice. In the event any such default cannot reasonably be cured within such thirty (30) day period, if the defaulting party shall proceed promptly after the receipt of such notice to cure such default, and shall pursue curing such default with due diligence, the time for curing shall be extended for such period of time as may be necessary to complete such curing, however, in no event shall this extension of time be in excess of sixty (60) days, unless agreed upon by the non-defaulting party. 20. REMEDIES. Should the defaulting party fail to cure a default under this Agreement, the other party shall have all remedies available either at law or in equity, including the right to terminate this Agreement. 21. ATTORNEYS’ FEES. If there is any legal proceeding between Landlord and Tenant arising from or based on this Agreement, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith. If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees and disbursements shall be included in and as a part of such judgment. 22. ADDITIONAL TERMINATION RIGHT. If at any time during the Due Diligence Period or the Term, Tenant determines, in Tenant’s sole and absolute discretion, with or without cause, that the Premises is no longer suitable or desirable for Tenant’s intended use and/or purposes, Tenant shall have the right to terminate this Agreement upon sixty (60) days prior written notice to Landlord. 23. PRIOR AGREEMENTS. The parties hereby covenant, recognize and agree that the terms and provisions of this Agreement shall constitute the sole embodiment of the arrangement between the parties with regard to the Premises, and that all other written or unwritten agreements, contracts, or leases by and between the parties with regard to the Premises are hereby terminated, superseded and replaced by the terms hereof. 24. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT. In the event the Property is encumbered by a mortgage or deed of trust or other security instrument of any kind (a “Landlord Mortgage”), Landlord, within fifteen (15) days following Tenant’s request or immediately prior to the creation of any encumbrance created after the date this Agreement is fully executed, will obtain from the holder of each such Landlord Mortgage a fully-executed subordination, non-disturbance and attornment agreement (an “SNDA”) in recordable form, which shall be prepared or approved by Tenant. The holder of every such Landlord Mortgage shall, in the SNDA, agree that in the event of a foreclosure, or conveyance in lieu of foreclosure of Landlord’s interest in the Premises, such Landlord Mortgage holder shall recognize and confirm the validity and existence of this Agreement, not disturb the tenancy of Tenant and Tenant shall have the right to continue its use and occupancy of the Premises in accordance with the provisions of this Agreement, provided Tenant is not in default of this Agreement beyond applicable notice and cure periods. 25. LENDER’S RIGHTS. (a) Landlord agrees to recognize the leases/licenses of all subtenants and licensees and will permit each of them to remain in occupancy of its premises notwithstanding any default hereunder by Page 10 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” Tenant so long as each such respective subtenant or licensee is not in default under the lease/license covering its premises. Landlord agrees to execute such documents as any such subtenant and/or licensee might reasonably require, including customary subordination, non-disturbance and attornment agreements and/or Landlord recognition agreements, to further memorialize the foregoing, and further agrees to use Landlord’s best efforts to also cause its lenders to similarly acknowledge, in writing, subtenant/licensee’s right to continue to occupy its premises as provided above. (b) Tenant shall have the right from time to time to mortgage or otherwise encumber Tenant’s personal property, Tenant’s interest in this Agreement and/or Tenant’s leasehold estate in the Premises (each a “Tenant Mortgage”), to a lender (any such lender, and any successor, assign, designee or nominee of such lender, hereinafter a “Lender”). For the avoidance of doubt, Landlord and Tenant acknowledge and agree that Tenant shall not have any right to grant or create any lien on Landlord’s fee simple interest in the Property. Tenant or such Lender shall give Landlord prompt notice of such Tenant Mortgage and furnish Landlord with a complete and correct copy of such Tenant Mortgage, certified as such by Tenant or such Lender, together with the name and address of such Lender. The name and address of Tenant’s Lender as of the Effective Date is set forth in Section 29. Landlord consents to the exercise by Lender of its rights of foreclosure with respect to its lien and security interest in Tenant’s personal property, Tenant’s interest in this Agreement and/or Tenant’s leasehold estate in the Premises. Landlord agrees to recognize Lender as Tenant hereunder upon any such exercise by Lender of its rights of foreclosure. (c) Landlord hereby agrees to give Lender written notice of any breach or default of the terms of this Agreement at the address set forth in Section 29, simultaneously with Landlord’s provision of notice to Tenant and that Lender shall have the right, but not the obligation, to the same extent, for the same period and with the same effect, as Tenant to cure or correct any such default. 26. RIGHT TO NEW LEASE. In the event this Agreement is rejected or disaffirmed pursuant to any bankruptcy, insolvency or other law affecting creditor’s rights, upon written request of Lender provided within sixty (60) days of Lender’s receipt of notice of such rejection or disaffirmance, Landlord shall, within thirty (30) days after the receipt of such request from Lender, promptly execute and deliver a new lease of the Premises and assignment of all subleases and licenses to Lender or its designee or nominee, for the remainder of the Term upon all the covenants, conditions, limitations and agreements contained herein (including, without limitation, options to extend the Term) except for such provisions which must be modified to reflect such rejection or disaffirmance and the passage of time, provided that such Lender shall cure all defaults existing under this Agreement which are susceptible to being cured by such Lender promptly and with due diligence after the delivery of such new lease. 27. ADDITIONAL PROVISIONS. (a) The parties hereto agree that (i) Tenant is in possession of the Premises notwithstanding the fact that Tenant has subleased, or may in the future sublease, certain of the improvements thereon to third parties and (ii) the requirements of Section 365(h) of Title 11 of the United States Code (the Bankruptcy Code) with respect to Tenant’s possession of the leasehold under this Agreement are satisfied. Accordingly, the right of Tenant to remain in possession of the leasehold under this Agreement shall continue notwithstanding any rejection of this Agreement in any bankruptcy proceeding involving Landlord, or any other actions by any party in such a proceeding. This provision, while included in this Agreement, has been separately negotiated and shall constitute a separate contract between the parties as well as a part of this Agreement. The provisions of this Section are for the benefit of Tenant and its assigns, including, without limitation, Lender. The parties hereto also agree that Lender is a party in interest and shall have the right to appear as a party in any proceeding brought under any bankruptcy law or under any other law which may affect this Agreement. Page 11 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” (b) The provisions of Sections 25 and 26 hereof shall survive the termination, rejection or disaffirmance of this Agreement and shall continue in full force and effect thereafter to the same extent as if such Sections were a separate and independent contract made by Landlord, Tenant and Lender and, from the effective date of such termination, rejection or disaffirmance of this Agreement to the date of execution and delivery of such new lease, Lender may use and enjoy the leasehold estate created by this Agreement without hindrance by Landlord. The aforesaid agreement of Landlord to enter into a new lease with Lender shall be deemed a separate agreement between Landlord and such Lender, separate and apart from this Agreement as well as a part of this Agreement and shall be unaffected by the rejection of this Agreement in any bankruptcy proceeding by any party. (c) Except as expressly set forth herein with respect to the Revenue Share Fee, Landlord shall have no right and expressly waives any right arising under applicable law, in and to the rentals or other fees payable to Tenant, if any, under any sublease or license of the Premises by Tenant, which rentals or fees may be assigned by Tenant to Lender. (d) The provisions of Sections 25 and 26 hereof are for the benefit of Lender and may be relied upon and shall be enforceable by Lender as if Lender were a party to this Agreement. (e) Landlord shall, within ten (10) days of the request of Tenant or any Lender or prospective Lender, provide an estoppel certificate as to any matters reasonably requested by Tenant or Lender. (f) Under no circumstances shall the fee estate of Landlord and the leasehold estate created hereby merge, even though owned by the same party, without the written consent of the holder of a Tenant Mortgage. 28. QUIET ENJOYMENT. So long as Tenant is not in default under this Agreement beyond the applicable notice and cure period, Landlord covenants and agrees that Tenant shall be permitted to exercise its rights hereunder during the Due Diligence Period, and shall peaceably and quietly hold and enjoy the Premises throughout the Term, without any hindrance, molestation or ejection by Landlord, its successors or assigns or by those claiming by, through or under them. 29. NOTICES. All notices, requests, claims, demands, and other communications hereunder shall be in writing and may be hand delivered (provided the deliverer provides proof of delivery) or sent by nationally-established overnight courier that provides proof of delivery, or certified or registered mail (postage prepaid, return receipt requested). Notice shall be deemed received on the date of delivery as demonstrated by the receipt of delivery. Notices shall be delivered to a party at the party’s respective address below, or to such other address that a party below may provide from time to time: If to Landlord: Town of Westlake 1500 Solana Blvd., Suite 7200 Westlake, TX 76262 If to Tenant: Vertical Bridge Development, LLC 750 Park of Commerce Drive, Suite 200 Boca Raton, FL 33487 Ref: US-TX-7008 Attn: Sr. VP Asset Management With a copy to: General Counsel If to Lender: Toronto Dominion (Texas) LLC 31 West 52nd Street New York, NY 10019 Attn: Admin Agent Fax No. 416-982-5535 Page 12 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” With a copy to: Fox Rothschild LLP 747 Constitution Drive Suite 100 Exton, PA 19341 Attn: Levin Czubaroff 30. MISCELLANEOUS. (a) Each party hereto warrants and represents that it has the necessary power and authority to enter into and perform its respective obligations under this Agreement. (b) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. (c) All attached exhibits are hereby incorporated by this reference as if fully set forth herein. (d) Failure of party to insist on strict performance of any of the conditions or provisions of this Agreement, or failure to exercise any of a party’s rights hereunder, shall not waive such rights. (e) This Agreement shall be governed by and construed in accordance with the laws of the State or Commonwealth in which the Premises are located. (f) This Agreement constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, other leases and/or agreements with regard to the Premises. There are no representations or understandings of any kind not set forth herein. Any amendment to this Agreement must be in writing and executed by both parties. (g) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. (h) A short-form Memorandum of Lease may be recorded at Landlord or Tenant’s option in the form as depicted in Exhibit 3, attached hereto. Tenant shall also have the option to record an amended Memorandum of Lease setting forth the Commencement Date, the final description of the Premises the location and configuration of the Communication Facilities, and such other information as Tenant shall deem appropriate. (i) Landlord shall keep the terms of this Agreement confidential and shall not disclose any terms contained within this Agreement to any third party other than such terms as are set forth in the Memorandum of Lease or any amended Memorandum of Lease. 31. RESERVATION OF SPACE ON TOWER FOR LANDLORD. (a) At no rent due from Landlord to Tenant nor any reduction in the Rent, Landlord shall be allowed, at Landlord’s sole expense, to attach its emergency service network equipment to Tenant’s telecommunications tower provided Landlord first executes Tenant’s standard form of Site License Agreement or its equivalent. Pursuant to the foregoing, Tenant hereby agrees to reserve on behalf of Landlord a ten foot (10’) vertical envelope at a height of forty-five feet (45’) to fifty-five feet (55’) above grade with a centerline of fifty feet (50’) above grade on Tenant’s tower at the Premises in the event Tenant builds a tower on the Premises (“Landlord’s Tower Space”); provided, however, that if the height of Tenant’s telecommunications tower is less than one hundred feet (100’) above grade, then Tenant shall Page 13 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Resolution 22-05 Exhibit “A” have the right to change the height of the centerline of Landlord’s Tower Space to a lower elevation, as is necessary or desirable in Tenant’s reasonable discretion. Any equipment installed on Landlord’s Tower Space shall not exceed seven thousand and five hundred (7,500) square inches of wind loading capacity. Tenant’s approval for said attachments shall be contingent upon determining whether Tenant’s tower is properly engineered to accommodate Landlord’s antenna system and such transmission shall not result in any impairment or diminution in the quality of Tenant’s or its other subtenants’ service. Further, said approval shall be given only after Tenant has reviewed and approved Landlord’s engineering plans for said antenna attachments. Approval shall not be unreasonably withheld. Upon written approval by Tenant, said attachments shall be installed, at Landlord’s sole expense, by qualified licensed contractors and in accordance with Tenant’s directives for the method of installment. In addition to Landlord being responsible for its own installation, Landlord shall also be responsible for its own utilities and operations and agrees that any ground space required for Landlord’s Tower Space shall be outside the Premises. Landlord acknowledges and agrees that Tenant reserves the right to relocate Landlord’s antennas at any time(s) to accommodate modifications required for Tenant’s future system requirements, provided such relocation shall provide equivalent quality of service after such relocation. (b) Any reservation of right granted to Landlord pursuant to this Section is solely limited to Landlord’s use only of the ten foot (10’) vertical envelope described above and Landlord acknowledges and agrees that Landlord does not have the right to lease, license, sublease, sublicense, etc. such space on the tower on the Premises to any other party including, without limitation, any wireless communication entity. 32. RELOCATION. In the event that Landlord reasonably believes, in the legitimate interest of public safety, that (i) all or any portion of the Communication Facilities need to be relocated from the Premises to a different location on the Property or another alternate location, and (ii) there is no reasonable way to accommodate the legitimate public safety interest without relocating all or a portion of the Communication Facilities, then Landlord shall provide Tenant with written notice thereof, and Landlord and Tenant shall thereafter negotiate in good faith to agree upon a solution that is acceptable to both parties. Notwithstanding anything contained in this Agreement, Tenant shall have no obligation to agree to remove or relocate all or any portion of the Communication Facilities, and Landlord shall not have any right to remove or relocate all or any portion of the Premises or the Communication Facilities without Tenant’s express written permission. SIGNATURES BEGIN ON NEXT PAGE Page 14 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date (date last signed by a party hereto). WITNESSES: ___________________________________ Name:______________________________ ___________________________________ Name:______________________________ LANDLORD: Town of Westlake a municipal corporation By:__________________________________ Name:________________________________ Title:_________________________________ Date:_________________________________ STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on , 2022 by (name of signatory), (title of signatory) of the Town of Westlake, a municipal corporation, on behalf of the corporation. Notary Public Print Name: My Commission Expires: Page 15 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 (Tenant signature page to Lease Agreement) WITNESSES: Name: Name: TENANT: Vertical Bridge Development, LLC a Delaware limited liability company By: Name: Title: Date: STATE OF FLORIDA COUNTY OF PALM BEACH This instrument was acknowledged before me on , 2022 by (name of signatory), (title of signatory) of Vertical Bridge Development, LLC, a Delaware limited liability company, on behalf of the company. Notary Public Print Name: My Commission Expires: Page 16 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 EXHIBIT 1 Legal Description of the Property (Parent Parcel) (may be updated by Tenant upon receipt of final legal description from title) Lot 2, Fidelity Investments Addition, Phase 1, an addition to the Town of Westlake, Tarrant County, Texas, according to the plat thereof recorded under Clerk's File No(s). D218200247, Plat Records, Tarrant County, Texas. Page 17 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 EXHIBIT 2 Premises (may be replaced by Tenant with a final survey and legal description of the Premises) (Attached) Page 18 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 Page 19 of 25 VB Site ID: US-TX-7008 VB Site Name: Dove Road 127853421.2 EXHIBIT 3 Memorandum of Lease (Attached) Page 20 of 25 127853421.2 _____________________________________________________________________________________ (Above 3” Space for Recorder’s Use Only) Upon Recording Return to: Vertical Bridge Development, LLC 750 Park of Commerce Drive, Suite 200 Boca Raton, FL 33487 Attn: Daniel Marinberg Site Name: Dove Road Site Number: US-TX-7008 MEMORANDUM OF LEASE This Memorandum of Lease (“Memorandum”) evidences a Lease Agreement (the “Lease”) between Town of Westlake, a municipal corporation (“Landlord”), whose address is 1500 Solana Blvd. Suite 7200, Westlake, TX 76262, and Vertical Bridge Development, LLC, a Delaware limited liability company, whose mailing address is 750 Park of Commerce Drive, Suite 200, Boca Raton, FL 33487 (“Tenant”), dated the day of , 2022 (the “Effective Date”), for a portion (the “Premises”) of the real property (the “Property”) described in Exhibit A attached hereto. Landlord hereby ratifies, restates and confirms the Lease and leases to Tenant the Premises, subject to the terms and conditions of the Lease. The Lease provides for an initial Due Diligence Period, during which Tenant may evaluate the suitability of the Property for Tenant’s proposed use, and, if exercised by Tenant, for the lease by Landlord to Tenant of the Premises for an initial term of five (5) years with nine (9) renewal option(s) of an additional five (5) years each, and further provides: 1. The initial term, if exercised by Tenant, shall commence in accordance with the terms of the Lease; 2. Landlord will attorn to any mortgagee of Tenant and will subordinate any Landlord’s lien to the Lease and to liens of Tenant’s mortgagees, and not disturb the tenancy of Tenant; 3. The Lease restricts Landlord’s ability to utilize, or allow the utilization of the Property or real property owned by Landlord which is adjacent or contiguous to the Property for the construction, operation and/or maintenance of communications towers and related facilities; 4. Tenant (and persons deriving rights by, through, or under Tenant) are the sole parties to market, use, or sublease any portion of the Property for communications or broadcast facilities during the Page 21 of 25 127853421.2 term of the Lease (such restriction shall run with the land and be binding on the successors and assigns of Landlord); 5. The Premises may be used exclusively by Tenant for all legal purposes, including without limitation, erecting, installing, operating and maintaining radio and communications towers, buildings, and equipment; 6. Tenant is entitled to sublease and/or license the Premises, including any communications tower located thereon; 7. Under certain circumstances, Tenant has a right of first refusal to acquire the Premises from Landlord; 8. Landlord may assign the Lease only in its entirety and only to a purchaser of the fee interest of the Property; and 9. Landlord may not subdivide the Property without Tenant’s prior written consent. 10. This Memorandum is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Lease. In the event of a conflict between the provisions of this Memorandum and the provisions of the Lease, the provisions of the Lease shall control. The Lease shall be binding upon and inure to the benefit of Landlord and Tenant and shall inure to the benefit of their respective heirs, successors, and assigns, subject to the provisions of the Lease. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK, SIGNATURES BEGIN ON NEXT PAGE Page 22 of 25 127853421.2 IN WITNESS WHEREOF, the parties hereto have executed this MEMORANDUM OF LEASE as of the date last signed by a party hereto. WITNESSES: Name: Name: LANDLORD: Town of Westlake a municipal corporation By: Name: Title: Date: STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on , 2022 by (name of signatory), (title of signatory) of the Town of Westlake, a municipal corporation, on behalf of the corporation. Notary Public Print Name: My Commission Expires: Page 23 of 25 127853421.2 (Tenant’s Signature Page to Memorandum of Lease) STATE OF FLORIDA COUNTY OF PALM BEACH This instrument was acknowledged before me on , 2022 by (name of signatory), (title of signatory) of Vertical Bridge Development, LLC, a Delaware limited liability company, on behalf of the company. Notary Public Print Name: My Commission Expires: WITNESSES: Name: Name: TENANT: Vertical Bridge Development, LLC a Delaware limited liability company By: Name: Title: Date: Page 24 of 25 127853421.2 EXHIBIT A (TO MEMORANDUM OF LEASE) The Property (may be updated by Tenant upon receipt of final legal description from title) Lot 2, Fidelity Investments Addition, Phase 1, an addition to the Town of Westlake, Tarrant County, Texas, according to the plat thereof recorded under Clerk's File No(s). D218200247, Plat Records, Tarrant County, Texas. The Premises (may be updated by Tenant upon receipt of final legal description from a survey) Said interest being as depicted in the “Overall Site Plan” dated March 4, 2021, and prepared by Allpro Consulting Group, Inc. as attached hereto and over a portion of the Property more particularly described by the following legal description: Lot 2, Fidelity Investments Addition, Phase 1, an addition to the Town of Westlake, Tarrant County, Texas, according to the plat thereof recorded under Clerk's File No(s). D218200247, Plat Records, Tarrant County, Texas. Access and utilities serving the Premises (as defined in the Lease) includes all easements of record as well as that portion of the Property designated by Landlord and Tenant for Tenant (and Tenant’s guests, agents, customers, lessees, sublessees and assigns) ingress, egress, and utility purposes to and from a public right- of-way. Page 25 of 25 127853421.2 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE SECTION 2274.002 By signing below, the signatory hereby verifies that the firm it represents: 1.Does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firear m trade association; and, 2.Will not discriminate during the term of the contract against a firearm entity or firearm trade association. SIGNED BY: PRINT NAME & TITLE: FIRM NAME: DATE SIGNED: The following definitions apply to this state statute: or without a projectile; (1)"Ammunition" means a loaded cartridge case, primer, bullet, or propellant powder with (2)"Company" means a for-profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit ; (3) "Discriminate against a firearm entity or firearm trade association": (A) means, with re spect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing busine ss relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refus al to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulation s or a directive DocuSign Envelope ID: F3870F4D-5D53-4D2F-A865-E1804DB32407 Vertical Bridge Development, LLC Ariel Rubin 11/10/2021 VP of Tower Development by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; (4)"Firearm" means a weapon that expels a projectile by the action of explosive or expanding gases; (5) "Firearm accessory" means a device specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and an item used in conjunction with or mounted on a firearm that is not essential to the basic function of the firearm. The term includes a detachable firearm magazine; (6) "Firearm entity" means: (A) a firearm, firearm accessory, or am munition manufacturer, distributor, wholesaler, supplier, or retailer; and (B) a sport shooting range as defined by Section 250.001, Local Government Code; (7) "Firearm trade association" means any person, corporation, unincorporated association, federa tion, business league, or business organization that: (A) is not organized or operated for profit and for which none of its net earnings inures to the benefit of any private shareholder or individual; (B) has two or more firearm entities as members; and (C) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. DocuSign Envelope ID: F3870F4D-5D53-4D2F-A865-E1804DB32407 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE SECTION 2274.002 By signing below, the signatory hereby verifies that the firm it represents: 1.Does not boycott energy companies; and, 2.Will not boycott energy companies during the term of the contract. PSIGNED BY: PRINT NAME AND TITLE: FIRM NAME: DATE SIGNED: The following definitions apply to this state statute: (1)"Boycott energy company" means without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A)engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A); and (2)"Company" means a for-profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. DocuSign Envelope ID: F3870F4D-5D53-4D2F-A865-E1804DB32407 Ariel Rubin VP of Tower Development Vertical Bridge Development, LLC 11/10/2021 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE SECTION 2270 By signing below, the signatory hereby verifies that the firm it represents: 1. Does not boycott Israel; and, 2. Will not boycott Israel during the term of the contract. SIGNED BY: __________________________________________________ PRINT NAME & TITLE: ___________________________________________________ FIRM NAME: ___________________________________________________ DATE SIGNED: ___________________________________________________ The following definitions apply to Texas Government Code Section 2270.001: (1) "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes; and (2) "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. State law requires any firm entering into an agreement or contract with the Authority to complete the foregoing verification. TEX. GOV’T CODE § 2270.002. DocuSign Envelope ID: F3870F4D-5D53-4D2F-A865-E1804DB32407 Vertical Bridge Development, LLC VP of Tower Development 11/10/2021 Ariel Rubin Controlling Name of Interested Party4 Nature of interest City, State, Country (place of business) Intermediary (check applicable) CERTIFICATE OF INTERESTED PARTIES 1295FORM 1 of 1 1 OFFICE USE ONLY 2 01/10/2022 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. Name of business entity filing form, and the city, state and country of the business entity's place of business. Vertical Bridge Development, LLC Boca Raton, FL United States Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 3 Town of Westlake Installation of Communications Facility (Cell Tower) 2021-09 2022-838618 Date Filed: Date Acknowledged: Certificate Number: CERTIFICATION OF FILING 6 Signature of authorized agent of contracting business entity UNSWORN DECLARATION My name is _______________________________________________________________, Check only if there is NO Interested Party.5 X My address is _______________________________________________, _______________________, and my date of birth is _______________________. Executed in ________________________________________County, I declare under penalty of perjury that the foregoing is true and correct. (street)(state) (zip code) (country) (year)(month) _______, ______________, _________. State of ________________, on the _____day of ___________, 20_____. (city) (Declarant) Version V1.1.191b5cdcwww.ethics.state.tx.usForms provided by Texas Ethics Commission David Callender 12/08/1974 750 Park of Commerce Drive, Suite 200 Boca Raton FL 33487 US Palm Beach Florida 10 January 22 The Town Council will conduct a closed session pursuant to Texas Government Code annotated, Chapter 551, Subchapter D for the following: a. 551.071(2) – Consultation with Town Attorney to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code - FM 1938 access for proposed Southlake development. b. Section 551.071(2) – Consultation with Town Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter: Resolution No. 00-19, a Contract with Hillwood Development Corporation Concerning the Design Engineering and Construction of the West Side Pump Station and the Dove Road Waterline. c. Section 551.071(2) - Consultation with Attorney – to seek advice of counsel on matters of bankruptcy proceedings by the Texas Student Housing Authority. Town Council Item# 12 – Executive Session Town Council Item # 13 – Reconvene Town Council Meeting TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. Town Council Item # 14 – Necessary Action Town Council/Board of Trustees Item # 15 – Recap and Staff Direction Any Town Councilmember may request at a workshop and or Town Council meeting, under “Future Agenda Item Requests”, an agenda item for a future Town Council meeting. The Town Councilmember making the request will contact the Town Manager/Superintendent with the requested item and the Town Manager/Superintendent will list it on the agenda. At the meeting, the requesting Town Councilmember will explain the item, the need for Town Council discussion of the item, the item’s relationship to the Town Council strategic priorities, and the amount of estimated staff time necessary to prepare for Town Council discussion. If the requesting Town Councilmember receives a second, the Town Manager/Superintendent will place the item on the Town Council agenda calendar allowing for adequate time for staff preparation on the agenda item. No items submitted for review. Town Council/ Board of Trustees Item # 16 – Future Agenda Items Town Council/ Board of Trustees Item # 17 – Adjournment